Common use of Verification Reviews Clause in Contracts

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 1.32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 1.32.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 1.8.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Article. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 1.9 of this AgreementArticle. 32.4 1.32.3 Each Party will cooperate fully in any such auditaudit performed pursuant to Section 1.32.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and The audit will be conducted in a manner that will not interfere with the audited Party’s during normal business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, hours at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, an office designated by the Party being reviewed may, at its option, decline audited. The Parties agree to comply with such request or may xxxx actual costs incurred in complying subsequent retain records of call detail for two years from when the calls were initially reported to the concurrence of the reviewing other Party. 32.7 For purposes of conducting an 1.32.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 1.32.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 1.32.5 Except as may be otherwise provided in this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownat the auditing Party’s expense. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject 1.32.6 Intentionally not used. 1.32.7 Intentionally not used. 1.32.8 This Section 1.32 also applies to the confidentiality provisions audit by the Billing Party of § 6.0 the Billed Party’s books, records, and other documents related to the development of this Agreement.the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but not limited to calls for which calling party number (CPN) is not transmitted, in connection with Article 21

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 8.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 9 of this Agreement. 32.4 32.3 Each Party will cooperate fully in any such auditaudit performed pursuant to 32.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. The audit will be conducted during normal business hours at an office designated by the Party being audited. The Parties agree to retain records of call detail for two years from when the calls were initially reported to the other Party. 32.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 32.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 32.5 Verification reviews Except as may be otherwise provided in this Agreement, audits will be at the auditing Party’s expense. 32.6 This Section 32 also applies to the audit by the Billing Party of the Billed Party’s books, records, and other documents related to the development of the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but not limited to calls for which calling party number (CPN) is not transmitted, in frequency to once per twelve connection with Attachment 12: Intercarrier Compensation. If the PLU is adjusted based upon the audit results, the adjusted PLU will apply for the remainder of current quarter and for the subsequent quarter following the completion of the audit. If the PLU is adjusted based upon the audit results, the Billing Party may audit the Billed Party again during the subsequent nine (129) month period, with provision for staged reviews, notwithstanding any other provisions in the Agreement. If as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations a result of the audited audit, either Party has overstated the PLU or underreported the call detail usage by twenty percent (20%) or more, that Party shall reimburse the auditing Party for the cost of the audit and will be conducted in a manner that will not interfere with pay for the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence cost of the reviewing Partysubsequent audit which is to happen within nine (9) months of the initial audit. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 32.1 through 32.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 38.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 38.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 9.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 13 of this Agreement. 32.4 38.3 Each Party will cooperate fully in any such auditaudit performed pursuant to Section 38.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. The audit will be conducted during normal business hours at an office designated by the Party being audited. The Parties agree to retain records of call detail for two years from when the calls were initially reported to the other Party. 32.5 Verification reviews 38.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 38.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 38.5 Except as may be otherwise provided in this Agreement, audits will be at the auditing Party’s expense. 38.6 This Section 38 also applies to the audit by the Billing Party of the Billed Party’s books, records, and other documents related to the development of the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but not limited to calls for which calling party number (CPN) is not transmitted, in frequency to once per twelve connection with Attachment 12: Intercarrier Compensation. If the PLU is adjusted based upon the audit results, the adjusted PLU will apply for the remainder of current quarter and for the subsequent quarter following the completion of the audit. If the PLU is adjusted based upon the audit results, the Billing Party may audit the Billed Party again during the subsequent nine (129) month period, with provision for staged reviews, notwithstanding any other provisions in the Agreement. If as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations a result of the audited audit, either Party has overstated the PLU or underreported the call detail usage by twenty percent (20%) or more, that Party shall reimburse the auditing Party for the cost of the audit and will be conducted in a manner that will not interfere with pay for the audited Party’s business operationscost of the subsequent audit which is to happen within nine (9) months of the initial audit. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 38.7 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 38.1 through 38.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 38.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 38.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 9.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 13 of this Agreement. 32.4 38.3 Each Party will cooperate fully in any such auditaudit performed pursuant to Section 38.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. The audit will be conducted during normal business hours at an office designated by the Party being audited. The Parties agree to retain records of call detail for two years from when the calls were initially reported to the other Party. 32.5 Verification reviews 38.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 38.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 38.5 Except as may be otherwise provided in this Agreement, audits will be at the auditing Party’s expense. 