The URL can be used to link to this page

Home My WebLink About20020424Application (Part A).pdfve nan 17933 N.W.Evergreen Pkwy P.O.Box 1100April22,2002 Beaverton,OR 97076 Ms.Jean D.Jewell Idaho Public Utilities Commission 472 W.Washington Boise,ID 83720 /¿/Q-/9j Re:Agreement between DSLnet Communications LLC and Verizon Northwest Inc. Dear Ms.Jewell: Enclosed you will find for approval,an original plus three copies of a fully executed comprehensive agreement between DSLnet Communications LLC and Verizon Northwest Inc.f/k/a GTE Northwest Incorporated. If you have any questions regarding this filing,please contact Renee Willer at 503/645-7909. Sinc ely, Allan T.Thoms Vice President -Public Policy &External Affairs ATT:ckw c:Schula Hobbs -DSLnet Communications LLC Missy Blankenship -Verizon AGREEMENT by and between DSLNET COMMUNICATIONS LLC and VERIZON NORTHWEST INC.,F/K/A GTE NORTHWEST INCORPORATED FOR THE STATE OF IDAHO DSLnet ID Comp v2.3.doc TABLE OF CONTENTS AGREEMENT...................................................................................................................................1 1 .The Agreement ............................................................................................................1 2.Term a ndTerm i n ation ................................................................................................1 3.Glossary and Attachments.........................................................................................2 4.Applicable Law ............................................................................................................2 5.Assignment..................................................................................................................3 6.Assur a nce of Pa yment ...............................................................................................3 7.Audits ...........................................................................................................................4 8 .Author i z at ion ...............................................................................................................5 9.Billing and Payment;Disputed Amounts .................................................................5 1 0.Confi dent i aIity .............................................................................................................6 1 1 .Counterp arts ................................................................................................................8 12.Defauit ..........................................................................................................................8 13.Discontinuance of Service by DSLnet ......................................................................8 1 4.Di sputeResolution .....................................................................................................9 15.Force Majeure ..............................................................................................................9 16.Forecasts ...................................................................................................................10 17.Fraud ..........................................................................................................................10 18.Good Faith Performance ..........................................................................................10 19.Headings ....................................................................................................................10 20.Indemnification..........................................................................................................10 21.Insurance ...................................................................................................................12 22.Intellectual Property..................................................................................................13 23.Joint Work Product ...................................................................................................14 24.Law Enforcement ......................................................................................................14 25.Liability.......................................................................................................................14 DSLnet ID Comp v2.3.doc 26.NetworkM a na gement ...............................................................................................1 5 27.Non-Exclusive Remedies .........................................................................................16 28.Not i ceofNetworkCh anges .....................................................................................1 6 29.Noti ces .......................................................................................................................1 6 30.Orderi ng andM ai nten a nce .......................................................................................1 7 31.Performance Standards............................................................................................18 32.Point of Contact for DSLnet Customers.................................................................18 33.Predecessor Ag reements .........................................................................................1 8 34.Publicity and Use of Trademarks or Service Marks..............................................19 35.References .................................................................................................................1 9 36.Re Iat i onsh i poftheP a rt i es .......................................................................................1 9 37.Reservat ionofR ights ...............................................................................................2 0 38.Subcontractors..........................................................................................................20 39.Successors and Assigns..........................................................................................20 40.Survival ......................................................................................................................20 41.Taxes ..........................................................................................................................21 42.Technology Upgrades ..............................................................................................23 43.Territory......................................................................................................................23 44.Third Party Beneficiaries..........................................................................................23 4 5.251 a nd 271 Requi rements .......................................................................................2 3 46.252(i)Obligations......................................................................................................24 47.Use of Service............................................................................................................24 48.Waiver.........................................................................................................................24 49.Warranties..................................................................................................................24 50.Withdrawal of Services.............................................................................................24 S IGN ATUREP AG E .......................................................................................................................2 6 GLOSSARY....................................................................................................................................27 1.General Rule ..............................................................................................................27 DSLnet ID Comp v2.3.doc ii 2.Defi ni ti ons ..................................................................................................................2 7 ADD ITI ONALSERV ICES ATTACHMENT....................................................................................4 0 1 .Altern ateB i I 19 dC ai I s ................................................................................................4 0 2.Dialing Parity -Section 251(b)(3).............................................................................40 3.Directory Assistance (DA)and Operator Services (OS).......................................40 4.Directory Listing and Directory Distribution..........................................................40 5.Voice Information Service Traffic............................................................................42 6.Intercept and Referral Announcements..................................................................43 7.Originating Line Number Screening (OLNS)..........................................................43 8.Operations Support Systems (OSS)Services........................................................44 9.Poles,Ducts,Conduits and Rights-of-Way............................................................50 1 0.TeIephoneNumbers..................................................................................................50 11.Routing for Operator Services and Directory Assistance Traffic........................51 INTERCONNECT10N ATTACHMENT...........................................................................................52 1.General .......................................................................................................................52 2.Methods for Interconnection and Trunk Types......................................................52 3.Alternative Interconnection Arrangements ............................................................58 4.Ini ti at i ng Interconne ct ion .........................................................................................58 5.Transmission and Routing of Telephone Exchange Service Traffic...................59 6.Traffic Measurement and Billing over Interconnection Trunks............................60 7.Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5)of the Act...............................................................................................................................61 8.Other Types of Traffic...............................................................................................64 9.Transmission and Routing of Exchange Access Traffic ......................................64 10.Meet-Point Billing Arrangements ............................................................................65 11.Toll Free Service Access Code (e.g.,800/888/877)Traffic....................................68 1 2.Ta ndemTr ans itTr aff ic .............................................................................................69 13.Number Resources,Rate Center Areas and Routing Points................................70 DSLnet ID Comp v2.3.doc iii 14.Joint Network Implementation and Grooming Process;and Installation, Maintenance,Testing and Repair............................................................................71 15.Number Portability -Section 251(B)(2)...................................................................72 16.Transport and Termination of Indirect Interconnection Traffic............................76 RES ALE ATTACHMENT ...............................................................................................................77 1.Genera I .......................................................................................................................77 2.Use of Verizon Telecommunications Services ......................................................77 3.Availability of Verizon Telecommunications Services..........................................78 4.Respons i bi I ityforCh a rges ......................................................................................78 5.OperationsM atters ...................................................................................................78 6.Rates a ndCh arges ....................................................................................................79 NETWORKELEMENTS ATTACHMENT ......................................................................................80 1.Genera I .......................................................................................................................8 0 2.Verizon's Provision of Network Elements..............................................................81 3.Loop Transmission Types........................................................................................82 4.Li neSh a ri ng...............................................................................................................8 8 5.Line Splitting..............................................................................................................94 6.Sub-Loop....................................................................................................................95 7.Inside Wire .................................................................................................................99 8.Dark Fiber...................................................................................................................99 9.Network Interf aceDev i ce .......................................................................................1 03 10.Un bundled Switch ing Ele ments ............................................................................104 11.Un bundled Interoff ice Facilities.............................................................................105 12.Signaling Networks and Call-Related Databases ................................................106 13.Operations Support Systems.................................................................................107 14.Availability of Other Network Elements on an Unbundled Basis.......................107 15.Maintenance of Network Elements........................................................................109 16.Combinations..........................................................................................................109 DSLnet ID Comp v2.3.doc iv 1 7.Ra tes a ndCha rges ..................................................................................................109 COLLO C AT10N ATTACHMENT .................................................................................................110 1.Verizon's Prövision of Collocation........................................................................110 2.DSLnet's Provision of Collocation ........................................................................145 911 ATTACHMENT......................................................................................................................14 6 1 .9 1 1 /E-9 1 1 Arr a ngements ........................................................................................1 46 2.Elect ron ic Interf a ce .................................................................................................1 46 3.91 1 I nterconnect i on ................................................................................................1 47 4.9 1 1 F ac i I i t ies ............................................................................................................1 47 5.Local Number Portability for use with 911 ...........................................................147 6.PSAP Coordination .................................................................................................147 7.911 Compensation ..................................................................................................147 8.911 Rules and Regulations ....................................................................................147 PR I C I NG ATTACHMENT.............................................................................................................1 48 1.Gen era I .....................................................................................................................148 2.Verizon Telecommunications Services Provided to DSLnet for Resale Pursuant totheRes a i e Att a chment .......................................................................................1 48 3.DSLnet Pr i ces ..........................................................................................................1 50 4.Section 271 ..............................................................................................................150 5.ReguIatoryReviewofPr i ces ..................................................................................1 50 IDAHO APPENDIX A TO THE PRICING ATTACHMENT ..........................................................151 APPENDIX A TO THE COLLOCATION ATTACHMENT............................................................167 DSLnet ID Comp v2.3.doc v AGREEMENT PREFACE This Agreement ("Agreement")shall be deemed effective as of March 25,2002 (the "Effective Date"),between DSLnet Communications LLC ("DSLnet"),a Limited Liability Company organized under the laws of the State of Delaware,with offices at 545 Long Wharf Drive,5th Floor,New Haven,Connecticut 06511 and Verizon Northwest inc.,f/kla GTE Northwest Incorporated ("Verizon"),a corporation organized underthe laws of the State of Washingtonwith offices at 1800 41st,Everett,WA 98201 (Verizon and DSLnet may be referred to hereinafter,each, individually as a "Party",and,collectively,as the "Parties"). GENERAL TERMS AND CONDITIONS In consideration of the mutual promises contained in this Agreement,and intending to be legally bound,pursuant to Section 252 of the Act,Verizon and DSLnet hereby agree as follows: 1.The Agreement 1.1 This Agreement includes:(a)the Principal Document;(b)the Tariffs of each Party applicableto the Services that are offered for sale by it in the Principal Document (which Tariffs are incorporated into and made a part of this Agreement by reference);and,(c)an Order by a Party that has been accepted by the other Party. 1.2 Except as otherwise expressly provided in the Principal Document (including,but not limited to,the Pricing Attachment),conflicts among provisions in the Principal Document,Tariffs,and an Order by a Party that has been accepted by the other Party,shall be resolved in accordance with the following order of precedence, where the document identified in subsection "(a)"shall have the highest precedence:(a)the Principal Document;(b)the Tariffs;and,(c)an Order by a Party that has been accepted by the other Party.The fact that a provision appears in the Principal Document but not in a Tariff,or in a Tariff but not in the Principal Document,shall not be interpreted as,or deemed groundsfor finding,a conflict for the purposes of this Section 1.2. 1.3 This Agreement constitutes the entire agreement between the Parties on the subject matter hereof,and supersedes any prior or contemporaneous agreement,understanding,or representation,on the subject matter hereof. Except as otherwise provisioned in the Principal Document,the Principal Documentmay not be waived or modified except by a written document that is signed by the Parties.Subject to the requirements of Applicable Law,a Party shall havethe right to add,modify,or withdraw,its Tariff(s)at any time,without the consent of,or notice to,the other Party. 2.Term and Termination 2.1 This Agreement shall be effective as of the Effective Date and,unless cancelled or terminated earlier in accordance with the terms hereof,shall continue in effect until March 24,2004 (the "Initial Term").Thereafter,this Agreement shall continue in force and effect unless and until cancelled or terminated as provided in this Agreement. 2.2 Either DSLnetor Verizon may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the DSLnet ID Comp v2.3.doc 1 Initial Term by providing written notice of termination at least ninety (90)days in advance of the date of termination. 2.3 If either DSLnet or Verizon provides notice of termination pursuant to Section 2.2 and on or-before the proposed date of termination either DSLnet or Verizon has requested negotiation of a new interconnectionagreement,unless this Agreement is cancelled or terminated earlier in accordancewith the terms hereof (including,but not limited to,pursuant to Section 12),this Agreement shall remain in effect until the earlier of:(a)the effective date of a new interconnection agreement between DSLnet and Verizon;or,(b)the date one (1)year after the proposed date of termination. 2.4 If either DSLnet or Verizon provides notice of termination pursuantto Section 2.2 and by 11:59 PM Eastern Time on the proposed date of termination neither DSLnet nor Verizon has requested negotiation of a new interconnection agreement,(a)this Agreement will terminate at 11:59 PM Eastern Time on the proposed date of termination,and (b)the Services being providedunder this Agreement at the time of termination will be terminated,except to the extent that the Purchasing Party has requested that such Services continue to be provided pursuant to an applicable Tariff or Statement of Generally Available Terms (SGAT). 3.Glossary and Attachments The Glossary and the following Attachments are a part of this Agreement: Additional ServicesAttachment InterconnectionAttachment Resale Attachment UNE Attachment CollocationAttachment 911 Attachment Pricing Attachment 4.Applicable Law 4.1 The construction,interpretation and performance of this Agreement shall be governed by (a)the laws of the United States of America and (b)the laws of the State of Idaho,without regard to its conflicts of laws rules.All disputes relating to this Agreement shall be resolved through the application of such laws. 4.2 Each Party shall remain in compliance with Applicable Law in the course of performing this Agreement. 4.3 Neither Party shall be liable for any delay or failure in performance by it that results from requirements of Applicable Law,or acts or failures to act of any governmentalentity or official. 4.4 Each Party shall promptly notify the other Party in writing of any governmental action that limits,suspends,cancels,withdraws,or otherwise materiallyaffects. the notifying Party's ability to perform its obligations under this Agreement. 4.5 If any provision of this Agreement shall be invalid or unenforceable under Applicable Law,such invalidity or unenforceability shall not invalidate or render unenforceable any other provision of this Agreement,and this Agreement shall DSLnet ID Comp v2.3.doc 2 be construed as if it did not contain such invalid or unenforceable provision; provided,that if the invalid or unenforceable provision is a material provision of this Agreement,or the invalidity or unenforceability materially affects the rights or obligations of a Party hereunder or the ability of a Party to perform any material provision of this Agreement,the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. 4.6 If any legislative,regulatory,judicial or other governmentaldecision,order, determinationor action,or any change in Applicable Law,materiallyaffects any material provision of this Agreement,the rights or obligations of a Party hereunder,or the ability of a Party to perform any material provision of this Agreement,the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisionsto this Agreement as may be required in order to conform the Agreement to Applicable Law. 4.7 Notwithstandinganything in this Agreement to the contrary,if,as a result of any legislative,judicial,regulatory or other governmental decision,order, determination or action,or any change in Applicable Law,Verizon is not required by Applicable Law to provide any Service,payment or benefit,otherwise required to be providedto DSLnet hereunder,then Verizon may discontinue the provision of any such Service,payment or benefit,and DSLnet shall reimburse Verizon for any payment previously made by Verizon to DSLnet that was not required by Applicable Law.Verizon will providethirty (30)days prior written notice to DSLnet of any such discontinuance of a Service,unless a different notice period or different conditions are specified in this Agreement (including,but not limited to,in an applicable Tariff)or Applicable Law for termination of such Service in which event such specified period and/or conditions shall apply. 5.Assignment Neither Party may assign this Agreement or any right or interest under this Agreement, nor delegate any obligation under this Agreement,without the priorwritten consent of the other Party,which consent shall not be unreasonably withheld,conditioned or delayed. Any attempted assignment or delegation in violation of this Section 5 shall be void and ineffectiveand constitute default of this Agreement. 6.Assurance of Payment 6.1 Upon request by Verizon,DSLnet shall provide to Verizon adequate assurance of paymentof amounts due (or to become due)to Verizon hereunder. 6.2 Assurance of payment of charges may be requested by Verizon if DSLnet (a)in Verizon's reasonablejudgment,at the Effective Date or at any time thereafter, does not have established credit with Verizon,(b)in Verizon's reasonable judgment,at the Effective Date or at any time thereafter,is unable to demonstrate that it is creditworthy,(c)fails to timely pay a bill rendered to DSLnet by Verizon,or (d)admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had a case commenced against it) under the U.S.Bankruptcy Code or any other law relatingto bankruptcy, insolvency,reorganization,winding-up,composition or adjustment of debts or the like,has made an assignment for the benefit of creditors or is subject to a receivershipor similar proceeding. DSLnet ID Comp v2.3.doc 3 6.3 Unless otherwise agreed by the Parties,the assurance of payment shall,at Verizon's option,consist of (a)a cash security deposit in U.S.dollars held by Verizon or (b)an unconditional,irrevocable standby letter of credit naming Verizon as the beneficiary thereof and otherwise in form and substance satisfactory to Verizon from a financial institution acceptableto Verizon.The cash security deposit or letter of credit shall be in an amount equal to two (2) months anticipated charges (including,but not limited to,both recurring and non- recurring charges),as reasonably determined by Verizon,for the Services to be provided by Verizon to DSLnet in connection with this Agreement. 6.4 To the extent that Verizon elects to require a cash deposit,the Parties intend that the provision of such deposit shall constitute the grant of a security interest in the deposit pursuant to Article 9 of the Uniform Commercial Code as in effect in any relevant jurisdiction. 6.5 If payment of interest on a cash deposit is required by an applicable Verizon Tariff or by Applicable Law,interest will be paid on any such cash deposit held by Verizon at the higher of the interest rate stated in such Tariff or the interest rate required by Applicable Law. 6.6 Verizon may (but is not obligated to)draw on the letter of credit or cash deposit, as applicable,upon notice to DSLnet in respect of any amounts to be paid by DSLnet hereunder that are not paid within thirty (30)days of the date that payment of such amounts is required by this Agreement. 6.7 If Verizon draws on the letter of credit or cash deposit,upon request by Verizon, DSLnet shall provide a replacement or supplemental letter of credit or cash deposit conforming to the requirements of Section 6.2. 6.8 Notwithstanding anything else set forth in this Agreement,if Verizon makes a request for assurance of payment in accordance with the terms of this Section, then Verizon shall have no obligation thereafter to perform under this Agreement until such time as DSLnet has provided Verizon with such assurance of payment. 6.9 The fact that a deposit or a letter of credit is requested by Verizon hereunder shall in no way relieve DSLnetfrom compliance with the requirements of this Agreement (including,but not limited to,any applicable Tariffs)as to advance payments and payment for Services,nor constitute a waiver or modificationof the terms herein pertaining to the discontinuance of Servicesfor nonpaymentof any amounts payment of which is required by this Agreement. 7.Audits 7.1 Except as may be otherwise specifically provided in this Agreement,either Party ("Auditing Party")may audit the other Party's ("Audited Party")books,records, documents,facilities and systems for the purpose of evaluating the accuracy of the Audited Party's bills.Such audits may be performed once in each Calendar Year;provided,however,that audits may be conducted more frequently (but no more frequently than once in each Calendar Quarter)if the immediately preceding audit found previously uncorrected net inaccuracies in billing in favor of the Audited Party having an aggregate value of at least $1,000,000. 7.2 The audit shall be performed by independent certified public accountants selected and paid by the Auditing Party.The accountants shall be reasonably acceptableto the Audited Party.Prior to commencing the audit,the accountants shall execute an agreement with the Audited Party in a form reasonably acceptableto the Audited Party that protects the confidentiality of the information DSLnet ID Comp v2.3.doc 4 disclosed by the Audited Party to the accountants.The audit shall take place at a time and place agreed upon by the Parties;provided,that the Auditing Party may require that the audit commence no later than sixty (60)days after the Auditing Party has given notice of the audit to the Audited Party. 7.3 Each Party shall cooperate fully in any such audit,providing reasonable access to any and all employees,books,records,documents,facilities and systems, reasonably necessary to assess the accuracy of the Audited Party's bills. 7.4 Audits shall be performed at the Auditing Party's expense,provided that there shall be no charge for reasonableaccess to the Audited Party's employees, books,records,documents,facilities and systems necessary to assess the accuracy of the Audited Party's bills. 8.Authorization 8.1 Verizon represents and warrants that it is a corporation duly organized,validly existing and in good standing under the laws of the State of Washington and has full power and authority to execute and deliver this Agreement and to perform its obligationsunder this Agreement. 8.2 DSLnet represents and warrants that it is a Limited Liability Company duly organized,validly existing and in good standing under the laws of the State of Delaware,and has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. 8.3 DSLnet Certification. Notwithstandingany other provision of this Agreement,Verizon shall have no obligation to perform under this Agreement until such time as DSLnet has obtained such FCC and Commissionauthorization as may be required by Applicable Law for conducting business in Idaho.DSLnet shall not place any orders under this Agreement until it has obtained such authorization.DSLnet shall provide proof of such authorization to Verizon upon request. 9.Billing and Payment;Disputed Amounts 9.1 Except as otherwise provided in this Agreement,each Party shall submit to the other Party on a monthly basis in an itemized form,statement(s)of charges incurred by the other Party under this Agreement. 9.2 Except as otherwise provided in this Agreement,payment of amounts billed for Services provided under this Agreement,whether billed on a monthly basis or as otherwise provided in this Agreement,shall be due,in immediately available U.S. funds,on the later of the following dates (the "Due Date"):(a)the due date specified on the billing Party's statement;or (b)twenty (20)days after the date the statement is received by the billed Party.Payments shall be transmitted by electronic funds transfer. 9.3 If any portion of an amount billed by a Party under this Agreement is subject to a good faith dispute between the Parties,the billed Party shall give notice to the billing Party of the amounts it disputes ("Disputed Amounts")and include in such notice the specific details and reasons for disputing each item.A Party may also dispute prospectively with a single notice a class of charges that it disputes. Notice of a dispute may be given by a Party at any time,either before or after an amount is paid,and a Party's payment of an amount shall not constitute a waiver of such Party's right to subsequently dispute its obligation to pay such amount or DSLnet ID Comp v2.3.doc 5 to seek a refund of any amount paid.The billed Party shall pay by the Due Date all undisputed amounts.Billing disputes shall be subject to the terms of Section 14,Dispute Resolution. 9.4 Charges due to the billing Party that are not paid by the Due Date,shall be subject to a late payment charge.The late payment charge shall be in an amount specified by the billing Party which shall not exceed a rate of one-and- one-half percent (1.5%)of the overdue amount (including any unpaid previously billed late payment charges)per month. 9.5 Although it is the intent of both Parties to submit timely statements of charges, failure by either Party to present statements to the other Party in a timely manner shall not constitute a breach or default,or a waiver of the right to payment of the incurred charges,by the billing Party under this Agreement,and,except for assertion of a provision of Applicable Law that limits the period in which a suit or other proceeding can be brought before a court or other governmental entity of appropriate jurisdiction to collect amounts due,the billed Party shall not be entitled to dispute the billing Party's statement(s)based on the billing Party's failure to submit them in a timely fashion. 10.Confidentiality 10.1 As used in this Section 10,"Confidential Information"means the following information that is disclosed by one Party ("Disclosing Party")to the other Party ("Receiving Party")in connection with,or anticipation of,this Agreement: 10.1.1 Books,records,documents and other information disclosed in an audit pursuant to Section 7; 10.1.2 Any forecasting information provided pursuant to this Agreement; 10.1.3 Customer Information (except to the extent that (a)the Customer information is published in a directory,(b)the Customer information is disclosed through or in the course of furnishing a Telecommunications Service,such as a Directory Assistance Service,Operator Service, Caller ID or similar service,or LlDB service,or (c)the Customer to whom the Customer information is related has authorized the Receiving Party to use and/or disclose the Customer Information); 10.1.4 information related to specific facilities or equipment (including,but not limited to,cable and pair information); 10.1.5 any information that is in written,graphic,electromagnetic,or other tangible form,and marked at the time of disclosure as "Confidential"or "Proprietary;"and 10.1.6 any information that is communicated orally or visually and declared to the Receiving Party at the time of disclosure,and by written notice with a statement of the information given to the Receiving Party within ten (10)days after disclosure,to be "Confidential or "Proprietary". Notwithstandingany other provision of this Agreement,a Party shall have the right to refuse to accept receipt of information which the other Party has identified as Confidential Information pursuant to Sections 10.1.5 or 10.1.6. 10.2 Except as otherwise provided in this Agreement,the Receiving Party shall: DSLnet ID Comp v2.3.doc 6 10.2.1 use the Confidential Information received from the Disclosing Party only in performance of this Agreement;and 10.2.2 using the same degree of care that it uses with similar confidential -information of its own (but in no case a degree of care that is less than commercially reasonable),hold Confidential Informationreceived from the Disclosing Party in confidence and restrict disclosure of the Confidential Information solely to those of the Receiving Party's Affiliates and the directors,officers,employees,Agents and contractors of the Receiving Party and the Receiving Party's Affiliates, that have a need to receive such Confidential Informationin order to perform the Receiving Party's obligations under this Agreement.The Receiving Party's Affiliates and the directors,officers,employees, Agents and contractors of the Receiving Party and the Receiving Party's Affiliates,shall be required by the Receiving Party to comply with the provisions of this Section 10 in the same manner as the Receiving Party.The Receiving Party shall be liable for any failure of the Receiving Party's Affiliates or the directors,officers,employees, Agents or contractors of the Receiving Party or the Receiving Party's Affiliates,to comply with the provisionsof this Section 10. 10.3 The Receiving Party shall return or destroy all Confidential Information received from the Disclosing Party,including any copies made by the Receiving Party, within thirty (30)days after a written request by the Disclosing Party is delivered to the Receiving Party,except for (a)Confidential Information that the Receiving Party reasonably requires to perform its obligations under this Agreement,and (b)one copy for archival purposes only. 10.4 Unless otherwise agreed,the obligations of Sections 10.2 and 10.3 do not apply to information that: 10.4.1 was,at the time of receipt,already in the possession of or known to the Receiving Party free of any obligation of confidentiality and restriction on use; 10.4.2 is or becomes publicly available or known through no wrongful act of the Receiving Party,the Receiving Party's Affiliates,or the directors, officers,employees,Agents or contractors of the Receiving Party or the Receiving Party's Affiliates; 10.4.3 is rightfully receivedfrom a third person having no direct or indirect obligation of confidentiality or restriction on use to the Disclosing Party with respect to such information; 10.4.4 is independentlydeveloped by the Receiving Party; 10.4.5 is approvedfor disclosure or use by written authorization of the Disclosing Party (including,but not limited to,in this Agreement);or 10.4.6 is required to be disclosed by the Receiving Party pursuantto Applicable Law,provided that the Receiving Party shall have made commercially reasonable efforts to give adequate notice of the requirementto the Disclosing Party in order to enable the Disclosing Party to seek protectivearrangements. 10.5 Notwithstandingthe provisions of Sections 10.1 through 10.4,the Receiving Party may use and disclose Confidential Information receivedfrom the Disclosirà DSLnet ID Comp v2.3.doc 7 Party to the extent necessary to enforce the Receiving Party's rights under this Agreement or Applicable Law.In making any such disclosure,the Receiving Party shall make reasonable efforts to preservethe confidentialityand restrict the use of the Confidential Information while it is in the possession of any person to whom it is disclosed,including,but not limited to,by requestingany governmental entity to whom the Confidential information is disclosed to treat it as confidential and restrict its use to purposes relatedto the proceeding pending before it. 10.6 The Disclosing Party shall retain all of the Disclosing Party's right,title and interest in any Confidential Information disclosed by the Disclosing Party to the Receiving Party.Except as otherwise expressly provided in this Agreement,no license is granted by this Agreement with respect to any Confidential Information (including,but not limited to,under any patent,trademark or copyright),nor is any such license to be implied solely by virtue of the disclosure of Confidential Information. 10.7 The provisions of this Section 10 shall be in addition to and not in derogationof any provisions of Applicable Law,including,but not limited to,47 U.S.C.§222, and are not intended to constitute a waiver by a Party of any right with regard to the use,or protection of the confidentiality of,CPNI provided by Applicable Law. 10.8 Each Party's obligations under this Section 10 shall survive expiration, cancellation or termination of this Agreement. 11.Counterparts This Agreement may be executed in two or more counterparts,each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 12.Default if either Party ("DefaultingParty")fails to make a payment required by this Agreement (including,but not limited to,any payment required by Section 9.3 of undisputed amounts to the billing Party)or materially breaches any other material provision of this Agreement, and such failure or breach continues for thirty (30)days after written notice thereof from the other Party,the other Party may,by written notice to the Defaulting Party,(a) suspend the provision of any or all Services hereunder,or (b)cancel this Agreement and terminate the provision of all Services hereunder. 