38.6 This Section 38 also applies to the audit by the Billing Party of the Billed Party’s books, records, and other documents related to the development of the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but not limited to calls for which calling party number (CPN) is not transmitted, in frequency to once per twelve connection with Attachment 12: Intercarrier Compensation. If the PLU is adjusted based upon the audit results, the adjusted PLU will apply for the remainder of current quarter and for the subsequent quarter following the completion of the audit. If the PLU is adjusted based upon the audit results, the Billing Party may audit the Billed Party again during the subsequent nine (129) month period, with provision for staged reviews, notwithstanding any other provisions in the Agreement. If as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations a result of the audited audit, either Party has overstated the PLU or underreported the call detail usage by twenty percent (20%) or more, that Party shall reimburse the auditing Party for the cost of the audit and will be conducted in a manner that will not interfere with pay for the audited Party’s business operationscost of the subsequent audit which is to happen within nine (9) months of the initial audit. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 38.7 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 38.1 through 38.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 8.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 9 of this Agreement. 32.4 32.3 Each Party will cooperate fully in any such auditaudit performed pursuant to 32.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. The audit will be conducted during normal business hours at an office designated by the Party being audited. The Parties agree to retain records of call detail for two years from when the calls were initially reported to the other Party. 32.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 32.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 32.5 Verification reviews Except as may be otherwise provided in this Agreement, audits will be at the auditing Party’s expense. 32.6 This Section 32 also applies to the audit by the Billing Party of the Billed Party’s books, records, and other documents related to the development of the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but not limited to calls for which calling party number (CPN) is not transmitted, in frequency to once per twelve connection with Attachment 12: Intercarrier Compensation. If Page 43 of 357 the PLU is adjusted based upon the audit results, the adjusted PLU will apply for the remainder of current quarter and for the subsequent quarter following the completion of the audit. If the PLU is adjusted based upon the audit results, the Billing Party may audit the Billed Party again during the subsequent nine (129) month period, with provision for staged reviews, notwithstanding any other provisions in the Agreement. If as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations a result of the audited audit, either Party has overstated the PLU or underreported the call detail usage by twenty percent (20%) or more, that Party shall reimburse the auditing Party for the cost of the audit and will be conducted in a manner that will not interfere with pay for the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence cost of the reviewing Partysubsequent audit which is to happen within nine (9) months of the initial audit. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 32.1 through 32.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 38.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 38.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 9.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 13 of this Agreement. 32.4 38.3 Each Party will cooperate fully in any such auditaudit performed pursuant to 38.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. The audit will be conducted during normal business hours at an office designated by the Party being audited. The Parties agree to retain records of call detail for two years from when the calls were initially reported to the other Party. 32.5 Verification reviews 38.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 38.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 38.5 Except as may be otherwise provided in this Agreement, audits will be at the auditing Party’s expense. 38.6 This Section 38 also applies to the audit by the Billing Party of the Billed Party’s books, records, and other documents related to the development of the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but not limited to calls for which calling party number (CPN) is not transmitted, in frequency to once per twelve connection with Attachment 12: Intercarrier Compensation. If the PLU is adjusted based upon the audit results, the adjusted PLU will apply for the remainder of current quarter and for the subsequent quarter following the completion of the audit. If the PLU is adjusted based upon the audit results, the Billing Party may audit the Billed Party again during the subsequent nine (129) month period, with provision for staged reviews, notwithstanding any other provisions in the Agreement. If as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations a result of the audited audit, either Party has overstated the PLU or underreported the call detail usage by twenty percent (20%) or more, that Party shall reimburse the auditing Party for the cost of the audit and will be conducted in a manner that will not interfere with pay for the audited Party’s business operationscost of the subsequent audit which is to happen within nine (9) months of the initial audit. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 38.7 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 38.1 through 38.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 30.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 30.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 30.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four six (246) months from the date the audit began. One and one-half percent (1 ½%1½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four six (246) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 6.0 of Attachment 2, (Resale) of this Agreement. 32.4 30.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 30.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 30.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 30.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 30.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 30.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 ‌ 30.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 30.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 30.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four six (246) months from the date the audit began. One and one-half percent (1 ½%1½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four six (246) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 6.0 of Attachment 2, (Resale) of this Agreement. 32.4 30.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 30.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 30.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 30.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 30.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 30.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 ‌ 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 Subject 11.1 Each Party will be responsible for the accuracy and quality of its data as submitted to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books. At its own expense and upon reasonable written notice, records each Party or its authorized representative (providing such authorized representative does not have a conflict of interest related to other matters before one of the Parties) (the “Auditing Party”) shall have the right to conduct a review and verification of the other documents pertaining Party (the “Audited Party”), which verification review shall be limited to services provided under this Agreement once in each Contract Year solely for the sole purpose of evaluating (i) the accuracy of the other Audited Party’s billing and invoicinginvoicing of the services provided hereunder and (ii) verification of compliance with any provision of this Agreement that affects the accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. The Parties may employ This includes on-site verification reviews at the other persons Party's or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereofParty's vendor locations. 32.2 11.2 After the initial year of this Agreement verification reviews will normally be conducted on an annual basis with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Follow up reviews will be permitted on a reasonable time schedule between annual reviews where significant deviations are found. 11.3 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party Party, whether or not in connection with an on-site verification review, shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt 11.4 The Parties' right to access information for verification review purposes is limited to data not in excess of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from in age. Once specific data has been reviewed and verified, it is unavailable for future reviews. Any items not reconciled at the date the audit beganend of a review will, however, be subject to a follow-up review effort. One Any retroactive adjustments required subsequent to previously reviewed and oneverified data will also be subject to follow-half percent (1 ½%) up review. Information of the highest interest rate allowable by law for commercial transactions either Party involved with a verification review shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, subject to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 confidentiality provisions of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 11.5 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes 11.6 If any audit confirms any undercharge or overcharge, then the Audited Party will (i) for any overpayment, promptly correct any billing error, including making refund of conducting an audit pursuant to this Agreement, any overpayment by the Auditing Party in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results and (ii) for any undercharge caused by the actions of or failure to act by the audited Party, immediately compensate the Auditing Party for such undercharge, in each case with interest at the lesser of (a) one and one-half percent (1½%) per month, or (b) the highest rate of interest that may employ other persons be charged under Applicable Law, compounded daily, for the number of Days from the date on which such undercharge or firms for this purpose (so long overcharge originated until the date on which such credit is issued or payment is made and available, as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe case may be. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement.Agreement.‌‌ 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons third party or third party firms for this purpose (so long as said Parties are bound by this Agreement). The third party or third party firm selected to conduct the audit shall be reasonably acceptable to the Audited Party. The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 Information obtained or received by a either Party in conducting the inspections audit described in § §32.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 30.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 30.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 30.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four six (246) months from the date the audit began. One and one-half percent (1 ½%1½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four six (246) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 6.0 of Attachment 2, (Resale) of this Agreement. 32.4 30.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 30.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 30.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 30.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 30.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 30.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ invoicing to the other persons or firms for this purposeParty. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days or by the second invoice cycle date from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual actual, documented costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties such third parties are bound by this Agreementa non-disclosure agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms invoicing for this purposethe previous twelve (12) months. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information for a period of no greater than the previous twelve (12) months, as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of or the highest interest rate allowable by law for commercial transactions transactions, shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s billsbills for the prior twelve (12) months. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its own costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%1.5%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 Information obtained or received by a either Party in conducting the inspections audit described in § §32.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 38.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 38.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 9.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 13 of this Agreement. 32.4 38.3 Each Party will cooperate fully in any such auditaudit performed pursuant to Section 38.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and The audit will be conducted in a manner that will not interfere with the audited Party’s during normal business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, hours at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, an office designated by the Party being reviewed may, at its option, decline audited. The Parties agree to comply with such request or may xxxx actual costs incurred in complying subsequent retain records of call detail for two years from when the calls were initially reported to the concurrence of the reviewing other Party. 32.7 For purposes of conducting an 38.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 38.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 38.5 Except as may be otherwise provided in this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownat the auditing Party’s expense. 32.8 38.6 Intentionally Left Blank 38.7 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 38.1 through 38.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons third party or third party firms for this purpose (so long as said Parties are bound by this Agreement). The third party or third party firm selected to conduct the audit shall be reasonably acceptable to the Audited Party. The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 Information obtained or received by a either Party in conducting the inspections audit described in § §32.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 ‌ 38.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 38.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 9.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 13 of this Agreement. 32.4 38.3 Each Party will cooperate fully in any such auditaudit performed pursuant to Section 38.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. The audit will be conducted during normal business hours at an office designated by the Party being audited. The Parties agree to retain records of call detail for two years from when the calls were initially reported to the other Party. 32.5 Verification reviews 38.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 38.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 38.5 Except as may be otherwise provided in this Agreement, audits will be at the auditing Party’s expense. 