13.Discontinuance of Service by DSLnet 13.1 If DSLnet proposes to discontinue,or actually discontinues,its provision of service to all or substantially all of its Customers,whether voluntarily,as a result of bankruptcy,or for any other reason,DSLnet shall send written notice of such discontinuance to Verizon,the Commission,and each of DSLnet's Customers. DSLnet shall provide such notice such number of days in advance of discontinuance of its service as shall be required by Applicable Law.Unless the period for advance notice of discontinuance of service required by Applicable Law is more than thirty (30)days,to the extent commerciallyfeasible,DSLnet shall send such notice at least thirty (30)days priorto its discontinuance of service. 13.2 Such notice must advise each DSLnet Customer that unless action is taken by the DSLnet Customer to switch to a different carrier prior to DSLnet's proposed DSLnet ID Comp v2.3.doc 8 discontinuance of service,the DSLnet Customer will be without the service provided by DSLnet to the DSLnet Customer. 13.3 Should a DSLnet Customer subsequently become a Verizon Customer,DSLnet shall provide Verizon with all information necessary for Verizon to establish service for the DSLnet Customer,including,but not limited to,the DSLnet Customer's billed name,listed name,service address,and billing address,and the services being provided to the DSLnetCustomer. 13.4 Nothing in this Section 13 shall limit Verizon's right to cancel or terminate this Agreement or suspend provision of Services under this Agreement. 14.Dispute Resolution 14.1 Except as otherwise provided in this Agreement,any dispute between the Parties regarding the interpretation or enforcement of this Agreement or any of its terms shall be addressed by good faith negotiation between the Parties.To initiate such negotiation,a Party must provide to the other Party written notice of the dispute that includes both a detailed description of the dispute or alleged nonperformance and the name of an individual who will serve as the initiating Party's representative in the negotiation.The other Party shall have ten Business Days to designate its own representative in the negotiation.The Parties'representatives shall meet at least once within 45 days after the date of the initiating Party's written notice in an attempt to reach a good faith resolution of the dispute.Upon agreement,the Parties'representatives may utilize other alternative dispute resolution procedures such as private mediationto assist in the negotiations. 14.2 If the Parties have been unable to resolve the dispute within 45 days of the date of the initiating Party's written notice,either Party may pursue any remedies available to it under this Agreement,at law,in equity,or otherwise,including,but not limited to,instituting an appropriate proceeding before the Commission,the FCC,or a court of competentjurisdiction. 15.Force Majeure 15.1 Neither Party shall be responsible for any delay or failure in performancewhich results from causes beyond its reasonable control ("Force Majeure Events"),whether or not foreseeable by such Party.Such Force Majeure Events include, but are not limited to,adverse weather conditions,flood,fire,explosion, earthquake,volcanic action,power failure,embargo,boycott,war,revolution,civil commotion,act of public enemies,labor unrest (including,but not limited to, strikes,work stoppages,slowdowns,picketing or boycotts),inability to obtain equipment,parts,software or repairs thereof,acts or omissions of the other Party,and acts of God. 15.2 If a Force Majeure Event occurs,the non-performing Party shall give prompt notificationof its inability to perform to the other Party.During the periodthat the non-performing Party is unable to perform,the other Party shall also be e×cused from performanceof its obligations to the extent such obligations are reciprocal to,or depend upon,the performance of the non-performing Party that has been prevented by the Force Majeure Event.The non-performing Party shall use commercially reasonable efforts to avoid or remove the cause(s)of its non- performanceand both Parties shall proceed to perform once the cause(s)are removed or cease. DSLnet ID Comp v2.3.doc 9 15.3 Notwithstandingthe provisions of Sections 15.1 and 15.2,in no case shall a Force Majeure Event excuse either Party from an obligation to pay money as required by this Agreement. 15.4 Nothing in this Agreement shall require the non-performing Party to settle any labor dispute except as the non-performing Party,in its sole discretion, determines appropriate. 16.Forecasts In addition to any other forecasts required by this Agreement,upon request by Verizon, DSLnet shall provideto Verizon forecasts regarding the Services that DSLnet expects to purchasefrom Verizon,including,but not limited to,forecasts regardingthe types and volumes of Services that DSLnet expects to purchase and the locations where such Serviceswill be purchased. 17.Fraud DSLnetassumes responsibilityfor all fraud associated with its Customers and accounts. Verizon shall bear no responsibility for,and shall have no obligationto investigate or make adjustments to DSLnet's account in cases of,fraud by DSLnet's Customers or other third parties. 18.Good Faith Performance The Parties shall act in good faith in their performance of this Agreement.Except as otherwise expressly stated in this Agreement (including,but not limited to,where consent,approval,agreement or a similar action is stated to be within a Party's sole discretion),where consent,approval,mutual agreement or a similar action is required by any provision of this Agreement,such action shall not be unreasonably withheld, conditioned or delayed. 19.Headings The headings used in the Principal Document are insertedfor convenienceof reference only and are not intendedto be a part of or to affect the meaning of the Principal Document. 20.Indemnification 20.1 Each Party ("Indemnifying Party")shall indemnify,defend and hold harmless the other Party ("Indemnified Party"),the Indemnified Party's Affiliates,and the directors,officers and employees of the Indemnified Party and the Indemnified Party's Affiliates,from and against any and all Claims that arise out of bodily injury to or death of any person,or damage to,or destruction or loss of,tangible real and/or personal property of any person,to the extent such injury,death, damage,destruction or loss,was proximately caused by the grossly negligent or intentionally wrongful acts or omissions of the Indemnifying Party,the Indemnifying Party's Affiliates,or the directors,officers,employees,Agents or contractors (excludingthe indemnified Party)of the indemnifying Party or the Indemnifying Party's Affiliates,in connection with this Agreement. 20.2 IndemnificationProcess. 20.2.1 As used in this Section 20,"Indemnified Person"means a person whom an Indemnifying Party is obligated to indemnify,defend and/or hold harmless under Section 20.1. DSLnet ID Comp v2.3.doc 10 20.2.2 An Indemnifying Party's obligations under Section 20.1 shall be conditioned upon the following: 20.2.3 The IndemnifiedPerson:(a)shall give the Indemnifying Party notice of the Claim promptly after becoming aware thereof (includinga statement of facts known to the Indemnified Person related to the Claim and an estimate of the amount thereof);(b)prior to taking any material action with respect to a Third Party Claim,shall consult with the indemnifying Party as to the procedure to be followed in defending, settling,or compromisingthe Claim;(c)shall not consent to any settlement or compromise of a Third Party Claim without the written consent of the Indemnifying Party;(d)shall permit the Indemnifying Party to assume the defense of a Third Party Claim (including,except as provided below,the compromise or settlement thereof)at the Indemnifying Party's own cost and expense,provided,however,that the Indemnified Person shall have the right to approve the IndemnifyingParty's choice of legal counsel. 20.2.4 If the Indemnified Person fails to comply with Section 20.2.3 with respect to a Claim,to the extent such failure shall have a material adverse effect upon the Indemnifying Party,the indemnifying Party shall be relieved of its obligationto indemnify,defend and hold harmless the Indemnified Person with respect to such Claim under this Agreement. 20.2.5 Subject to 20.2.6 and 20.2.7,below,the Indemnifying Party shall have the authority to defend and settle any Third Party Claim. 20.2.6 With respect to any Third Party Claim,the Indemnified Person shall be entitled to participate with the Indemnifying Party in the defense of the Claim if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Person.In so participating,the Indemnified Person shall be entitled to employ separate counsel for the defense at the Indemnified Person's expense.The Indemnified Person shall also be entitled to participate,at its owri expense,in the defense of any Claim,as to any portion of the Claim as to which it is not entitled to be indemnified,defended and held harmless by the Indemnifying Party. 20.2.7 In no event shall the Indemnifying Party settle a Third Party Claim or consent to any judgment with regard to a Third Party Claim without the prior written consent of the Indemnified Party,which shall not be unreasonably withheld,conditioned or delayed.In the event the settlement or judgment requires a contributionfrom or affects the rights of an Indemnified Person,the Indemnified Person shall have the right to refuse such settlement or judgment with respect to itself and,at its own cost and expense,take over the defense against the Third Party Claim,provided that in such event the Indemnifying Party shall not be responsiblefor,nor shall it be obligated to indemnify or hold harmless the Indemnified Person against,the Third Party Claim for any amount in excess of such refused settlement or judgment. 20.2.8 The Indemnified Person shall,in all cases,assert any and all provisions in applicable Tariffs and Customer contracts that limit liability to third persons as a bar to,or umitation on,any recovery by a third-person claimant. DSLnet ID Comp v2.3.doc 11 20.2.9 The Indemnifying Party and the Indemnified Person shall offer each other all reasonable cooperation and assistance in the defense of any Third Party Claim. 20.3 Each Party agrees that it will not implead or bring any action against the other Party,the other Party's Affiliates,or any of the directors,officers or employeesof the other Party or the other Party's Affiliates,based on any claim by any person for personal injury or death that occurs in the course or scope of employmentof such person by the other Party or the other Party's Affiliate and that arises out of performance of this Agreement. 20.4 Each Party's obligations under this Section 20 shall survive expiration, cancellation or termination of this Agreement. 21.Insurance 21.1 DSLnetshall maintain during the term of this Agreement and for a period of two years thereafter all insurance and/or bonds required to satisfy its obligations under this Agreement (including,but not limited to,its obligations set forth in Section 20 hereof)and all insurance and/or bonds required by Applicable Law. The insurance and/or bonds shall be obtained from an insurer having an A.M. Best insurance rating of at least A-,financial size category Vll or greater.At a minimum and without limiting the foregoing undertaking,DSLnetshall maintain the following insurance: 21.1.1 CommercialGeneral Liability Insurance,on an occurrence basis, including but not limited to,premises-operations,broad form property damage,products/completedoperations,contractual liability, independent contractors,and personal injury,with limits of at least $2,000,000 combined single limit for each occurrence. 21.1.2 Commercial Motor Vehicle Liability Insurance covering all owned,hired and non-ownedvehicles,with limits of at least $2,000,000 combined single limit for each occurrence. 21.1.3 Excess Liability Insurance,in the umbrellaform,with limits of at least $10,000,000 combined single limit for each occurrence. 21.1.4 Worker's Compensation Insuranceas required by Applicable Law and Employer's Liability Insurancewith limits of not less than $2,000,000 per occurrence. 21.1.5 All risk property insurance on a full replacement cost basis for all of DSLnet's real and personal property located at any Collocation site or otherwise located on or in any Verizon premises (whether owned, leased or otherwise occupied by Verizon),facility,equipment or right- of-way. 21.2 Any deductibles,self-insured retentionsor loss limits ("Retentions")for the foregoing insurance must be disclosed on the certificates of insurance to be provided to Verizon pursuant to Sections 21.4 and 21.5,and Verizon reserves the right to reject any such Retentions in its reasonable discretion.All Retentions shall be the responsibility of DSLnet. 21.3 DSLnet shall name Verizon and Verizon's Affiliates as additional insureds on the foregoing liability insurance. DSLnet ID Comp v2.3.doc 12 21.4 DSLnet shall,within two (2)weeks of the Effective Date hereof at the time of each renewal of,or material change in,DSLnet 's insurance policies,and at such other times as Verizon may reasonably specify,furnish certificates or other proof of the foregoing insurance reasonably acceptable to Verizon.The certificates or other proof of the foregoing insuranceshall be sent to:Director -Contract Performance&Administration,Verizon Wholesale Markets,600 Hidden Ridge, HQEWMNOTICES,Irving.TX 75038. 21.5 DSLnetshall require its contractors,if any,that may enter upon the premises or access the facilities or equipment of Verizon or Verizon's affiliates to maintain insurance in accordance with Sections 21.1 through 21.3 and,if requested,to furnish Verizon certificates or other adequate proof of such insurance acceptable to Verizon in accordance with Section 21.4 21.6 If DSLnet or DSLnet's contractors fail to maintain insuranceas required in Sections 21.1 through 21.5,above,Verizon may (but shall not be obligated to) purchasesuch insurance and DSLnet shall reimburseVerizon for the cost of the insurance. 21.7 Certificates furnished by DSLnet or DSLnet's contractors shall contain a clause stating:"Verizon Northwest Inc.,f/k/a GTE Northwest Incorporatedshall be notified in writing at least thirty (30)days prior to cancellation of,or any material change in,the insurance." 22.Intellectual Property 22.1 Except as expressly stated in this Agreement,this Agreement shall not be construed as granting a license with respect to any patent,copyright,trade name,trademark,service mark,trade secret or any other intellectual property, now or hereafter owned,controlled or licensable by either Party.Except as expressly stated in this Agreement,neither Party may use any patent, copyrightable materials,trademark,trade name,trade secret or other intellectual property right,of the other Party except in accordance with the terms of a separate license agreement between the Parties granting such rights. 22.2 Except as stated in Section 22.4,neither Party shall have any obligationto defend,indemnify or hold harmless,or acquire any license or right for the benefit of,or owe any other obligation or have any liability to,the other Party or its Affiliates or Customers based on or arising from any Third Party Claim alleging or asserting that the provision or use of any service,facility,arrangement,or software by either Party under this Agreement,or the performance of any service or method,either alone or in combination with the other Party,constitutes direct, vicarious or contributory infringement or inducement to infringe,or misuse or misappropriation of any patent,copyright,trademark,trade secret,or any other proprietary or intellectual property right of any Party or third person.Each Party, however,shall offer to the other reasonable cooperation and assistance in the defense of any such claim. 22.3 NOTWITHSTANDINGANY OTHER PROVISION OF THIS AGREEMENT,THE PARTIESAGREE THAT NEITHER PARTY HAS MADE,AND THAT THERE DOES NOT EXIST,ANY WARRANTY,EXPRESS OR IMPLIED,THAT THE USE BY EACH PARTYOF THE OTHER'S SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF INFRINGEMENT, MISUSE,OR MISAPPROPRIATION OF ANY INTELLECTUALPROPERTY RIGHT. DSLnet ID Comp v2.3.doc 13 22.4 DSLnet agrees that the Services provided by Verizon hereunder shall be subject to the terms,conditions and restrictions contained in any applicable agreements (including,but not limited to software or other intellectual property license agreements)between Verizon and Verizon's vendors.Verizon agrees to advise DSLnet,directly or through a third party,of any such terms,conditions or restrictions that may limit any DSLnet use of a Service provided by Verizon that is otherwise permitted by this Agreement.At DSLnet's written request,to the extent required by Applicable Law,Verizon will use Verizon's best efforts,as commercially practicable,to obtain intellectual property rights from Verizon's vendor to allow DSLnet to use the Service in the same manner as Verizon that are coextensive with Verizon's intellectual property rights,on terms and conditions that are equal in quality to the terms and conditions under which Verizon has obtained Verizon's intellectual property rights.DSLnetshall reimburse Verizon for the cost of obtaining such rights. 23.Joint Work Product The Principal Document is the joint work product of the Parties,has been negotiated by the Parties,and shall be fairly interpreted in accordance with its terms.In the event of any ambiguities,no inferences shall be drawn against either Party. 24.Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement,including,but not limited to,the production of records,the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations,and,the installation of wiretaps,trap-and-trace facilities and equipment,and dialed number recordingfacilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the.Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities,except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including,but not limited to,lines established to support interception of communications on other lines),or the installation of other services,facilities or arrangements,a Party may act to preventthe other Party from obtaining access to informationconcerning such lines,services,facilities and arrangements,through operations support system interfaces. 25.Liability 25.1 As used in this Section 25,"Service Failure"means a failure to comply with a direction to install,restore or terminate Services under this Agreement,a failure to provide Services under this Agreement,and failures,mistakes,omissions, interruptions,delays,errors,defects or the like,occurring in the course of the provision of any Services under this Agreement. 25.2 Except as otherwise stated in Section 25.5,the liability,if any,of a Party,a Party's Affiliates,and the directors,officers and employees of a Party and a Party's Affiliates,to the other Party,the other Party's Customers,and to any other person,for Claims arising out of a Service Failure shall not exceed an amount equal to the pro rata applicable monthly chargefor the Services that are subject to the Service Failure for the period in which such Service Failure occurs. DSLnet ID Comp v2.3.doc 14 25.3 Except as otherwise stated in Section 25.5,a Party,a Party's Affiliates,and the directors,officers and employees of a Party and a Party's Affiliates,shall not be liable to the other Party,the other Party's Customers,or to any other person,in connectionwith this Agreement (including,but not limited to,in connection with a Service Feilure or any breach,delay or failure in performance,of this Agreement) for special,indirect,incidental,consequential,reliance,exemplary,punitive,or like damages,including,but not limited to,damages for lost revenues,profits or savings,or other commercial or economic loss,even if the person whose liability is excluded by this Section has been advised of the possibility of such damages. 25.4 The limitations and exclusions of liability stated in Sections 25.1 through 25.3 shall apply regardless of the form of a claim or action,whether statutory,in contract,warranty,strict liability,tort (including,but not limited to,negligenceof a Party),or otherwise. 25.5 Nothing contained in Sections 25.1 through 25.4 shall exclude or limit liability: 25.5.1 under Sections 20,Indemnification,or 41,Taxes. 25.5.2 for any obligation to indemnify,defend and/or hold harmless that a Party may have under this Agreement. 