38.6 This Section 38 also applies to the audit by the Billing Party of the Billed Party’s books, records, and other documents related to the development of the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but not limited to calls for which calling party number (CPN) is not transmitted, in frequency to once per twelve connection with Attachment 12: Intercarrier Compensation. If the PLU is adjusted based upon the audit results, the adjusted PLU will apply for the remainder of current quarter and for the subsequent quarter following the completion of the audit. If the PLU is adjusted based upon the audit results, the Billing Party may audit the Billed Party again during the subsequent nine (129) month period, with provision for staged reviews, notwithstanding any other provisions in the Agreement. If as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations a result of the audited audit, either Party has overstated the PLU or underreported the call detail usage by twenty percent (20%) or more, that Party shall reimburse the auditing Party for the cost of the audit and will be conducted in a manner that will not interfere with pay for the audited Party’s business operationscost of the subsequent audit which is to happen within nine (9) months of the initial audit. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 38.7 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 38.1 through 38.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 38.1 Subject to each Party’s reasonable security Confidentiality requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records records, data, and other documents pertaining to once in each twelve (12) month period with the audit period commencing not earlier than the date on which services provided were first supplied under this Agreement once in each Contract Year solely ("service start date") for the purpose of evaluating (i) the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for invoicing of the services provided hereunder and (ii) verification of compliance with any provision of this purposeAgreement that affects the accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 38.2 The review will consist scope of an examination and verification of data involving records, systems, procedures and other information related the audit shall be limited to the services specified in the written notice and to the period which is the shorter of (i) the period subsequent to the last day of the period covered by the audit which was last performed by either (or if no audit has been performed, the service start date) and (ii) the twelve (12) month period immediately preceding the date the Audited Party as related received notice of such requested audit, but in any event not prior to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreementservice start date. 32.3 Adjustments, credits, or payments shall be made 38.3 Such audit will take place at a time and any corrective action shall commence within place agreed on by the Parties and begins no later than thirty (30) calendar days from after receipt of written notice and shall be completed no later than thirty (30) calendar days after the Requesting start of such audit. 38.4 Such audit shall be conducted either by the Auditing Party's employee(s) or an independent auditor acceptable to both Parties; provided, however, if the Audited Party requests that an independent auditor be engaged and the Auditing Party agrees, the Audited Party shall pay one-quarter (1/4) of the independent auditor's fees and expenses. If an independent auditor is to be engaged, the Parties shall select an auditor by the twentieth calendar day following Audited Party’s receipt of a written audit notice. Auditing Party shall cause the final audit report independent auditor to compensate for any errors or omissions which are disclosed by such audit and are execute a nondisclosure agreement in a form agreed to upon by the Parties. Audit findings may . 38.5 Each audit shall be applied retroactively for no more than twenty-four (24) months from conducted on the date the audit began. One and one-half percent (1 ½%) premises of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditAudited Party during normal business hours. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 of this Agreement. 32.4 Each Audited Party will cooperate fully in any such audit, providing provide the auditor reasonable access to any and all appropriate Audited Party employees and any books, records and other documents reasonably necessary to assess (i) the accuracy of the Audited Party’s billsbills and (ii) Audited Party's compliance with the provisions of this Agreement that affect the accuracy of Auditing Party's billing and invoicing of the services provided to Audited Party hereunder. Audited Party may redact from the books, records and other documents provided to the auditor any Audited Party information that reveals the identity of End User(s) of Audited Party except the calling party number. 32.5 Verification reviews 38.6 Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law. 38.7 If any audit confirms any undercharge or overcharge, then the Audited Party will (i) promptly correct any billing error that is revealed in an audit, including making refund of any overpayment by the Auditing Party in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results and (ii) for any undercharge caused by the actions of the Audited Party, immediately compensate Auditing Party for such undercharge, and (iii) in each case, calculate and pay interest as provided in Section 9.9, for the number of calendar days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available. 38.8 Except as may be limited otherwise provided in frequency to once per twelve (12) month periodthis Agreement, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to audits shall be reviewed performed at the same timeAuditing Party’s expense, subject to reimbursement by Audited Party of one-quarter (1/4) of any independent auditor's fees and expenses in the event that an audit finds, and the Parties subsequently verify, a net adjustment in the charges paid or payable by Auditing Party hereunder by an amount that is, on an annualized basis, greater than five percent (5%) of the aggregate charges for the audited services during the period covered by the audit. 38.9 Any disputes concerning audit results shall be referred to the Parties’ respective personnel responsible for informal resolution. Verification reviews will If these individuals cannot resolve the dispute within thirty (30) calendar days of the referral, either Party may request in writing that an additional audit shall be scheduled conducted by an independent auditor acceptable to both Parties, subject to the reasonable requirements set out in Section 38.1. Any additional audit shall be at the requesting Party’s expense. 38.10 Either Party may audit the other Party’s books, records and limitations documents more than once annually if the previous audit found (i) previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least five percent (5%) of the amounts payable by the Auditing Party for audited services provided during the period covered by the audit or (ii) non-compliance by Audited Party with any provision of this Agreement affecting Auditing Party's billing and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence invoicing of the reviewing Party. 32.7 For purposes services provided to Audited Party with an aggregate value of conducting an at least five percent (5%) of the amounts payable by Audited Party for audited services provided during the period covered by the audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 38.11 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with performance of an audit under this Section 38 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One and one-half percent (1 ½%) of or the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § Section 9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement, as are the principles). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 32.9 Information obtained or received by a Party in conducting the inspections described in § Section 32.0 shall be subject to the confidentiality provisions of § Section 6.0 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements requirements, and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year contract year, solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no Parties, but not later than sixty (60) calendar days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party Party, as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, credits or payments shall be made and any corrective action shall commence within thirty (30) calendar days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no not more than twenty-four twelve (2412) months from the date the audit began. One and one-half percent (1 ½%) of or the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § Section 9.0 above of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement, as are the principles). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 32.9 Information obtained or received by a Party in conducting the inspections described in § this Section 32.0 shall be subject to the confidentiality provisions of § Section 6.0 above of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements requirements, and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year contract year, solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no Parties, but not later than sixty (60) calendar days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party Party, as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, credits or payments shall be made and any corrective action shall commence within thirty (30) calendar days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no not more than twenty-four twelve (2412) months from the date the audit began. One and one-half percent (1 ½%) of or the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § Section 9.0 above of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement, as are the principles). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 32.9 Information obtained or received by a Party in conducting the inspections described in § this Section 32.0 shall be subject to the confidentiality provisions of § Section 6.0 above of this Agreement.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ invoicing to the other persons or firms for this purposeParty. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days or by the second invoice cycle date from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual actual, documented costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 Subject to each Party’s 's reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant 's books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s 's billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum will promptly correct any billing error that is revealed in an audit, including making refund of twenty-four (24) months and provide any overpayment by the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from in the Requesting Party’s receipt form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditresults. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 9 of this Agreement. 32.4 32.3 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s 's bills. 32.4 Either Party may audit the other Party's books, records and documents more than once during any Contract Year if the previous audit found previously uncorrected net variances or errors in invoices in the other Party's favor with an aggregate value of at least two percent (2%) of the amounts payable by CLEC for Resale services, Network Elements or Combinations provided during the period covered by the audit. 32.5 Verification reviews Audits will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited auditing Party’s business operations's expense. 32.6 The Upon (i) the discovery by either Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge of overcharges not previously reimbursed to the reviewing Party. Should other Party or (ii) the reviewing Party request information or assistance beyond that reasonably required to conduct such a reviewresolution of disputed audits, the affected Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to will promptly reimburse the concurrence other Party the amount of any overpayment times the commercial paper rate applicable on the last day of the reviewing Partymonth preceding the month of discovery or resolution as above. In no event, however, will interest be assessed on any previously assessed or accrued late payment charges. 32.7 For purposes CLEC may require that, at the end of conducting an audit pursuant to the first year of implementation of this Agreement, SWBT submit to an audit or examination of services performed under the Parties interconnection agreement. Subsequent to the first year of implementation, CLEC may employ other persons require that audits or firms examinations be performed if: (1) CLEC can show cause that it has a commercially reasonable basis to seek an audit or examination; and (2) the request for audit or examination specifically defines the particular services that it seeks to audit or examine. All audits requested by CLEC under this purpose section shall be conducted at its expense. The dispute resolution provisions of this Agreement shall be used to resolve disputes arising concerning requests for audits or examinations, or the results of the audits or examinations. 32.8 For a period of fourteen (so long as said Parties are bound by 14) months from the Effective Date of this Agreement), SWBT may audit CLEC's operations, books, records, and other documents related to the development of the percent local usage (PLU) to be used to measure and settle untransmitted calling party numbers (CPN) in connection with Attachment 12: Compensation. The Parties SWBT will bear their own the reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 32.9 Information obtained or received by a Party CLEC in conducting the inspections described in § 32.0 shall Section 32.7 and information obtained or received by either Party in connection with Sections 32.1 through 32.6 and 32.8 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 Information obtained or received by a either Party in conducting the inspections audit described in § §32.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 30.1 Subject to each Party’s 's reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s 's relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of of' evaluating the accuracy of the other Party’s 's billing and invoicing. ° The Parties may employ other persons or firms for this purpose. _ Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof.thereoE 32.2 30.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 30.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s 's receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four six (246) months from the date the audit began. ° One and one-half percent (1 ½%1V2%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four six (246) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 6,0 of Attachment 2, (Resale) of this Agreement., 32.4 30.