25.5.3 for damages arising out of or resulting from bodily injury to or death of any person,or damage to,or destruction or loss of,tangible real and/or personal property of any person,or Toxic or Hazardous Substances,to the extent such damages are otherwise recoverable under Applicable Law; 25.5.4 for a claim for infringement of any patent,copyright,trade name,trade mark,service mark,or other intellectual property interest; 25.5.5 under Section 258 of the Act or any order of FCC or the Commission implementing Section 258;or 25.5.6 under the financial incentive or remedy provisions of any service quality plan required by the FCC or the Commission. 25.6 In the event that the liability of a Party,a Party's Affiliate,or a director,officer or employee of a Party or a Party's Affiliate,is limited and/or excluded under both this Section 25 and a provision of an applicable Tariff,the liability of the Party or other person shall be limited to the smaller of the amounts for which such Party or other person would be liable under this Section or the Tariff provision. 25.7 Each Party shall,in its tariffs and other contracts with its Customers,provide that in no case shall the other Party,the other Party's Affiliates,or the directors, officers or employees of the other Party or the other Party's Affiliates,be liable to such Customers or other third-persons for any special,indirect,incidental, consequential,reliance,exemplary,punitive or other damages,arising out of a Service Failure. 26.Network Management 26.1 Cooperation.The Parties will work cooperatively in a commercially reasonable manner to install and maintain a reliable network.DSLnet and Verizon will exchange appropriate information (e.g.,network information,maintenance contact numbers,escalation procedures,and information required to comply with requirements of law enforcement and national security agencies)to achievethis DSLnet ID Comp v2.3.doc 15 desired reliability.In addition,the Parties will work cooperatively in a commercially reasonable manner to apply sound network management principles to alleviate or to prevent traffic congestion and subject to Section 17,to minimize fraud associated with third number billed calls,calling card calls,and other services related to this Agreement. 26.2 Responsibilityfor Followinq Standards.Each Party recognizes a responsibilityto follow the standards that may be agreed to betweenthe Parties and to employ characteristics and methods of operation that will not interfere with or impair the service,network or facilities of the other Party or any third parties connectedwith or involved directly in the network or facilities of the other. 26.3 Interferenceor Impairment.If a Party ("Impaired Party")reasonably determines that the services,network,facilities,or methods of operation,of the other Party ("Interfering Party")will or are likely to interfere with or impair the Impaired Party's provision of services or the operation of the Impaired Party's network or facilities, the impaired Party may interrupt or suspend any Service provided to the Interfering Party to the extent necessary to preventsuch interference or impairment,subject to the following: 26.3.1 Except in emergency situations (e.g.,situations involving a risk of bodily injury to persons or damage to tangible property,or an interruption in Customer service)or as otherwise provided in this Agreement,the Impaired Party shall have given the Interfering Party at least ten (10) days'prior written notice of the interference or impairment or potential interference or impairment and the need to correct the condition within said time period;and, 26.3.2 Upon correction of the interference or impairment,the Impaired Party will promptly restore the interrupted or suspended Service.The impaired Party shall not be obligated to provide an out-of-servicecredit allowance or other compensation to the Interfering Party in connection with the suspended Service. 26.4 Outaqe Repair Standard.In the event of an outage or trouble in any Service being provided by a Party hereunder,the Providing Party will follow Verizon's standard proceduresfor isolating and clearing the outage or trouble. 27.Non-Exclusive Remedies Except as otherwise expressly provided in this Agreement,each of the remedies provided under this Agreement is cumulative and is in additionto any other remediesthat may be available under this Agreement or at law or in equity. 28.Notice of Network Changes If a Party makes a change in the information necessary for the transmission and routing of services using that Party's factiities or network,or any other change in its facilities or network that will materially affect the interoperability of its facilities or network with the other Party's facilities or network,the Party making the change shall publish notice of the change at least ninety (90)days in advance of such change,and shall use reasonable efforts,as commercially practicable,to publish such notice at least one hundred eighty (180)days in advance of the change;provided,however,that if an earlier publicationof notice of a change is required by Applicable Law (including,but not limited to,47 CFR 51.325 through 51.335)notice shall be given at the time required by Applicable Law. 29.Notices DSLnet ID Comp v2.3.doc '6 29.1 Except as otherwise provided in this Agreement,notices given by one Party to the other Party under this Agreement: 29.1.1 shall be in writing; 29.1.2 shall be delivered (a)personally,(b)by express delivery service with next Business Day delivery,(c)by First Class,certified or registered U.S.mail,postage prepaid,or (d)by facsimile telecopy,with a copy delivered in accordance with (a),(b)or (c),preceding;and 29.1.3 shall be delivered to the following addresses of the Parties: To DSLnet: Stephen Zamansky 545 Long Wharf Drive,Sth Floor New Haven,Connecticut 06511 Telephone Number:(203)782-7459 Facsimile Number:(203)624-3612 InternetAddress:szamansky@dsl.net To Verizon: Director-Contract Performance &Administration Verizon Wholesale Markets 600 Hidden Ridge HQEWMNOTICES Irving,TX 75038 Telephone Number:972-718-5988 Facsimile Number:972-719-1519 Internet Address:wmnotices@verizon.com with a copy to: Vice President and Associate General Counsel Verizon Wholesale Markets 1515 North Court House Road Suite 500 Arlington,VA 22201 Facsimile:703-351-3664 or to such other address as either Party shall designate by proper notice. Notices will be deemed given as of the earlier of (a)where there is personal delivery of the notice,the date of actual receipt,(b)where the notice is sent via express delivery service for next Business Day delivery,the next Business Day after the notice is sent,(c)where the notice is sent via First Class U.S.Mail, three (3)Business Days after mailing,(d)where notice is sent via certified or registeredU.S.mail,the date of receipt shown on the Postal Service receipt,and (e)where the notice is sent via facsimile telecopy,if the notice is sent on a Business Day and before 5 PM.in the time zone where it is received,on the date set forth on the telecopy confirmation,or if the notice is sent on a non-Business Day or if the notice is sent after 5 PM in the time zone where it is received,the next Business Day after the date set forth on the telecopy confirmation. 30.Ordering and Maintenance DSLnet ID Comp v2.3.doc 17 DSLnet shall use Verizon's electronic Operations Support System access platformsto submit Orders and requests for maintenance and repair of Services,and to engage in other pre-ordering,ordering,provisioning,maintenanceand repair transactions.If Verizon has not yet deployed an electronic capability for DSLnet to perform a pre- ordering,ordering,provisioning,maintenance or repair,transaction offered by Verizon, DSLnet shall use such other processesas Verizon has made available for performing such transaction (including,but not limited,to submission of Orders by telephonic facsimile transmission and placing trouble reports by voice telephone transmission). 31.Performance Standards 3.1.1 Verizon shall provide Services underthis Agreement in accordance with the performance standards required by Applicable Law,including,but not limited to, Section 251(c)of the Act. 31.2 To the extent required by Appendix D,Section V,"Carrier-to-Carrier Performance Plan (Including Performance Measurements),"and Appendix D,AttachmentA, "Carrier-to-Carrier PerformanceAssurance Plan,"of the Merger Order,Verizon shall provide performance measurement results to DSLnet. 31.3 DSLnet shall provide Services under this Agreement in accordance with the performance standards required by Applicable Law. 32.Point of Contact for DSLnet Customers 32.1 DSLnet shall establish telephone numbers and mailing addresses at which DSLnet Customers may communicate with DSLnet and shall advise DSLnet Customers of these telephone numbers and mailing addresses. 32.2 Except as otherwise agreed to by Verizon,Verizon shall have no obligation,and may decline,to accept a communication from a DSLnet customer,including,but not limited to,a DSLnet Customer request for repair or maintenance of a Verizon Service provided to DSLnet. 33.Predecessor Agreements 33.1 Except as stated in Section 33.2 or as otherwise agreed in writing by the Parties: 33.1.1 any prior interconnection or resale agreement between the Parties for the State of Idaho pursuant to Section 252 of the Act and in effect immediately prior to the Effective Date is hereby terminated;and 33.1.2 any Services that were purchased by one Party from the other Party under a prior interconnection or resale agreement betweenthe Parties for the State of Idaho pursuant to Section 252 of the Act and in effect immediately prior to the Effective Date,shall as of the EffectiveDate be subject to and purchased under this Agreement. 33.2 Except as otherwise agreed in writing by the Parties,if a Service purchased by a Party under a prior interconnection or resale agreement between the Parties pursuant to Section 252 of the Act was subject to a contractual commitmentthat it would be purchasedfor a period of longer than one month,and such period had not yet expired as of the Effective Date and the Service had not been terminated prior to the Effective Date,to the extent not inconsistentwith this Agreement,such commitment shall remain in effect and the Service will be purchased under this Agreement;provided,that if this Agreement would DSLnet ID Comp v2.3.doc 18 materially alter the terms of the commitment,either Party make elect to cancel the commitment. 33.3 If either Party elects to cancel the commitment pursuantto the proviso in Section 33.2,the Purchasing Party shall not be liable for any termination charge that would otherwise have applied.However,if the commitmentwas cancelled by the Purchasing Party,the Providing Party shall be entitled to paymentfrom the Purchasing Party of the difference between the price of the Service that was actually paid by the Purchasing Party under the commitment and the price of the Service that would have applied if the commitment had been to purchasethe Service only until the time that the commitment was cancelled. 34.Publicity and Use of Trademarks or Service Marks 34.1 A Party,its Affiliates,and their respective contractors and Agents,shall not use the other Party's trademarks,service marks,logos or other proprietarytrade dress,in connection with the sale of products or services,or in any advertising, press releases,publicity matters or other promotional materials,unless the other Party has given its written consent for such use,which consent the other Party may grant or withhold in its sole discretion. 34.2 Neither Party may imply any direct or indirect affiliation with or sponsorship or endorsement of it or its services or products by the other Party. 34.3 Any violation of this Section 34 shall be considered a material breach of this Agreement. 35.References 35.1 All references to Sections,Appendices and Exhibits shall be deemed to be references to Sections,Appendices and Exhibits of this Agreement unless the context shall otherwise require.· 35.2 Unless the context shall otherwise require,any reference to a Tariff,agreement, technical or other document (includingVerizon or third party guides,practices or handbooks),or provision of Applicable Law,is to such Tariff,agreement, document,or provision of Applicable Law,as amended and supplementedfrom time to time (and,in the case of a Tariff or provision of Applicable Law,to any successor Tariff or provision). 36.Relationship of the Parties 36.1 The relationshipof the Parties under this Agreement shall be that of independent contractors and nothing herein shall be construed as creating any other relationship betweenthe Parties. 36.2 Nothing contained in this Agreement shall make either Party the employee of the other,create a partnership,joint venture,or other similar relationship between the Parties,or grant to either Party a franchise,distributorship or similar interest. 36.3 Except for provisions herein expressly authorizing a Party to act for another Party,nothing in this Agreement shall constitute a Party as a legal representative or Agent of the other Party,nor shall a Party have the right or authority to assume,create or incur any liability or any obligation of any kind,express or implied,against,in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party in writing,which permission may be granted or withheld by the other Party in its sole discretion. DSLnet ID Comp v2.3.doc 19 36.4 Each Party shall have sole authority and responsibility to hire,fire,compensate, supervise,and otherwise control its employees,Agents and contractors.Each Party shall be solely responsible for payment of any Social Security or other taxes that it is required by Applicable Law to pay in conjunction with its employees,Agents and contractors,and for withholding and remittingto the applicable taxing authorities any taxes that it is required by Applicable Law to collect from its employees. 36.5 Except as otherwise expressly provided in this Agreement,no Party undertakes to perform any obligation of the other Party,whether regulatory or contractual,or to assume any responsibilityfor the management of the other Party's business. 36.6 The relationship of the Parties under this Agreement is a non-exclusive relationship. 37.Reservation of Rights 37.1 Notwithstanding anything to the contrary in this Agreement,neither Party waives, and each Party hereby expressly reserves,its rights:(a)to appeal or otherwise seek the reversal of and changes in any arbitration decision associated with this Agreement;(b)to challenge the lawfulness of this Agreement and any provision of this Agreement;(c)to seek changes in this Agreement (including,but not limited to,changes in rates,charges and the Services that must be offered) through changes in Applicable Law;and,(d)to challenge the lawfulness and propriety of,and to seek to change,any Applicable Law,including,but not limited to any rule,regulation,order or decision of the Commission,the FCC,or a court of applicablejurisdiction.Nothing in this Agreement shall be deemed to limit or prejudiceany position a Party has taken or may take before the Commission,the FCC,any other state or federal regulatory or legislative bodies,courts of applicablejurisdiction,or industryfora.The provisions of this Section shall survive the expiration,cancellation or termination of this Agreement. 37.2 DSLnetacknowledges DSLnet has been advised by Verizon that it is Verizon's position that: 37.2.1 This Agreement contains certain provisions which are intendedto reflect Applicable Law and Commission and/or FCC arbitration decisions;and 37.2.2 For the purposes of Appendix D,Sections 31 and 32,of the Merger Order,such provisions shall not be deemed to have been voluntarily negotiated or agreed to by Verizon and shall not be availableto carriers pursuant to Appendix D,Sections 31 and 32 of the Merger Order. 38.Subcontractors A Party may use a contractor of the Party (including,but not limited to,an Affiliate of the Party)to perform the Party's obligations under this Agreement;provided,that a Party's use of a contractorshall not release the Party from any duty or liability to fulfill the Party's obligations under this Agreement. 39.Successors and Assigns This Agreement shall be binding on and inure to the benefit of the Parties and their respective legal successors and permitted assigns. 40.Survival DSLnet ID Comp v2.3.doc 20 The rights,liabilities and obligations of a Party for acts or omissions occurring prior to the expiration,cancellation or termination of this Agreement,the rights,liabilities and obligationsof a Party under any provision of this Agreement regarding confidential information (including but not limited to,Section 10),indemnification or defense (including,but not limited to,Section 20),or limitation or exclusion of liability (including, but not limited to,Section 25),and the rights,liabilities and obligations of a Party under any provision of this Agreement which by its terms or nature is intended to continue beyond or to be performed after the expiration,cancellation or termination of this Agreement,shall survivethe expiration,cancellation or termination of this Agreement. 41.Taxes 41.1 In General.With respect to any purchase hereunder of Services,if any federal, state or local tax,fee,surcharge or other tax-like charge (a "Tax")is required or permitted by Applicable Law or a Tariff to be collected from the Purchasing Party by the Providing Party,then (a)the Providing Party shall properly bill the Purchasing Party for such Tax,(b)the Purchasing Party shall timely remit such Tax to the Providing Party and (c)the Providing Party shall timely remit such collected Tax to the applicable taxing authority. 41.2 Taxes Imposed on the Providinq Party.With respect to any purchase hereunder of Services,if any federal,state or local Tax is imposed by Applicable Law on the receipts of the Providing Party,and such Applicable Law permits the Providing Party to exclude certain receipts received from sales for resale to a public utility, distributor,telephone company,local exchange carrier,telecommunications company or other communications company ("TelecommunicationsCompany"), such exclusion being based solely on the fact that the Purchasing Party is also subject to a tax based upon receipts ("ReceiptsTax"),then the Purchasing Party (a)shall providethe Providing Party with notice in writing in accordance with Section 41.6 of this Agreement of its intent to pay the Receipts Tax and (b)shall timely pay the Receipts Tax to the applicable tax authority. 41.3 Taxes Imposed on Customers.With respect to any purchase hereunder of Services that are resold to a third party,if any federal,state or local Tax is imposed by Applicable Law on the subscriber,end-user,Customer or ultimate consumer ("Subscriber")in connection with any such purchase,which a TelecommunicationsCompany is requiredto impose and/or collect from a Subscriber,then the Purchasing Party (a)shall be required to impose and/or collect such Tax from the Subscriber and (b)shall timely remit such Tax to the applicabletaxing authority. 41.4 Liability for UncollectedTax,Interest and Penalty.If the Providing Party has not receivedan exemption certificate from the Purchasing Party and the Providing Party fails to bill the Purchasing Party for any Tax as required by Section 41.1, then,as between the Providing Party and the Purchasing Party,(a)the Purchasing Party shall remain liable for such unbilled Tax and (b)the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respectto such unbilled Tax by such authority.If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1,then,as betweenthe Providing Party and the Purchasing Party,the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon,as well as any penalty assessed with respect to such uncollectedTax by the applicabletaxing authority.If the Providing Party does not collect any Tax as requiredby Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority,then,as between the Providing Party and the Purchasing DSLnet ID Comp v2.3.doc 21 Party,the Purchasing Party shall be liable for such uncollectedTax and any interest assessed thereon,as well as any penaltyassessed with respect to such uncollected Tax by the applicable taxing authority.If the PurchasingParty fails to pay the Receipts Tax as required by Section 41.2,then,as betweenthe Providing Party and the Purchasing Party,(x)the Providing Party shall be liable for any Tax imposed on its receipts and (y)the Purchasing Party shall be liable for any interest assessed thereon and any penaltyassessed upon the Providing Party with respect to such Tax by such authority.If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then,as between the Providing Party and the Purchasing Party,the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon,as well as any penalty assessed with respectto such uncollectedTax by the applicable taxing authority.With respect to any Tax that the Purchasing Party has agreed to pay,or is required to impose on and/or collect from Subscribers,the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the ProvidingParty as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit,such Tax to such authority.In the event either Party is audited by a taxing authority,the other Party agrees to cooperate fully with the Party being audited in order to respondto any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously. 