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s 's bills., 32.5 30.5 Verification reviews will be limited in frequency to once per twelve (12) month monlh period, with provision for staged reviewsre,_iews, as mutually nmtually agreed, so that all subject matters are not required to be reviewed at the same time. ° Verification reviews will be scheduled subject to the reasonable q)ualilx Iclephonc lnc 06 I)l 2{11)6 requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s 's business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. The Audit or Examination shall occur during normal business hours. However, such Audit will be conducted in a commercially reasonable manner and both Parties will work to minimize disruption to the business operations of the Party being audited. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. The location of the Audit or Examination shall be the location where the requested records, books and documents are retained in the normal course of business. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 ‌ 35.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 35.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Sections 10.1.1 and 10.1.2 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 11 of this Agreement. 32.4 35.3 Each Party will cooperate fully in any such auditaudit performed pursuant to 35.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and The audit will be conducted in a manner that will not interfere with the audited Party’s during normal business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, hours at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, an office designated by the Party being reviewed may, at its option, decline audited. The Parties agree to comply with such request or may xxxx actual costs incurred in complying subsequent retain records of call detail for two years from when the calls were initially reported to the concurrence of the reviewing other Party. 32.7 For purposes of conducting an 35.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 35.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 35.5 Except as may be otherwise provided in this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownat the auditing Party’s expense. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement35.6 Intentionally Left Blank.

Verification Reviews. 32.1 Subject to each Party’s 's reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant 's books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s 's billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum will promptly correct any billing error that is revealed in an audit, including making refund of twenty-four (24) months and provide any overpayment by the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from in the Requesting Party’s receipt form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditresults. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 9 of this Agreement. 32.4 32.3 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s 's bills. 32.4 Either Party may audit the other Party's books, records and documents more than once during any Contract Year if the previous audit found previously uncorrected net variances or errors in invoices in the other Party's favor with an aggregate value of at least two percent (2%) of the amounts payable by CLEC for Resale services, Network Elements or Combinations provided during the period covered by the audit. 32.5 Verification reviews Audits will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited auditing Party’s business operations's expense. 32.6 The Upon (i) the discovery by either Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge of overcharges not previously reimbursed to the reviewing Party. Should other Party or (ii) the reviewing Party request information or assistance beyond that reasonably required to conduct such a reviewresolution of disputed audits, the affected Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to will promptly reimburse the concurrence other Party the amount of any overpayment times the commercial paper rate applicable on the last day of the reviewing Partymonth preceding the month of discovery or resolution as above. In no event, however, will interest be assessed on any previously assessed or accrued late payment charges. 32.7 For purposes CLEC may require that, at the end of conducting an audit pursuant to the first year of implementation of this Agreement, SWBT submit to an audit or examination of services performed under the Parties interconnection agreement. Subsequent to the first year of implementation, CLEC may employ other persons require that audits or firms examinations be performed if: (1) CLEC can show cause that it has a commercially reasonable basis to seek an audit or examination; and (2) the request for audit or examination specifically defines the particular services that it seeks to audit or examine. All audits requested by CLEC under this purpose section shall be conducted at its expense. The dispute resolution provisions of this Agreement shall be used to resolve disputes arising Interconnection Agreement-MO(M2A) General Terms and Conditions Page 28 of 41 021601 concerning requests for audits or examinations, or the results of the audits or examinations. 32.8 For a period of fourteen (so long as said Parties are bound by 14) months from the Effective Date of this Agreement), SWBT may audit CLEC's operations, books, records, and other documents related to the development of the percent local usage (PLU) to be used to measure and settle untransmitted calling party numbers (CPN) in connection with Attachment 12: Compensation. The Parties SWBT will bear their own the reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 32.9 Information obtained or received by a Party CLEC in conducting the inspections described in § 32.0 shall Section 32.7 and information obtained or received by either Party in connection with Sections 32.1 through 32.6 and 32.8 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four six (246) months from the date the audit began. One and one-half percent (1 ½%1½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four six (246) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 1.32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 1.32.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 1.8.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Article. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 1.9 of this AgreementArticle. 32.4 1.32.3 Each Party will cooperate fully in any such auditaudit performed pursuant to Section 1.32.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and The audit will be conducted in a manner that will not interfere with the audited Party’s during normal business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, hours at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, an office designated by the Party being reviewed may, at its option, decline audited. The Parties agree to comply with such request or may xxxx actual costs incurred in complying subsequent retain records of call detail for two years from when the calls were initially reported to the concurrence of the reviewing other Party. 32.7 For purposes of conducting an 1.32.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 1.32.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 1.32.5 Except as may be otherwise provided in this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownat the auditing Party’s expense. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject 1.32.6 Intentionally not used. 1.32.7 Intentionally not used. 1.32.8 This Section 1.32 also applies to the confidentiality provisions audit by the Billing Party of § 6.0 the Billed Party’s books, records, and other documents related to the development of this Agreement.the percent local usage (PLU) used to measure and settle jurisdictionally unidentified traffic, including but