41.5 Tax exemptionsand Exemption Certificates.If Applicable Law clearly exempts a purchase hereunder from a Tax,and if such Applicable Law also provides an exemption procedure,such as an exemption-certificate requirement,then,if the Purchasing Party complies with such procedure,the Providing Party shall not collect such Tax during the effective period of such exemption.Such exemption shall be effective upon receipt of the exemption certificate or affidavit in accordancewith the terms set forth in Section 41.6.If Applicable Law clearly exempts a purchase hereunder from a Tax,but does not also provide an exemption procedure,then the Providing Party shall not collect such Tax if the Purchasing Party (a)furnishes the Providing Party with a letter signed by an officer requestingsuch an exemption and citing the provision in the Applicable Law which clearly allows such exemptionand (b)supplies the Providing Party with an indemnification agreement,reasonably acceptable to the Providing Party (e.g.,an agreement commonly used in the industry),which holds the Providing Party harmless on an after-ta× basis with respect to its forbearing to collect such Tax. 41.6 All notices,affidavits,exemption-certificates or other communications requiredor permitted to be given by either Party to the other,for purposes of this Section 41. shall be made in writing and shall be delivered in person or sent by certified mail. return receipt requested,or registered mail,or a courier service providing proof of service,and sent to the addressees set forth in Section 29 as well as to the following: To Verizon: Tax Administration Verizon Communications 1095 Avenue of the Americas Room 3109 New York,NY 10036 DSLnet ID Comp v2.3.doc 22 To DSLnet: Controller 545 Long Wharf Drive,5th Floor New Haven,Connecticut 06511 Either Party may from time to time designate another address or other addressees by giving notice in accordance with the terms of this Section.Any notice or other communication shall be deemed to be given when received. 42.Technology Upgrades Notwithstandingany other provision of this Agreement,Verizon shall have the right to deploy,upgrade,migrate and maintain its network at its discretion.The Parties acknowledge that Verizon,at its election,may deploy fiber throughout its network and that such fiber deployment may inhibit or facilitate DSLnet's ability to provide service using certain technologies.Nothing in this Agreement shall limit Verizon's ability to modify its networkthrough the incorporation of new equipment or software or otherwise. DSLnet shall be solely responsible for the cost and activities associated with accommodating such changes in its own network. 43.Territory 43.1 This Agreement applies to the territory in which Verizon operates as an Incumbent Local Exchange Carrier in the State of Idaho.Verizon shall be obligatedto provide Services under this Agreement only within this territory. 43.2 Notwithstanding any other provision of this Agreement,Verizon may terminate this Agreement as to a specific operating territory or portion thereof if Verizon sells or otherwise transfers its operations in such territory or portion thereof to a third-person.Verizon shall provide DSLnet with at least 90 calendar days prior written notice of such termination,which shall be effective upon the date specified in the notice. 44.Third Party Beneficiaries Except as expressly set forth in this Agreement,this Agreement is for the sole benefit of the Parties and their permitted assigns,and nothing herein shall create or be construed to provide any third-persons (including,but not limited to,Customers or contractors of a Party)with any rights (including,but not limited to,any third-party beneficiary rights) hereunder.Except as expressly set forth in this Agreement,a Party shall have no liability under this Agreement to the Customers of the other Party or to any other third person. 45.251 and 271 Requirements 45.1 The Parties agree that the performance of the terms of this Agreement will satisfy Verizon's obligations under Section 251 of the Act,and the requirements of the Checklist under Section 271 of the Act. 45.2 The Parties understand and agree that this Agreement will be filed with the Commission and may thereafter be filed with the FCC as an integral part of an application by Verizon or an Affiliate of Verizon pursuant to Section 271(d)of the Act.In the event that any one or more of the provisions contained herein in Verizon's reasonable determination is likely to adversely affect the application pursuant to Section 271(d)of the Act,the Parties agree to make the revisions necessaryto eliminate such adverse effect on the application. DSLnet ID Comp v2.3.doc 23 46.252(i)Obligations 46.1 To the extent required by Applicable Law,each Party shall comply with Section 252(i)of the Act and Appendix D,Sections 30 through 32,of the Merger Order ("MergerOrder MFN Provisions"). 46.2 To the e×tent that the exercise by DSLnet of any rights it may have under Section 252(i)or the Merger Order MFN Provisions results in the rearrangementof Services by Verizon,DSLnet shall be solely liable for all costs associated therewith,as well as for any termination charges associated with the termination of existing Verizon Services. 47.Use of Service Each Party shall make commercially reasonable efforts to ensure that its Customers comply with the provisions of this Agreement (including,but not limited to the provisions of applicable Tariffs)applicable to the use of Services purchased by it under this Agreement. 48.Waiver A failure or delay of either Party to enforce any of the provisions of this Agreement,or any right or remedy available under this Agreement or at law or in equity,or to require performance of any of the provisions of this Agreement,or to exercise any option which is provided under this Agreement,shall in no way be construed to be a waiver of such provisions,rights,remedies or options. 49.Warranties EXCEPTAS EXPRESSLY STATED IN THIS AGREEMENT,NEITHER PARTY MAKES OR RECEIVES ANY WARRANTY,EXPRESS OR IMPLIED,WITH RESPECTTO THE SERVICES PROVIDED,OR TO BE PROVIDED,UNDER THIS AGREEMENT AND THE PARTIES DISCLAIM ANY OTHER WARRANTIES,INCLUDING BUT NOT LIMITEDTO, WARRANTIES OF MERCHANTABILITY,WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WARRANTIES AGAINST INFRINGEMENT,AND WARRANTIES ARISING BY TRADE CUSTOM,TRADE USAGE,COURSE OF DEALING OR PERFORMANCE,OR OTHERWISE. 50.Withdrawal of Services 50.1 Notwithstanding anything contained in this Agreement,except as otherwise required by Applicable Law,Verizon may terminate its offering and/or provisionof any Service under this Agreement upon thirty (30)days priorwritten notice to DSLnet. 50.2 Notwithstanding anything contained in this Agreement,except as otherwise required by Applicable Law,Verizon may with thirty (30)days prior written notice to DSLnetterminate any provision of this Agreement that providesfor the payment by Verizon to DSLnet of compensation related to traffic,including,but not limited to,Reciprocal Compensation and other types of compensationfor termination of traffic delivered by Verizon to DSLnet.Followingsuch termination, except as otherwise agreed in writing by the Parties,Verizon shall be obligatedto provide compensation to DSLnet relatedto traffic only to the extent requiredby Applicable Law.If Verizon exercises its right of termination under this Section, the Parties shall negotiate in good faith appropriate substitute provisionsfor compensation related to traffic;provided,however,that except as otherwise voluntarily agreed by Verizon in writing in its sole discretion,Verizon shall be DSLnet lD Comp v2.3.doc 24 obligated to provide compensation to DSLnet related to traffic only to the extent required by Applicable Law.If within thirty (30)days after Verizon's notice of terminationthe Parties are unable to agree in writing upon mutually acceptable substitute provisions for compensation related to traffic,either Party may submit their disaýreement to dispute resolution in accordance with Section 14 of this Agreement. DSLnet ID Comp v2.3.doc 25 SIGNATURE PAGE IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of the Effective Date. DSLNET COMMUNICAT N VERIZO W Printed:Wendy Bluemling Printed:StevenJ.Pitterle Title:AVP -RegulatoryAffairs Title:Director -Contract Negotiations DSLnet ID Comp v2.31.doc 26 GLOSSARY L General Rule 1.1 The provisions of Sections 1.2 through 1.4 and Section 2 apply with regard to the Principal Document.Terms used in a Tariff shall havethe meaningsstated in the Tariff. 1.2 Unless the context clearly indicates otherwise,when a term listed in this Glossary is used in the Principal Document,the term shall have the meaning stated in this Glossary.A defined term intended to convey the meaning stated in this Glossary is capitalized when used.Other terms that are capitalized,and not defined in this Glossary or elsewhere in the Principal Document,shall have the meaning stated in the Act.Additional definitions that are specific to the matters covered in a particular provision of the Principal Document may appear in that provision.To the extent that there may be any conflict between a definition set forth in this Glossary and any definition in a specific provision,the definition set forth in the specific provision shall control with respect to that provision. 1.3 Unless the context clearly indicates otherwise,any term defined in this Glossary which is defined or used in the singular shall include the plural,and any term defined in this Glossary which is defined or used in the plural shall include the singular. 1.4 The words "shall"and "will"are used interchangeablythroughout the Principal Documentand the use of either indicates a mandatory requirement.The use of one or the other shall not confer a different degree of right or obligationfor either Party. 2.Definitions 2.1 it. The CommunicationsAct of 1934 (47 U.S.C.§151 et seq.),as from time to time amended (including,but not limited to,by the TelecommunicationsAct of 1996). 2.2 ADSL (Asymmetrical Diqital Subscriber Line). A transmission technology on twisted pair copper Loop plant,which transmits an asymmetrical digital signal of up to 8 Mbps toward the Customer and up to 1 Mbps from the Customer,as specified in ANSI standards T1.413-1998 and Bell Atlantic Technical ReferenceTR-72575. 2.3 Affiliate. Shall have the meaning set forth in the Act. 2.4 Aqent. An agent or servant. 2.5 Aqreement. This Agreement,as defined in Section 1 of the General Terms and Conditions DSLnet ID Comp v2.3.doc 27 2.6 Ancillary Traffic. All traffic that is destinedfor ancillary services,or that may have special billing requirements,including but not limited to the following:DirectoryAssistance, 911/E911·,Operator Services (IntraLATA call completion),IntraLATA third party, collect and calling card,800/888 database query,LIDB,and Voice Information Services Traffic as described in Section 5 of the Additional Services Attachment. 2.7 ANI (Automatic Number Identification). The signaling parameter that refers to the number transmitted through the network identifying the billing number of the calling party. 2.8 Applicable Law. All effective laws,government regulations and government orders,applicable to each Party's performance of its obligations under this Agreement. 2.9 ASR (Access Service Request). An industry standard form,which contains data elements and usage rules used by the Parties to add,establish,change or disconnect services or trunks for the purposes of interconnection. 2.10 BFR (Bona Fide Request). The process described in the Network ElementAttachment that prescribesthe terms and conditions relating to a Party's request that the other Party provide a UNE that it is not otherwise required to provide under the terms of this Agreement. 2.11 Business Day. Mondaythrough Friday,except for holidays. 2.12 Calendar Quarter. January through March,April through June,July through September,or October through December. 2.13 Calendar Year. January through December. 2.14 CCS (Common Channel Siqnalinq). A method of transmitting call set-up and network control data over a digital signaling network separate from the public switched telephone network facilities that carry the actual voice or data content of the call. 2.15 Central Office. A local switching system for connecting lines to lines,lines to trunks,or trunks to trunks for the purpose of originating/terminating calls over the public switched telephone network.A single Central Office may handle several Central Office codes ("NXX").Sometimes this term is used to refer to a telephone company building in which switching systems and telephone equipment are installed. DSLnet ID Comp v2.3.doc 28 2.16 Central Office Switch. A switch used to provide Telecommunications Services,including,but not limited to,an End Office Switch or a Tandem Switch.A Central Office Switch may also be employed as a combination End Office/Tandem Office Switch. 2.17 Claims. Any and all claims,demands,suits,actions,settlements,judgments,fines, penalties,liabilities,injuries,damages,losses,costs (including,but not limited to, court costs),and expenses (including,but not limited to,reasonable attorney's fees). 2.18 CLEC (Competitive Local Exchanqe Carrier). Any Local Exchange Carrier other than Verizon that is operating as a Local Exchange Carrier in the territory in which Verizon operates as an ILEC in the State of Idaho.DSLnet is or shortly will become a CLEC. 2.19 CLLI Codes. Common Language Location Identifier Codes. 2.20 CMDS (Centralized Messaqe Distribution System). The billing record and clearing house transport system that LECs use to exchange out collects and in collects as well as Carrier Access Billing System (CABS)records. 2.21 Commission. Idaho Public Utilities Commission. 2.22 CPN (Callinq Party Number). A CCS parameterthat identifiesthe calling party's telephone number. 2.23 CPNI (Customer Proprietary Network Information). Shall have the meaning set forth in Section 222 of the Act,47 U.S.C.§222. 2.24 Cross Connection. For a Collocation arrangement,the facilities between the collocating Party's equipment and the equipment or facilities of the housing Party (such as the housing Party's digital signal cross connect,Main Distribution Frame,or other suitable frame or panel). 2.25 Customer. A third party residence or business end-user subscriberto Telephone Exchange Services provided by either of the Parties. 2.26 Diqital Siqnal Level. One of several transmission rates in the time-division multiplex hierarchy. DSLnet ID Comp v2.3.doc 29 2.27 DSO (Diqital Siqnal Level 0). The 64kbps zero-level signal in the time-division multiplex hierarchy. 2.28 DS1 (Diqifal Siqnal Level 1). The 1.544 Mbps first-level signal in the time-division multiplex hierarchy. 2.29 DS3 (Diqital Siqnal Level 3). The 44.736 Mbps third-level signal in the time-division multiplex hierarchy. 2.30 EMI (Exchanqe Messaqe Interface). Standard used for the interexchange of telecommunications message information between local exchange carriers and interexchange carriers for billable,non- billable,sample,settlement and study data.Data is provided between companiesvia a unique record layout that contains Customer billing information, account summary and tracking analysis.EMI format is contained in document SR-320 published by the Alliance for Telcom Industry Solutions. 2.31 End Office Switch or End Office. A switching entity that is used to terminate Customer station Loops for the purpose of interconnectionto each other and to trunks. 2.32 Entrance Facility. The facilities between a Party's designated premises and the Central Office serving that designated premises. 2.33 Exchange Access. Shall have the meaning set forth in the Act. 2.34 Extended Local Callinq Scope Arranqement. An arrangement that provides a Customer a local calling scope (Extended Area Service,"EAS"),outside of the Customer's basic exchange serving area. Extended Local Calling Scope Arrangements may be either optional or non- optional."Optional Extended Local Calling Scope Arrangement Traffic"is traffic that under an optional Extended Local Calling Scope Arrangement chosen by the Customer terminates outside of the Customer's basic exchange serving area. 2.35 F_C.C. The Federal Communications Commission. 2.36 FCC Internet Order. Order on Remand and Report and Order,In the Matter of Implementation of the Local Competition Provisions in the TelecommunicationsAct of 1996,Intercarrier Compensation for ISP Bound Traffic,FCC 01-131,CC Docket Nos.96-98 and 99-68,(adopted April 18,2001). 2.37 FCC Requlations. DSLnet ID Comp v2.3.doc 30 The unstayed,effective regulations promulgated by the FCC,as amended from time to time. 2.38 HDSL (Hiqh-Bit Rate Diqital Subscriber Line). A transmission technology that transmits up to a DS1 level signal,using any one of the following line codes:2 Binary/1 Quartenary (2B1Q),CarrierlessAM/PM, Discrete Multitone (DMT),or 3 Binary/1 Octal (3BO). 2.39 IDLC (Inteqrated Diqital Loop Carrier). A subscriber Loop carrier system that integrates within the switch at a DS1 level, which is twenty-four (24)Loop transmission paths combined into a 1.544 Mbps digital signal. 2.40 ILEC (Incumbent Local Exchange Carrier). Shall havethe meaning stated in the Act. 2.41 Information Access. The provision of specialized exchange telecommunications services in connection with the origination,termination,transmission,switching,forwarding or routing of telecommunications traffic to or from the facilities of a provider of information services,including a provider of Internet access or Internet transmission services. 2.42 Inside Wire or Inside Wirinq. All wire,cable,terminals,hardware,and other equipment or materials,on the Customer's side of the Rate Demarcation Point. 2.43 InternetTraffic. Any traffic that is transmitted to or returned from the Internetat any point during the duration of the transmission. 2.44 InterLATAService. Shall havethe meaning set forth in the Act. 2.45 IntraLATA. Telecommunicationsthat originate and terminate within the same LATA. 2.46 IP (Interconnection Point). For Reciprocal Compensation Traffic,the point at which a Party who receives ReciprocalCompensation Traffic from the other Party assesses Reciprocal Compensationcharges for the further transport and termination of that ReciprocalCompensation Traffic. 2.47 ISDN (Inteqrated Services Diqital Network). A switched network service providing end-to-enddigital connectivityfor the simultaneoustransmission of voice and data.Basic Rate Interface-ISDN (BRI- ISDN)provides for digital transmission of two (2)64 kbps bearer channels and DSLnet ID Comp v2.3.doc 31 one (1)16 kbps data and signaling channel (2B+D).Primary Rate Interface- ISDN (PRI-ISDN)provides for digital transmission of twenty-three (23)64 kbps bearer channels and one (1)64 kbps data and signaling channel (23B+D). 2.48 IXC (InterexchanqeCarrier). A Telecommunications Carrier that provides,directly or indirectly,InterLATAor intraLATA Telephone Toll Services. 2.49 LATA (Local Access and Transport Area). Shall have the meaning set forth in the Act. 2.50 LEC (Local Exchanqe Carrier). Shall have the meaning set forth in the Act. 2.51 LERG (Local Exchanqe Routinq Guide). A Telcordia Technologies reference containing NPA/NXX routing and homing information. 2.52 LIDB (Line Information Data Base). Line Informationdatabases which provide,among other things,calling card validation functionality for telephone line number cards issued by Verizon and other entities and validation data for collect and third number-billed calls(e.g., data for billed number screening). 2.53 Line Side. An End Office Switch connectionthat provides transmission,switching and optional features suitable for Customer connectionto the public switched network,including loop start supervision,ground start supervision and signaling for BRI-ISDNservice. 2.54 1.oog. A transmission path that extends from a Main Distribution Frame,DSX-panel,or functionally comparable piece of equipment in a Customer'sserving End Office, to the Rate Demarcation Point (or NID if installed at the Rate Demarcation Point) in or at the Customer's premises.The actual transmission facilities used to provide a Loop may utilize any of severaltechnologies. 2.55 LSR (Local Service Request). An industry standard form,which contains data elements and usage rules,used by the Parties to establish,add,change or disconnect resold Telecommunications Services and Network Elements. 2.56 MDF (Main Distribution Frame). The primary point at which outside plant facilities terminate within a Wire Center for interconnectionto other Telecommunications facilities within the Wire Center The distributionframe used to interconnect cable pairs and line trunk equipment terminating on a switching system. DSLnet ID Comp v2.3.doc 32 2.57 Measured internet Traffic. Dial-up,switched InternetTraffic originated by a Customer of one Party on that Party's network at a point in a Verizon local calling area,and delivered to a Customeror an Internet Service Provider served by the other Party,on that other Party's network at a point in the same Verizon local calling area.Verizon local calling areas shall be as defined by Verizon.For the purposes of this definition,a Verizon local calling area includes a Verizon non-optional Extended Local Calling Scope Arrangement,but does not include a Verizon optional Extended Local Calling Scope Arrangement.Calls originated on a 1+presubscription basis,or on a casual dialed (10XXX/101XXXX)basis,are not considered Measured Internet Traffic. 2.58 MECAB (Multiple Exchange Carrier Access Billinq). A document prepared by the Billing Committee of the Ordering and Billing Forum (OBF),which functions under the auspices of the Carrier Liaison Committee (CLC)of the Alliance for Telecommunications Industry Solutions (ATIS).The MECAB document,published by Telcordia Technologies as Special Report SR- BDS-000983,contains the recommended guidelines for the billing of an Exchange Access Service provided by two or more LECs,or by one LEC in two or more states,within a single LATA. 2.59 MECOD (Multiple Exchanqe Carriers Orderinq and Desiqn Guidelinesfor Access Services -Industry Support Interface). A document developed by the Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF),which functions underthe auspices of the Carrier Liaison Committee (CLC)of the Alliancefor Telecommunications Industry Solutions (ATIS).The MECOD document, published by Telcordia Technologies as Special Report SR-STS-002643, establishes methods for processing orders for Exchange Access Service that is to be provided by two or more LECs. 2.60 Merqer Order. The FCC's Order "In re Application of GTE Corporation,Transferor,and Bell Atlantic Corporation,Transferee,For Consent to Transfer of Control of Domestic and International Section 214 and 310 Authorizations and Application to Transfer of a Submarine Cable Landing License",Memorandum Opinion and Order,FCC CC Docket No.98-184,FCC 00-221 (June 16,2000),as modifiedfrom time to time. 2.61 NANP (NorthAmerican Numberinq Plan). The system of telephone numbering employed in the United States,Canada, Bermuda,Puerto Rico and certain Caribbean islands.The NANP format is a 10- digit number that consist of a 3-digit NPA Code (commonly referred to as the area code),followed by a 3-digit NXX code and 4 digit line number. 2.62 Network Element. Shall have the meaning stated in the Act. 2.63 NID (Network Interface Device). The Verizon provided interface terminating Verizon's Telecommunications DSLnet ID Comp v2.3.doc 33 network on the property where the Customer's service is located at a point determined by Verizon.The NID contains an FCC Part 68 registered jack from which Inside Wire may be connected to Verizon's network. 2.64 NPA (Numberinq Plan Area). Also sometimes referred to as an area code,is the first three-digit indicatorof each 10-digittelephone number within the NANP.There are two general categories of NPA,"Geographic NPAs"and "Non-GeographicNPAs".A Geographic NPA is associated with a defined geographic area,and all telephone numbers bearing such NPA are associated with services providedwithin that geographic area.A Non-Geographic NPA,also known as a "ServiceAccess Code"or "SAC Code"is typically associated with a specialized Telecommunications Service that may be provided across multiple geographic NPA areas.500,700,800,888 and 900 are examples of Non-Geographic NPAs. 2.65 NXX,NXX Code,Central Office Code or CO Code. The three-digit switch entity indicator (i.e.the first three digits of a seven-digit telephone number). 2.66 Order. An order or application to provide,change or terminate a Service (including,but not limited to,a commitmentto purchase a stated number or minimum number of lines or other Servicesfor a stated period or minimum period of time). 2.67 POI (Point of Interconnection). The physical location where the one Party's facilities physically interconnectwith the other Party's facilities for the purpose of exchanging traffic. 2.68 Part. A line card (or equivalent)and associated peripheral equipment on an End Office Switch that interconnects individual Loops or individual Customer trunks with the switching components of an End Office Switch and the associated switching functionality in that End Office Switch.Each Port is typically associated with one (or more)telephone number(s)that serves as the Customer's network address. The Port is part of the provision of unbundled Local Switching Element. 2.69 Principal Document. This document,including,but not limited to,the Title Page,the Table of Contents,the Preface,the General Terms and Conditions,the signature page, this Glossary,the Attachments,and the Appendices to the Attachments 2.70 Providinq Party. A Party offering or providing a Service to the other Party under this Agreement. 2.71 Purchasinq Party. A Party requesting or receiving a Servicefrom the other Party under this Agreement. DSLnet ID Comp v2.3.doc 34 2.72 Rate Center Area. The geographic area that has been identified by a given LEC as being associated with a particular NPA-NXX code assigned to the LEC for its provision of Telephone Exchange Services.The Rate Center Area is the exclusive geographic area that the LEC has identified as the area within which it will provide Telephone Exchange Services bearing the particular NPA-NXX designation associated with the specific Rate Center Area. 2.73 Rate Center Point. A specific geographic point,defined by a V&H coordinate,located within the Rate Center Area and used to measure distance for the purpose of billing for distance- sensitive Telephone Exchange Services and Toll Traffic.Pursuantto Telcordia Practice BR-795-100-100,the Rate Center Point may be an End Office location, or a "LEC Consortium Point Of Interconnection." 2.74 Rate Demarcation Point. The physical point in a Verizon provided network facility at which Verizon's responsibilityfor maintaining that networkfacility ends and the Customer's responsibilityfor maintaining the remainder of the facility begins,as set forth in this Agreement,Verizon's applicable Tariffs,if any,or as otherwise prescribed under Applicable Law. 2.75 Reciprocal Compensation. The arrangementfor recovering,in accordance with Section 251(b)(5)of the Act, the FCC Internet Order,and other applicable FCC orders and FCC Regulations, costs incurred for the transport and termination of ReciprocalCompensation Traffic originating on one Party's network and terminating on the other Party's network (as set forth in Section 7 of the Interconnection Attachment). 2.76 ReciprocalCompensation Traffic. Telecommunicationstraffic originated by a Customer of one Party on that Party's network and terminated to a Customer of the other Party on that other Party's network,except for Telecommunications traffic that is interstate or intrastate ExchangeAccess,Information Access,or exchange servicesfor Exchange Access or Information Access.The determination of whether Telecommunications traffic is Exchange Access or InformationAccess shall be based upon Verizon's local calling areas as defined by Verizon.Reciprocal Compensation Traffic does _n_ot include:(1)any Internet Traffic;(2)traffic that does not originate and terminate within the same Verizon local calling area as defined by Verizon;(3)Toll Traffic,including,but not limited to,calls originated on a 1+presubscription basis,or on a casual dialed (10XXX/101XXXX)basis;(4) Optional Extended Local Calling Scope Arrangement Traffic;(5)special access, private line,Frame Relay,ATM,or any other traffic that is not switched by the terminating Party;(6)Tandem Transit Traffic;or,(7)Voice Information Service Traffic (as defined in Section 5 of the Additional ServicesAttachment).For the purposes of this definition,a Verizon local calling area includes a Verizon non- optional Extended Local Calling Scope Arrangement,but does not include a Verizon optional Extended Local Calling Scope Arrangement. 2.77 Retail Prices. DSLnet ID Comp v2.3.doc 35 The prices at which a Service is provided by Verizon at retail to subscribers who are not Telecommunications Carriers. 2.78 Routinq Point. A specific geographic point identified by a specific V&H coordinate.The Routing Point is used to route inboundtraffic to specified NPA-NXXs.The Routing Point must be located within the LATA in which the corresponding NPA-NXXis located.However,the Routing Point associated with each NPA-NXXneed not be the same as the corresponding Rate Center Point,nor must it be located within the corresponding Rate Center Area,nor must there be a unique and separate Routing Point correspondingto each unique and separate Rate Center Area. 2.79 Service. Any Interconnectionarrangement,Network Element,Telecommunications Service,Collocation arrangement,or other service,facility or arrangement, offered by a Party under this Agreement. 2.80 SS7 (Siqnalinq System 7). The common channel out-of-band signaling protocol developed by the Consultative Committee for InternationalTelephone and Telegraph (CCITT)and the American National Standards Institute (ANSI).Verizon and DSLnet currently utilize this out-of-band signaling protocol. 2.81 Subsidiary. A corporation or other person that is controlled by a Party. 2.82 SwitchedAccess Detail Usaqe Data. A category 1101XX record as defined in the EMI Telcordia Practice BR-010-200- 010. 2.83 Switched Access Summary Usaqe Data. A category 1150XX record as defined in the EMI Telcordia Practice BR-010-200- 010. 2.84 Switched ExchanqeAccess Service. The offering of transmission and switching services for the purpose of the origination or termination of Toll Traffic.Switched Exchange Access Services include but may not be limited to:Feature Group A,FeatureGroup B,Feature Group D,700 access,800 access,888 access and 900 access. 2.85 Tandem Switch, A switching entity that has billing and recording capabilities and is used to connect and switch trunk circuits between and among End Office Switches and between and among End Office Switches and carriers'aggregation points,points of termination,or points of presence,and to provide Switched Exchange Access Services. 2.86 Tariff. DSLnet ID Comp v2.3.doc 36 2.86.1 Any applicable Federal or state tariff of a Party,as amended from time- to-time;or 2.86.2 Any standard agreement or other document,as amended from time-to- time,that sets forth the generally available terms,conditionsand prices under which a Party offers a Service. The term "Tariff"does not include any Verizon statement of generally available terms (SGAT)which has been approved or is pending approval by the Commission pursuantto Section 252(f)of the Act. 2.87 Telcordia Technoloqies. Telcordia Technologies,Inc.,formerly known as Bell Communications Research, Inc.(Bellcore). 2.88 Telecommunications Carrier. Shall havethe meaning set forth in the Act. 2.89 Telecommunications Services. Shall have the meaning set forth in the Act. 2.90 Telephone Exchanqe Service. Shall have the meaning set forth in the Act. 2.91 Third Party Claim. A Claim where there is (a)a claim,demand,suit or action by a person who is not a Party,(b)a settlement with,judgment by,or liability to,a person who is not a Party,or (c)a fine or penalty imposed by a person who is not a Party. 2.92 Toll Traffic. Traffic that is originated by a Customer of one Party on that Party's network and terminates to a Customer of the other Party on that other Party's network and is not Reciprocal Compensation Traffic,Measured InternetTraffic,or Ancillary Traffic.Toll Traffic may be either "IntraLATA Toll Traffic"or "InterLATA Toll Traffic",depending on whether the originating and terminating points are within the same LATA. 2.93 Toxic or HazardousSubstance. Any substance designated or defined as toxic or hazardous under any "Environmental Law"or that poses a risk to human health or safety,or the environment,and products and materials containing such substance. "Environmental Laws"means the Comprehensive EnvironmentalResponse, Compensation,and Liability Act,the Emergency Planningand Community Right to-Know Act,the Water Pollution Control Act,the Air Pollution Control Act,the Toxic Substances Control Act,the Resource Conservation and Recovery Act,the Occupational Safety and Health Act,and all other Federal,Sate or local laws or governmental regulations or requirements,that are similar to the above- referenced laws or that otherwise govern releases,chemicals,products, materials or wastes that may pose risks to human health or safety,or the environment,or that relate to the protection of wetlands or other natural DSLnet ID Comp v2.3.doc 37 resources. 2.94 Traffic Factor 1. For traffic exchanged via Interconnection Trunks,a percentage calculated by dividing the number of minutes of interstate traffic (excludingMeasured Internet Traffic)by the total number of minutes of interstate and intrastate traffic. ([Interstate Traffic Total Minutes of Use {excluding Measured InternetTraffic Total Minutes of Use}÷ {lnterstate Traffic Total Minutes of Use +IntrastateTraffic Total Minutes of Use}]x 100).Until the form of a Party's bills is updated to use the term "Traffic Factor 1,"the term "Traffic Factor 1"may be referred to on the Party's bills and in billing related communications as "Percent Interstate Usage" or "PIU." 2.95 Traffic Factor 2. For traffic exchange via InterconnectionTrunks,a percentagecalculated by dividingthe combined total number of minutes of Reciprocal Compensation Traffic and Measured Internet Traffic by the total number of minutes of intrastate traffic.([{Reciprocal Compensation Traffic Total Minutes of Use +Measured Internet Traffic Total Minutes of Use}÷ Intrastate Traffic Total Minutes of Use]x 100).Until the form of a Party's bills is updated to use the term "Traffic Factor 2," the term "Traffic Factor 2"may be referredto on the Party's bills and in billing related communications as "Percent Local Usage"or "PLU." 2.96 Trunk Side. A Central Office Switch connection that is capable of,and has been programmed to treat the circuit as,connecting to another switching entity,for example,to another carrier's network.Trunk side connections offer those transmission and signaling features appropriate for the connection of switching entities and cannot be used for the direct connection of ordinary telephone station sets. 2.97 UDLC (Universal Diqital Loop Carrier). UDLC arrangements consist of a Central Office Terminal and a Remote Terminal located in the outside plant or at a customer premises.The Central Office and the RemoteTerminal units perform analog to digital conversionsto allow the feeding facility to be digital.UDLC is deployed where the types of services to be provisioned by the systems cannot be integrated such as non-switchedservices and UNE Loops. 2.98 V and H Coordinates Method. A method of computing airline miles between two points by utilizing an establishedformula that is based on the vertical and horizontal coordinates of the two points. 2.99 Voice Grade. Either an analog signal of 300 to 3000 Hz or a digital signal of 56/64 kilobits per second.When referring to digital Voice Grade service (a 56-64 kbps channel), the terms "DSO"or "sub-DS1"may also be used. 2.100 Wire Center. DSLnet ID Comp v2.3.doc 38 A building or portion thereof which serves as the premisesfor one or more Central Office Switches and related facilities. DSLnet ID Comp v2.3.doc 39 ADDITIONAL SERVICES ATTACHMENT 1.Alternate Billed Calls 1.1 The Parties will engage in settlements of intraLATAintrastate alternate-billedcalls (_eg,collect,calling card,and third-partybilled calls)originatedor authorized by their respectiveCustomers in accordancewith an arrangementmutually agreed to by the Parties. 2.Dialing Parity -Section 251(b)(3) Each Party shall provide the other Party with nondiscriminatory access to such services and information as are necessary to allow the other Party to implement local Dialing Parity in accordance with the requirements of Section 251(b)(3)of the Act. 3.Directory Assistance (DA)and Operator Services (OS) 3.1 Either Party may request that the other Party providethe requesting Party with nondiscriminatory access to the other Party's directory assistance services (DA), IntraLATA operator call completion services (OS),and/or directory assistance listings database.If either Party makes such a request,the Parties shall enter into a mutually acceptable written agreement for such access. 3.2 DSLnet shall arrange,at its own expense,the trunking and other facilities requiredto transport traffic to and from the designated DA and OS switch locations. 4.Directory Listing and Directory Distribution To the extent required by Applicable Law,Verizon will provide directory services to DSLnet.Such services will be provided in accordance with the terms set forth herein. 4.1 Listinq Information. As used herein,"Listing Information"means a DSLnet Customer's primary name, address (including city,state and zip code),telephone number(s),the delivery address and number of directories to be delivered,and,in the case of a business Customer,the primary business heading under which the business Customer desires to be placed,and any other information Verizon deems necessaryfor the publication and delivery of directories. 4.2 Listinq Information Supply. DSLnet shall provide to Verizon on a regularly scheduled basis,at no charge, and in a format required by Verizon or by a mutually agreed upon industry standard (e.g.,Ordering and Billing Forum developed),all Listing Informationand the service address for each DSLnet Customer whose service address location falls within the geographic area covered by the relevant Verizon directory. DSLnet shall also provide to Verizon on a daily basis,(a)information showing DSLnet Customers who have disconnected or terminated their service with DSLnet;and (b)delivery information for each non-listed or non-published DSLnet Customer to enable Verizon to perform its directory distribution responsibilities. Verizon shall promptly provide to DSLnet,(normally within forty-eight (48)hours of receipt by Verizon,excluding non-Business Days),a query on any listing that is not acceptable. DSLnet ID Comp v2.3.doc 40 4.3 Listinq Inclusion and Distribution. Verizon shall include each DSLnetCustomer's Primary Listing in the appropriate alphabetical directory and,for business Customers,in the appropriate classified (Yellow Pages)directory in accordance with the directory configuration,scope and schedules determined by Verizon in its sole discretion,and shall provide initial distribution of such directories to such DSLnet Customers in the same manner it provides initial distribution of such directories to its own Customers. "Primary Listing"means a Customer's primary name,address,and telephone number.Listings of DSLnet's Customers shall be interfiled with listings of Verizon's Customers and the Customers of other LECs included in the Verizon directories.DSLnet shall pay Verizon's tariffed charges for additional and foreign alphabetical listings and other alphabetical services (e.g.caption arrangements) for DSLnet'sCustomers. 4.4 Verizon Information. Upon request by DSLnet,Verizon shall make available to DSLnetthe following informationto the extent that Verizon provides such informationto its own business offices:a directory list of relevant NXX codes,directory and "Customer Guide"close dates,publishing data,and Yellow Pages headings.Verizon also will make available to DSLnet,upon written request,a copy of Verizon's alphabetical listings standards and specifications manual. 