Verification Reviews. 32.1 30.1 Subject to each Party’s 's reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s 's relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s 's billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 30.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges eharges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 30.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s 's receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twentyGranite Telecommunications,LLC 10/31/2005 GenerTalerm&s Conditions Page15 errorsor omissionwshicharedisclosebdysuchauditandareagreetdobythePartiesA. xxxx findingms aybeapplierdetroactivefloyrnomorethansix(6)monthfsromthedatetheaudit began.Oneandone-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate haplfercen(t1%%)of thehighesitnteresrtate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four six (246) months from the date the audit beganauditbegan, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 6.0 of Attachment 2, (Resale) of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents accuracy of the Party's bills. reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s 's business operations. 32.6 . The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 . For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement)Agreemen0. The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 . Information obtained or received by a Party in conducting the inspections described in § 32.0 30.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § Section 9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this AgreementAgreement as are the principles). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 32.9 Information obtained or received by a Party in conducting the inspections described in § Section 32.0 shall be subject to the confidentiality provisions of § Section 6.0 of this Agreement.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ invoicing to the other persons or firms for this purposeParty. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) calendar days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days or by the second invoice cycle date from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One If the audit reveals that payment is required, interest shall be the lesser of (i) one and one-half (1-½) percent per month or (1 ½%ii) of the highest interest rate allowable by under state law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or credittransactions. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual actual, documented costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 ‌‌ 35.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 35.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Sections 10.1.1 and 10.1.2 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 11 of this Agreement. 32.4 35.3 Each Party will cooperate fully in any such auditaudit performed pursuant to 35.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and The audit will be conducted in a manner that will not interfere with the audited Party’s during normal business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, hours at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, an office designated by the Party being reviewed may, at its option, decline audited. The Parties agree to comply with such request or may xxxx actual costs incurred in complying subsequent retain records of call detail for two years from when the calls were initially reported to the concurrence of the reviewing other Party. 32.7 For purposes of conducting an 35.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 35.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 35.5 Except as may be otherwise provided in this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownat the auditing Party’s expense. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement35.6 Intentionally Left Blank.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms frms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%%%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One and one-half percent (1 ½%) of or the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § Section 9.0 of this Agreement. 32.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this AgreementAgreement as are the principles). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 38.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Billed (auditing) Party may audit the other Billing Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Billing (audited) Party’s billing and invoicing. The Billing Party may audit the Billed Party’s books, records and other documents once in each Contract Year for verification of the accuracy of information that the Billing (auditing) Party is entitled, under this Agreement, to rely on in billing and invoicing for services provided to the Billed (audited) Party hereunder. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty thirty (6030) days after notice thereof. 32.2 38.2 The review Billing Party will consist promptly correct any billing error that is revealed in an audit, including making refund of an examination and verification any overpayment by the Billed Party in the form of data involving records, systems, procedures and other information related to a credit on the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records invoice for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from first full billing cycle after the Requesting Party’s receipt Parties have agreed upon the accuracy of the final audit report to compensate for any errors or omissions results. The credit shall include interest on the overpayment, which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four (24) months from the date the audit began. One and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time in accordance with Section 9.2.1 of the overcharge, not to exceed twenty-four (24) months from the date the audit began, to the day of payment or creditthis Agreement. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 13 of this Agreement. 32.4 38.3 Each Party will cooperate fully in any such auditaudit performed pursuant to Section 38.1, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Billing Party’s bills. 32.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and The audit will be conducted in a manner that will not interfere with the audited Party’s during normal business operations. 32.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, hours at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, an office designated by the Party being reviewed may, at its option, decline audited. The Parties agree to comply with such request or may xxxx actual costs incurred in complying subsequent retain records of call detail for two years from when the calls were initially reported to the concurrence of the reviewing other Party. 32.7 For purposes of conducting an 38.4 Either Party may audit the other Party’s books, records and documents more than once during any Contract Year if the audit pursuant to Section 38.1 found previously uncorrected net variances or errors in invoices in the other Party’s favor with an aggregate value of at least two percent (2%) of the amounts payable by the Billed Party for Resale services, Network Elements, Combinations or usage based charges provided during the period covered by the audit. 38.5 Except as may be otherwise provided in this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownat the auditing Party’s expense. 32.8 38.6 Intentionally Left Blank. 38.7 Information obtained or received by a either Party in conducting the inspections described in § 32.0 shall connection with Sections 38.1 through 38.6 will be subject to the confidentiality provisions of § 6.0 Section 6 of this Agreement.