4.5 Confidentiality of Listinq Information. Verizon shall accord DSLnet Listing Information the same level of confidentiality that Verizon accords its own listing information,and shall use such Listing Information solely for the purpose of providing directory-related services; provided,however,that should Verizon elect to do so,it may use or license DSLnet Listing Informationfor directory publishing,direct marketing,or any other purpose for which Verizon uses or licenses its own listing information,so long as DSLnet Customers are not separately identified as such;and providedfurther that DSLnet may identify those of its Customers who requestthat their names not be sold for direct marketing purposes,and Verizon shall honor such requests to the same extent it does so for its own Customers.Verizon shall not be obligated to compensate DSLnet for Verizon's use or licensing of DSLnet Listing Information. 4.6 Accuracy. Both Parties shall use commercially reasonable efforts to ensure the accurate publication of DSLnet Customer listings.At DSLnet's request,Verizon shall provide DSLnet with a report of all DSLnet Customer listings normally no more than ninety (90)days and no less than thirty (30)days prior to the service order close date for the applicable directory.Verizon shall process any corrections made by DSLnet with respect to its listings,provided such corrections are received prior to the close date of the particular directory. 4.7 Indemnification. DSLnet shall adhere to all practices,standards,and ethical requirements established by Verizon with regard to listings.By providingVerizon with Listing Information,DSLnet warrants to Verizon that DSLnet has the right to provide such Listing Information to Verizon on behalf of its Customers.DSLnet shall make commercially reasonable efforts to ensure that any business or person to DSLnet ID Comp v2.3.doc 4 be listed is authorized and has the right (a)to provide the product or service offered,and (b)to use any personal or corporate name,trade name,trademark, service mark or languageused in the listing.DSLnet agrees to release,defend, hold harmless and indemnifyVerizon from and against any and all claims, losses,dãmages,suits,or other actions,or any liability whatsoever,suffered, made,instituted,or asserted by any person arising out of Verizon's publication or dissemination of the Listing Information as provided by DSLnethereunder. 4.8 Liability. Verizon's liability to DSLnet in the event of a Verizon error in or omission of a listing shall not exceed the lesser of the amount of charges actually paid by DSLnet for such listing or the amount by which Verizon would be liable to its own customer for such error or omission.DSLnet agrees to take all reasonable steps, including,but not limited to,entering into appropriate contractual provisionswith its Customers,to ensure that its and Verizon's liability to DSLnet's Customers in the event of a Verizon error in or omission of a listing shall be subject to the same limitations of liability applicable between Verizon and its own Customers. 4.9 Service Information Paqes. Verizon shall include all DSLnet NXX codes associated with the geographic areas to which each directory pertains,to the extent it does so for Verizon's own NXX codes,in any lists of such codes that are contained in the general reference portion of each directory.DSLnet's NXX codes shall appear in such lists in the same manner as Verizon's NXX information.In addition,when DSLnet is authorized to,and is offering,local service to Customers located within the geographic area covered by a specific directory,at DSLnet's request,Verizon shall include,at no charge,in the "Customer Guide"or comparablesection of the applicable alphabetical directories,DSLnet's critical contact informationfor DSLnet's installation,repair and Customer service,as provided by DSLnet.Such critical contact information shall appear alphabetically by local exchange carrier and in accordance with Verizon's generally applicable policies.DSLnet shall be responsiblefor providingthe necessary information to Verizon by the applicable close date for each affected directory. 4.10 Directory Publication. Nothing in this Agreement shall require Verizon to publish a directory where it would not otherwise do so. 4.11 Other Directory Services. DSLnet acknowledgesthat if DSLnet desires directory services in additionto those described herein,such additional services must be obtained under separate agreement with Verizon's directory publishing company. 5.Voice Information Service Traffic 5.1 For purposes of this Section 5,(a)Voice information Service means a service that provides [i]recorded voice announcement information or [ii]a vocal discussion program open to the public,and (b)Voice InformationService Traffic means intraLATAswitched voice traffic,delivered to a Voice Information Service Voice Information Service Traffic does not include any form of Internet Traffic. Voice Information Service Traffic also does not include 555 traffic or similar tran c with AIN service interfaces,which traffic shall be subject to separate DSLnet ID Comp v2.3.doc 42 arrangements betweenthe Parties.Voice Information Service Traffic is not subject to Reciprocal Compensation charges under Section 7 the Interconnection Attachment. 5.2 If a DSLnet Customer is served by resold Verizon dial tone line Telecommunications Service or a Verizon Local Switching UNE,to the extent reasonably feasible,Verizon will route Voice Information Service Traffic originating from such Service or UNE to the appropriate Voice Information Service connected to Verizon's network unless a feature blocking such Voice Information Service Traffic has been installed.For such Voice Information Service Traffic,DSLnetshall pay to Verizon without discount any Voice Information Service provider charges billed by Verizon to DSLnet.DSLnet shall pay Verizon such charges in full regardless of whether or not DSLnetcollects such charges from its own Customer. 5.3 DSLnet shall have the option to route Voice Information Service Traffic that originates on its own network to the appropriate Voice Information Service connected to Verizon's network.In the event DSLnet exercises such option, DSLnet will establish,at its own expense,a dedicated trunk group to the Verizon Voice Information Service serving switch.This trunk group will be utilized to allow DSLnet to route Voice Information Service Traffic originatedon its network to Verizon.For such Voice Information Service Traffic,unless DSLnet has entered into a written agreement with Verizon under which DSLnet will collect from DSLnet's Customer and remit to Verizon the Voice Information Service provider's charges,DSLnet shall pay to Verizon without discount any Voice Information Service provider charges billed by Verizon to DSLnet.DSLnetshall pay Verizon such charges in full regardless of whether or not DSLnet collects such charges from its own Customer. 6.Intercept and Referral Announcements 6.1 When a Customer changes its service provider from Verizon to DSLnet,or from DSLnetto Verizon,and does not retain its original telephone number,the Party formerly providing service to such Customer shall provide a referral announcement ("ReferralAnnouncement")on the abandoned telephone number which provides the Customer's new number or other appropriate information,to the extent known to the Party formerly providing service.Notwithstandingthe foregoing,a Party shall not be obligated under this Section to provide a Referral Announcement if the Customer owes the Party unpaid overdue amounts or the Customer requests that no Referral Announcement be provided. 6.2 ReferralAnnouncements shall be provided,in the case of business Customers, for a period of not less than one hundred and twenty (120)days after the date the Customer changes its telephone number,and,in the case of residential Customers,not less than thirty (30)days after the date the Customer changes its telephone number;providedthat if a longer time period is required by Applicable Law,such longer time period shall apply.Except as otherwise provided by Applicable Law,the period for a referral may be shortened by the Party formerly providing service if a number shortage condition requires reassignment of the telephone number. 6.3 This referral announcement will be provided by each Party at no charge to the other Party;provided that the Party formerly providing service may bill the Customer its standard Tariff charge,if any,for the referral announcement. 7.Originating Line Number Screening (OLNS) DSLnet ID Comp v2.3.doc 43 Upon DSLnet's request,Verizon will update its database used to provide originating line number screening (the database of information which indicates to an operator the acceptable billing methods for calls originating from the calling number (e.g.,penal institutions,COCOTS). 8.Operations Support Systems (OSS)Services 8.1 Definitions. The terms listed below shall have the meanings stated below: 8.1.1 Verizon Operations Support Systems:Verizon systems for pre-ordering, ordering,provisioning,maintenance and repair,and billing. 8.1.2 Verizon OSS Services:Access to Verizon Operations Support Systems functions.The term "Verizon OSS Services"includes,but is not limited to:(a)Verizon's provision of DSLnet Usage Informationto DSLnet pursuantto Section 8.3 below;and,(b)"Verizon OSS Information",as defined in Section 8.1.4 below. 8.1.3 Verizon OSS Facilities:Any gateways,interfaces,databases,facilities, equipment,software,or systems,used by Verizon to provide Verizon OSS Services to DSLnet. 8.1.4 Verizon OSS Information:Any information accessed by,or disclosed or provided to,DSLnet through or as a part of Verizon OSS Services. The term "Verizon OSS Information"includes,but is not limited to:(a) any Customer Information related to a Verizon Customer or a DSLnet Customer accessed by,or disclosed or provided to,DSLnetthrough or as a part of Verizon OSS Services;and,(b)any DSLnet Usage Information (as defined in Section 8.1.6 below)accessed by,or disclosed or provided to,DSLnet. 8.1.5 Verizon Retail Telecommunications Service:Any Telecommunications Service that Verizon provides at retail to subscribers that are not Telecommunications Carriers.The term "Verizon Retail Telecommunications Service"does not include any Exchange Access service (as defined in Section 3(16)of the Act,47 U.S.C.§153(16)) provided by Verizon. 8.1.6 DSLnet Usaqe Information:For a Verizon Retail Telecommunications Service purchased by DSLnet pursuantto the Resale Attachment,the usage information that Verizon would record if Verizon was furnishing such Verizon Retail Telecommunications Service to a Verizon end- user retail Customer.For a Verizon Local Switching Network Element purchased by DSLnet pursuant to the Network Element Attachment, the usage information that Verizon would record if Verizon was using such Local Switching Network Element to furnish a Verizon Retail Telecommunications Service to a Verizon end-user retail Customer. 8.1.7 Customer Information:CPNI of a Customer and any other non-public, individually identifiable information about a Customer or the purchase by a Customer of the services or products of a Party. 8.2 Verizon OSS Services. DSLnet ID Comp v2.3.doc 44 8.2.1 Upon request by DSLnet,Verizon shall provide to DSLnetVerizon OSS Services.Such Verizon OSS Services will be provided in accordance with,but only to the extent required by,Applicable Law. 8.2.2 Subject to the requirements of Applicable Law,Verizon Operations Support Systems,Verizon Operations Support Systems functions, Verizon OSS Facilities,Verizon OSS Information,and the Verizon OSS Servicesthat will be offered by Verizon,shall be as determined by Verizon.Subject to the requirements of Applicable Law,Verizon shall havethe right to change Verizon Operations Support Systems, Verizon Operations Support Systems functions,Verizon OSS Facilities,Verizon OSS Information,and the Verizon OSS Services, from time-to-time,without the consent of DSLnet. 8.2.3 To the extent required by Applicable Law,in providing Verizon OSS Services to DSLnet,Verizon will comply with Verizon's applicable OSS Change Management Guidelines,as such Guidelinesare modified from time-to-time,including,but not limited to,the provisions of the Guidelines related to furnishing notice of changes in Verizon OSS Services.Verizon's OSS Change ManagementGuidelineswill be set out on a Verizon website. 8.3 DSLnet Usaqe Information. 8.3.1 Upon request by DSLnet,Verizon shall provideto DSLnet DSLnet Usage Information.Such DSLnet Usage Informationwill be provided in accordance with,but only to the extent required by,Applicable Law. 8.3.2 DSLnet Usage Information will be available to DSLnet through the following: 8.3.2.1 Daily Usage File on Data Tape. 8.3.2.2 Daily Usage File through Network Data Mover (NDM). 8.3.3 DSLnet Usage Information will be provided in an Alliancefor Telecommunications Industry Solutions EMI format. 8.3.4 Daily Usage File Data Tapes provided pursuantto Section 8.3.2.1 above will be issued each day,Monday through Friday,except holidays observed by Verizon. 8.3.5 Except as stated in this Section 8.3,subject to the requirementsof Applicable Law,the manner in which,and the frequency with which, DSLnet Usage Information will be provided to DSLnet shall be determined by Verizon. 8.4 Access to and Use of Verizon OSS Facilities. 8.4.1 Verizon OSS Facilities may be accessed and used by DSLnet only to the extent necessary for DSLnet's access to and use of Verizon OSS Services pursuantto this Agreement. 8.4.2 Verizon OSS Facilities may be accessed and used by DSLnet only to provide Telecommunications Services to DSLnet Customers. 8.4.3 DSLnet shall restrict access to and use of Verizon OSS Facilities to DSLnet.This Section 8 does not grant to DSLnetany right or license DSLnet ID Comp v2.3.doc 45 to grant sublicenses to other persons,or permissionto other persons (except DSLnet's employees,agents and contractors,in accordance with Section 8.4.7 below),to access or use Verizon OSS Facilities. 8.4.4 DSLnetshall not (a)alter,modify or damage the Verizon OSS Facilities (including,but not limited to,Verizon software),(b)copy,remove, derive,reverse engineer,or decompile,software from the Verizon OSS Facilities,or (c)obtain access through Verizon OSS Facilities to Verizon databases,facilities,equipment,software,or systems,which are not offered for DSLnet's use under this Section 8. 8.4.5 DSLnet shall comply with all practices and procedures established by Verizon for access to and use of Verizon OSS Facilities (including,but not limited to,Verizon practices and procedures with regard to security and use of access and user identification codes). 8.4.6 All practices and proceduresfor access to and use of Verizon OSS Facilities,and all access and user identificationcodes for Verizon OSS Facilities:(a)shall remain the property of Verizon;(b)shall be used by DSLnet only in connection with DSLnet's use of Verizon OSS Facilities permitted by this Section 8;(c)shall be treated by DSLnetas Confidential Information of Verizon pursuant to Section 10 of the General Terms and Conditions;and,(d)shall be destroyed or returned by DSLnet to Verizon upon the earlier of request by Verizon or the expiration or termination of this Agreement. 8.4.7 DSLnet's employees,agents and contractors may access and use Verizon OSS Facilities only to the extent necessary for DSLnet's access to and use of the Verizon OSS Facilities permitted by this Agreement.Any access to or use of Verizon OSS Facilities by DSLnet's employees,agents,or contractors,shall be subject to the provisions of this Agreement,including,but not limited to,Section 10 of the General Terms and Conditions and Section 8.5.2.3 of this Attachment. 8.5 Verizon OSS Information. 8.5.1 Subject to the provisions of this Section 8,in accordance with,but only to the extent required by,Applicable Law,Verizon grants to DSLnet a non-exclusive license to use Verizon OSS Information. 8.5.2 All Verizon OSS Information shall at all times remain the property of Verizon.Except as expressly stated in this Section 8,DSLnet shall acquire no rights in or to any Verizon OSS Information. 8.5.2.1 The provisions of this Section 8.5.2 shall apply to all Verizon OSS Information,except (a)DSLnet Usage Information,(b)CPNI of DSLnet,and (c)CPNt of a Verizon Customer or a DSLnet Customer,to the extent the Customer has authorized DSLnet to use the CPNI. 8.5.2.2 Verizon OSS Informationmay be accessed and used by DSLnet only to provide Telecommunications Services to DSLnet Customers. 8.5.2.3 DSLnet shall treat Verizon OSS Informationthat is designated by Verizon,through written or electronic notice DSLnet ID Comp v2.3.doc 46 (including,but not limited to,through the Verizon OSS Services),as "Confidential"or "Proprietary"as Confidential Information of Verizon pursuant to Section 10 of the General Terms and Conditions. 8.5.2.4 Except as expressly stated in this Section 8,this Agreement does not grant to DSLnet any right or license to grant sublicenses to other persons,or permissionto other persons (except DSLnet's employees,agents or contractors,in accordance with Section 8.5.2.5 below),to access,use or disclose Verizon OSS Information. 8.5.2.5 DSLnet's employees,agents and contractors may access, use and disclose Verizon OSS Information only to the extent necessaryfor DSLnet's access to,and use and disclosure of,Verizon OSS Informationpermitted by this Section 8.Any access to,or use or disclosure of,Verizon OSS Information by DSLnet's employees,agents or contractors,shall be subject to the provisions of this Agreement,including,but not limited to,Section 10 of the General Terms and Conditions and Section 8.5.2.3 above. 8.5.2.6 DSLnet's license to use Verizon OSS Informationshall expire upon the earliest of:(a)the time when the Verizon OSS Information is no longer needed by DSLnet to provide Telecommunications Services to DSLnet Customers;(b) termination of the license in accordance with this Section 8; or (c)expiration or termination of this Agreement. 8.5.2.7 All Verizon OSS Information received by DSLnet shall be destroyed or returned by DSLnet to Verizon,upon expiration,suspension or termination of the license to use such Verizon OSS Information. 8.5.3 Unless sooner terminated or suspended in accordance with this Agreement or this Section 8 (including,but not limited to,Section 2.2 of the General Terms and Conditionsand Section 8.6.1 below),DSLnet's access to Verizon OSS Informationthrough Verizon OSS Services shall terminate upon the expiration or termination of this Agreement. 8.5.4 Audits. 8.5.4.1 Verizon shall have the right (but not the obligation)to audit DSLnet to ascertain whether DSLnet is complying with the requirements of Applicable Law and this Agreement with regard to DSLnet 's access to,and use and disclosure of, Verizon OSS Information. 8.5.4.2 Without in any way limiting any other rights Verizon may have under this Agreement or Applicable Law,Verizon shan have the right (but not the obligation)to monitor DSLnet s access to and use of Verizon OSS Informationwhich is made available by Verizon to DSLnet pursuant to this Agreement,to ascertain whether DSLnet is complying with the requirements of Applicable Law and this Agreement, with regard to DSLnet 's access to,and use and disclosure of,such Verizon OSS Information.The foregoing right shau DSLnet ID Comp v2.3.doc 47 include,but not be limited to,the right (but not the obligation)to electronicallymonitor DSLnet 's access to and use of Verizon OSS Information which is made available by Verizon to DSLnet through Verizon OSS Facilities. 8.5.4.3 Information obtained by Verizon pursuantto this Section 8.5.4 shall be treated by Verizon as Confidential Information of DSLnet pursuant to Section 10 of the General Terms and Conditions;provided that,Verizon shall have the right (but not the obligation)to use and disclose information obtained by Verizon pursuant to this Section 8.5.4 to enforce Verizon's rights under this Agreement or Applicable Law. 8.5.5 DSLnet acknowledges that the Verizon OSS Information,by its nature,is updated and corrected on a continuous basis by Verizon,and therefore that Verizon OSS Informationis subject to change from time to time. 8.6 Liabilities and Remedies. 