Verification Reviews. 32.1 ‌ 30.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 30.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four (24) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 30.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four six (246) months from the date the audit began. One and one-half percent (1 ½%1½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly from the time of the overcharge, not to exceed twenty-four six (246) months from the date the audit began, to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § 9.0 Section 6.0 of Attachment 2, (Resale) of this Agreement. 32.4 30.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 30.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 30.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 30.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shown. 32.8 30.8 Information obtained or received by a Party in conducting the inspections described in § 32.0 30.0 shall be subject to the confidentiality provisions of § 6.0 of this Agreement.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement., whether or not marked as confidential. SouthEast Telephone, Inc. DATE

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms invoicing for this purposethe previous twelve (12) months. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information for a period of no greater than the previous twelve (12) months, as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of or the highest interest rate allowable by law for commercial transactions transactions, shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s billsbills for the prior twelve (12) months. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations. 32.6 31.6 The Party requesting a verification review shall fully bear its own costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx bill actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.

Verification Reviews. 32.1 31.1 Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party may audit the other Party’s relevant books, records and other documents pertaining to services provided under this Agreement once in each Contract Year solely for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. The Parties may employ other persons or firms for this purpose. Such audit will take place at a time and place agreed on by the Parties no later than sixty (60) days after notice thereof. 32.2 31.2 The review will consist of an examination and verification of data involving records, systems, procedures and other information related to the services performed by either Party as related to settlement charges or payments made in connection with this Agreement as determined by either Party to be reasonably required. Each Party shall maintain reasonable records for a minimum of twenty-four twelve (2412) months and provide the other Party with reasonable access to such information as is necessary to determine amounts receivable or payable under this Agreement. 32.3 31.3 Adjustments, credits, or payments shall be made and any corrective action shall commence within thirty (30) days from the Requesting Party’s receipt of the final audit report to compensate for any errors or omissions which are disclosed by such audit and are agreed to by the Parties. Audit findings may be applied retroactively for no more than twenty-four twelve (2412) months from the date the audit began. One Interest shall not exceed one and one-half percent (1 ½%) of the highest interest rate allowable by law for commercial transactions shall be assessed and shall be computed by compounding monthly daily from the time of the overcharge, not to exceed twenty-four twelve (2412) months from the date the audit began, began to the day of payment or credit. Any disputes concerning audit results will be resolved pursuant to the Dispute Resolution procedures described in § §9.0 of this Agreement. 32.4 31.4 Each Party will cooperate fully in any such audit, providing reasonable access to any and all appropriate employees and books, records and other documents reasonably necessary to assess the accuracy of the Party’s bills. 32.5 31.5 Verification reviews will be limited in frequency to once per twelve (12) month period, with provision for staged reviews, as mutually agreed, so that all subject matters are not required to be reviewed at the same time. Verification reviews will be scheduled subject to the reasonable requirements and limitations of the audited Party and will be conducted in a manner that will not interfere with the audited Party’s business operations.. DocuSign Envelope ID: 7D95C603-9B13-415A-8896-DE487D77824D 32.6 31.6 The Party requesting a verification review shall fully bear its costs associated with conducting a review. The Party being reviewed will provide access to required information, as outlined in this Section, at no charge to the reviewing Party. Should the reviewing Party request information or assistance beyond that reasonably required to conduct such a review, the Party being reviewed may, at its option, decline to comply with such request or may xxxx actual costs incurred in complying subsequent to the concurrence of the reviewing Party. 32.7 31.7 For purposes of conducting an audit pursuant to this Agreement, the Parties may employ other persons or firms for this purpose (so long as said Parties are bound by this Agreement). The Parties will bear their own reasonable expenses associated with this inspection. Subsequent audits will be scheduled when and if cause is shownthe audit. 32.8 31.8 Information obtained or received by a either Party in conducting the inspections audit described in § 32.0 §31.0 shall be subject to the confidentiality provisions of § §6.0 of this Agreement, whether or not marked as confidential.