8.6.1 Any breach by DSLnet,or DSLnet's employees,agents or contractors,of the provisions of Sections 8.4 or 8.5 above shall be deemed a material breach of this Agreement.In addition,if DSLnet or an employee, agent or contractor of DSLnet at any time breaches a provision of Sections 8.4 or 8.5 above and such breach continuesfor more than ten (10)days after written notice thereof from Verizon,then,except as otherwise required by Applicable Law,Verizon shall have the right, upon notice to DSLnet,to suspend the license to use Verizon OSS Informationgranted by Section 8.5.1 above and/or the provisionof Verizon OSS Services,in whole or in part. 8.6.2 DSLnet agreesthat Verizon would be irreparably injured by a breach of Sections 8.4 or 8.5 above by DSLnet or the employees,agents or contractors of DSLnet,and that Verizon shall be entitled to seek equitable relief,including injunctive relief and specific performance,in the event of any such breach.Such remedies shall not be deemed to be the exclusive remedies for any such breach,but shall be in addition to any other remedies available under this Agreement or at law or in equity. 8.7 Relation to Applicable Law. The provisions of Sections 8.4,8.5 and 8.6 above with regardto the confidentialityof information shall be in addition to and not in derogation of any provisions of Applicable Law with regardto the confidentiality of information, including,but not limited to,47 U.S.C.§222,and are not intended to constitute a waiver by Verizon of any right with regardto protection of the confidentialityof the information of Verizon or Verizon Customers provided by Applicable Law. 8.8 Cooperation. DSLnet,at DSLnet's expense,shall reasonably cooperate with Verizon in using Verizon OSS Services.Such cooperationshall include,but not be limited to,the following: 8.8.1 Upon request by Verizon,DSLnetshall by no later than the fifteenth (15th)day of the last month of each Calendar Quartersubmit to Verizon reasonable,good faith estimates of the volume of each type of DSLnet ID Comp v2.3.doc 48 OSS transaction that DSLnet anticipates submitting in each week of the next Calendar Quarter. 8.8.2 DSLnet shall reasonably cooperate with Verizon in submitting orders for Verizon Services and otherwise using the Verizon OSS Services,in order to avoid exceedingthe capacity or capabilities of such Verizon OSS Services. 8.8.3 DSLnetshall participate in cooperative testing of Verizon OSS Services and shall provide assistance to Verizon in identifyingand correcting mistakes,omissions,interruptions,delays,errors,defects,faults, failures,or other deficiencies,in Verizon OSS Services. 8.9 Verizon Access to Information Related to DSLnet Customers. 8.9.1 Verizon shall have the right to access,use and disclose information related to DSLnet Customers that is in Verizon's possession (including, but not limited to,in Verizon OSS Facilities)to the extent such access, use and/or disclosure has been authorized by the DSLnet Customer in the manner required by Applicable Law. 8.9.2 Upon request by Verizon,DSLnet shall negotiate in good faith and enter into a contract with Verizon,pursuant to which Verizon may obtain access to DSLnet's operations support systems (including,systems for pre-ordering,ordering,provisioning,maintenance and repair,and billing)and information contained in such systems,to permit Verizon to obtain information related to DSLnet Customers (as authorized by the applicable DSLnet Customer),to permit Customers to transfer service from one Telecommunications Carrier to another,and for such other purposes as may be permitted by Applicable Law. 8.10 Verizon Pre-OSS Services. 8.10.1 As used in this Section 8,"Verizon Pre-OSS Service"means a service which allows the performance of an activity which is comparableto an activity to be performed through a Verizon OSS Service and which Verizon offers to provide to DSLnet prior to,or in lieu of,Verizon's provision of the Verizon OSS Service to DSLnet.The term "Verizon Pre-OSS Service"includes,but is not limited to,the activity of placing orders for Verizon Services through a telephone facsimile communication. 8.10.2 Subject to the requirements of Applicable Law,the Verizon Pre-OSS Services that will be offered by Verizon shall be as determined by Verizon and Verizon shall havethe right to change Verizon Pre-OSS Services,from time-to-time,without the consent of DSLnet. 8.10.3 Subject to the requirements of Applicable Law,the prices for Verizon Pre-OSS Services shall be as determined by Verizon and shall be subject to change by Verizon from time-to-time. 8.10.4 The provisions of Sections 8.4 through 8.8 above shall also apply to Verizon Pre-OSS Services.For the purposes of this Section 8.10:(a) references in Sections 8.4 through 8.8 above to Verizon OSS Services shall be deemed to include Verizon Pre-OSS Services;and,(b) references in Sections 8.4 through 8.8 above to Verizon OSS DSLnet ID Comp v2.3.doc 49 Informationshall be deemed to include information made available to DSLnetthrough Verizon Pre-OSS Services. 8.11 Cancellations. Verizon may cancel orders for service which have had no activity within thirty-one (31)consecutive calendar days after the original service due date. 9.Poles,Ducts,Conduits and Rights-of-Way 9.1 Verizon shall afford DSLnet non-discriminatoryaccess to poles,ducts,conduits and rights-of-way owned or controlled by Verizon.Such access shall be provided in accordance with,but only to the extent required by,Applicable Law, pursuant to Verizon's applicable Tariffs,or,in the absence of an applicable Verizon Tariff,Verizon's generally offered form of license agreement,or,in the absence of such a Tariff and license agreement,a mutually acceptable agreement to be negotiated by the Parties. 9.2 DSLnet shall afford Verizon non-discriminatoryaccess to poles,ducts,conduits and rights-of-way owned or controlled by DSLnet.Such access shall be provided pursuant to DSLnet's applicable Tariffs,or,in the absence of an applicable DSLnet Tariff,DSLnet's generally offered form of license agreement,or,in the absence of such a Tariff and license agreement,a mutually acceptable agreement to be negotiated by the Parties.The terms,conditions and prices offered to Verizon by DSLnet for such access shall be no less favorable than the terms,conditions and prices offered to DSLnet by Verizonfor access to poles, ducts,conduits and rights of way owned or controlled by Verizon. 10.Telephone Numbers 10.1 This Section applies in connection with DSLnet Customers served by TelecommunicationsServices provided by Verizon to DSLnetfor resale or a Local Switching Network Element provided by Verizon to DSLnet. 10.2 DSLnet's use of telephone numbers shall be subject to Applicable Law the rules of the North American Numbering Council and the North American Numbering Plan Administrator,the applicable provisions of this Agreement (including,but not limited to,this Section 10),and Verizon's practices and proceduresfor use and assignment of telephone numbers,as amendedfrom time-to-time. 10.3 Subject to Sections 10.2 and 10.4,if a Customer of either Verizon or DSLnet who is served by a Verizon Telecommunications Service ("VTS")or a Verizon Local Switching Network Element ("VLSNE")changes the LEC that serves the Customer using such VTS or VLSNE (including a changefrom Verizon to DSLnet,from DSLnet to Verizon,or from DSLnetto a LEC other than Verizon), after such change,the Customer may continue to use with such VTS or VLSNE the telephone numbers that were assigned to the VTS or VLSNE for the use of such Customer by Verizon immediately prior to the change. 10.4 Verizon shall havethe right to change the telephone numbers used by a Customer if at any time:(a)the Customer requests service at a new location, that is not served by the Verizon switch and the Verizon rate center from which the Customer previously had service;(b)continued use of the telephone numbers is not technically feasible;or,(c)in the case of Telecommunications Service provided by Verizon to DSLnet for resale,the type or class of service subscribed to by the Customer changes. DSLnet ID Comp v2.3.doc 50 10.5 If service on a VTS or VLSNE provided by Verizon to DSLnet under this Agreement is terminated and the telephone numbers associated with such VTS or VLSNE have not been ported to a DSLnet switch,the telephone numbers shall be available for reassignment by Verizon to any person to whom Verizon elects to assign the telephone numbers,including,but not limited to,Verizon,Verizon Customers,DSLnet,or Telecommunications Carriers other than Verizon and DSLnet. 10.6 DSLnet may reserve telephone numbers only to the extent Verizon's Customers may reserve telephone numbers. 11.Routing for Operator Services and Directory Assistance Traffic For a Verizon Telecommunications Service dial tone line purchased by DSLnetfor resale pursuant to the Resale Attachment,upon request by DSLnet,Verizon will establish an arrangement that will permit DSLnet to route the DSLnetCustomer's calls for operator and directory assistance services to a provider of operator and directory assistance services selected by DSLnet.Verizon will provide this routing arrangement in accordance with,but only to the extent required by,Applicable Law.Verizon will provide this routing arrangement pursuant to an appropriate written requestsubmitted by DSLnet and a mutually agreed-upon schedule.This routing arrangement will be implementedat DSLnet'sexpense,with charges determined on an individual case basis.In addition to charges for initially establishingthe routing arrangement,DSLnet will be responsiblefor ongoing monthly and/or usage charges for the routing arrangement.DSLnet shall arrange,at its own expense,the trunking and other facilities required to transport traffic to DSLnet's selected provider of operator and directory assistance services. DSLnet ID Comp v2.3.doc 51 INTERCONNECTIONATTACHMENT 1.General Each Party ("Providing Party")shall provide to the other Party,in accordance with this Agreement,the Providing Party's applicable Tariffs,and Applicable Law,interconnection with the Providing Party's network for the transmission and routing of Telephone Exchange Service and ExchangeAccess. 2.Methods for Interconnection and Trunk Types 2.1 Methods for Interconnection. 2.1.1 In accordance with,but only to the extent required by,Applicable Law, the Parties shall provide interconnection of their networks at any technicallyfeasible point as specified in this Agreement. 2.1.2 Each Party ("Originating Party"),at its own expense,shall providefor delivery to the relevant IP of the other Party ("Receiving Party") Reciprocal Compensation Traffic and Measured Internet Traffic that the Originating Party wishes to deliver to the Receiving Party. 2.1.3 DSLnet may use any of the following methods for interconnectionwith Verizon: 2.1.3.1 a Collocation arrangement DSLnet has established at the Verizon-IP pursuantto the Collocation Attachment;and/or 2.1.3.2 a Collocation arrangement that has been established separately at the Verizon-IP by a third party and that is used by DSLnet to interconnect with Verizon;and/or 2.1.3.3 an Entrance Facility and transport obtainedfrom Verizon (and any necessary multiplexing)pursuantto the applicable Verizon access Tariff,from the DSLnet network to the Verizon-IP. 2.1.4 DSLnet may order from Verizon,in accordancewith the rates,terms and conditions set forth in this Agreement and applicable Verizon Tariff(s) (or in the absence of applicable rates,terms and conditions set forth in this Agreement and Verizon Tariff(s),in accordance with rates,terms and conditions to be negotiated by the Parties),any of the methods for interconnection specified in Section 2.1.3 above. 2.1.5 Verizon may use any of the following methods for interconnectionwith DSLnet: 2.1.5.1 a Collocation arrangement Verizon has establishedat the DSLnet-IP pursuantto the CollocationAttachment,or an interconnection arrangement Verizon has established at the DSLnet-IPthat is operationally equivalent to a Collocation arrangement (including,but not limited to,a Verizon provided Entrance Facility);and/or DSLnet ID Comp v2.3.doc 52 2.1.5.2 a Collocation arrangement that has been established separately at the DSLnet-IP by a third party and that is used by Verizon to interconnect with DSLnet;and/or 2.1.5.3 a non-distance sensitive Entrance Facility obtained from DSLnet (and any necessary multiplexing),from the Verizon network to the DSLnet-IP (including,but not limited to,at Verizon's election,an Entrance Facility accessed by Verizon through interconnection at a Collocation arrangement that DSLnet has established at a Verizon Wire Center pursuant to the CollocationAttachment,or through interconnectionat a Collocation arrangement that has been established separately at a Verizon Wire Center by a third party and that is used by DSLnet),or an Entrance Facility obtained from a third party that has established an interconnection arrangement with DSLnet. 2.1.6 Verizon may order from DSLnet,in accordance with the rates,terms and conditions set forth in this Agreement and applicable DSLnet Tariff(s) (or in the absence of applicable rates,terms and conditions set forth in this Agreement and DSLnetTariff(s),in accordance with rates,terms and conditions to be negotiated by the Parties),any of the methods for interconnection specified in Section 2.1.5 above. 2.2 Trunk Types. 2.2.1 In interconnecting their networks pursuant to this Attachment,the Parties will use,as appropriate,the following separate and distinct trunk groups: 2.2.1.1 Interconnection Trunks for the transmission and routing of Reciprocal Compensation Traffic,translated LEC IntraLATA toll free service access code (e.g.,800/888/877)traffic,and IntraLATA Toll Traffic,between their respective Telephone Exchange Service Customers,Tandem Transit Traffic,and, Measured Internet Traffic,all in accordance with Sections 5 through 8 of this Attachment; 2.2.1.2 Access Toll Connecting Trunks for the transmission and routing of Exchange Access traffic,includingtranslated InterLATA toll free service access code (e.g.,800/888/877) traffic,between DSLnet Telephone Exchange Service Customers and purchasers of Switched Exchange Access Service via a Verizon access Tandem in accordance with Sections 9 through 11 of this Attachment;and 2.2.1.3 Miscellaneous Trunk Groups as mutually agreed to by the Parties,including,but not limited to:(a)choke trunks for traffic congestion and testing;and,(b)untranslated intraLATA/InterLATA toll free service access code (e.g. 800/888/877)traffic. 2.2.2 Other types of trunk groups may be used by the Parties as provided in other Attachments to this Agreement (e.g.,911/E911 Trunks; Information Services Trunks)or in other separate agreements between the Parties (e.g.,DirectoryAssistance Trunks,Operator Services Trunks,BLV/BLVI Trunks). DSLnet ID Comp v2.3.doc 53 2.2.3 Except as otherwise provided in this Agreement,the Parties will mutually agree upon where One-Way InterconnectionTrunks (trunks with traffic going in one direction,including one-way trunks and uni-directional two-way trunks)and/or Two-Way InterconnectionTrunks (trunks with traffic going in both directions)will be deployed. 2.2.4 In the event the volume of traffic betweena Verizon End Office and the DSLnet network,which is carried by a Final Tandem Interconnection Trunk group,exceeds the Centium Call Second (Hundred Call Second) busy hour equivalent of one (1)DS-1 at any time and/or 200,000 minutes of use for a single month:(a)if One-Way Interconnection Trunks are used,the originating Party shall promptly establish new End Office One-Way InterconnectionTrunk groups betweenthe Verizon End Office and the DSLnet network;or,(b)if Two-Way InterconnectionTrunks are used,DSLnet shall promptlysubmit an ASR to Verizon to establish new End Office Two-Way Interconnection Trunk group(s)between that Verizon End Office and the DSLnet network. 2.2.5 Except as otherwise agreed in writing by the Parties,the total number of Tandem Interconnection Trunks between DSLnet's network and a Verizon Tandem will be limited to a maximum of 240 trunks.In the event that the volume of traffic between DSLnet's network and a Verizon Tandem exceeds,or reasonably can be expected to exceed, the capacity of the 240 trunks,DSLnet shall promptly submit an ASR to Verizon to establish new or additional End Office Trunks to insure that the volume of traffic between DSLnet's networkand the Verizon Tandem does not exceed the capacity of the 240 trunks. 2.3 One-Way InterconnectionTrunks. 2.3.1 Where the Parties have agreed to use One-Way Interconne'etionTrunks for the delivery of traffic from DSLnet to Verizon,DSLnet,at DSLnet's own expense,shall: 2.3.1.1 provide its own facilities for delivery of the traffic to the DSLnet Collocation arrangement at the Verizon-IP or to the third-party Collocation arrangement used by DSLnet at the Verizon-IP;and/or 2.3.1.2 obtain transport for delivery of the traffic to the DSLnet Collocation arrangement at the Verizon-IP or to the third- party Collocation arrangement used by DSLnet at the Verizon-IP (a)from a third-party,or,(b)if Verizon offers such transport pursuant to this Agreement or an applicable Verizon Tariff,from Verizon;and/or 2.3.1.3 order the One-Way Trunks from Verizon in accordancewith the rates,terms and conditions set forth in this Agreement and applicable Verizon Tariffs,for installation on an Entrance Facility obtained by DSLnetfrom Verizon pursuant to Sections 2.1.3.3 and 2.1.4,and also order multiplexing and transport from Verizon pursuant to Sections 2.1.3.3 and 2.1.4. 2.3.1.3.1 For each Tandem One -Way Interconnection Trunk group provided by Verizon to DSLnet with DSLnet ID Comp v2.3.doc 54 a utilization level of less than sixty percent (60%),unless the Parties agree otherwise, DSLnetwill promptly submit ASRs to disconnect a sufficient number of InterconnectionTrunks to attain a utilization level of approximatelysixty percent (60%). 2.3.2 Where the Parties have agreed to use One-Way InterconnectionTrunks for the delivery of traffic from Verizon to DSLnet,Verizon,at Verizon's own expense,shall: 2.3.2.1 provide its own facilities for delivery of the traffic to the Verizon Collocation arrangement or interconnection arrangement at the DSLnet-IP or to the third-party Collocation arrangement used by Verizon at the DSLnet-lP; or 2.3.2.2 obtain transport for delivery of the traffic to the Verizon Collocationarrangement or interconnection arrangement at the DSLnet-IP or to the third-party Collocation arrangement used by Verizon at the DSLnet-IP (a)from a third-party,or, (b)if DSLnet offers such transport pursuant to this Agreement or an applicable DSLnet Tariff,from DSLnet;or 2.3.2.3 order the One-Way Trunks from DSLnet in accordance with the rates,terms and conditions set forth in this Agreement and applicable DSLnet Tariffs for installation on an Entrance Facility obtained by Verizon from DSLnet pursuantto Sections 2.1.5.3 and 2.1.6,or obtain the One-Way Trunks from a third-party that has established an interconnection arrangement with DSLnet. 2.4 Two-Way InterconnectionTrunks. 2.4.1 Where the Parties have agreed to use Two-Way InterconnectionTrunks for the exchange of traffic between Verizon and DSLnet,DSLnet shall order from Verizon,and Verizon shall provide,the Two-Way InterconnectionTrunks and the Entrance Facility,on which such Trunks will ride,and transport and multiplexing,in accordancewith the rates,terms and conditions set forth in this Agreement and Verizon's applicable Tariffs. 2.4.2 Prior to ordering any Two-Way Interconnection Trunks from Verizon, DSLnet shall meet with Verizon to conduct a joint planning meeting ("Joint Planning Meeting").At that Joint Planning Meeting,each Party shall provide to the other Party originating Centium Call Second (Hundred Call Second)information,and the Parties shall mutually agree on the appropriate initial number of Two-Way End Office and Tandem InterconnectionTrunks and the interface specificationsat the Point of Interconnection (POI).Where the Parties have agreed to convert existing One-Way Interconnection Trunks to Two-Way InterconnectionTrunks,at the Joint Planning Meeting,the Parties shall also mutually agree on the conversion process and project intervalsfor conversion of such One-Way Interconnection Trunks to Two-Way InterconnectionTrunks. DSLnet ID Comp v2.3.doc 55 2.4.3 Two-Way Interconnection Trunks shall be from a Verizon End Office or Tandem to a mutually agreed upon POI. 2.4.4 On a semi-annual basis,DSLnet shall submit a good faith forecast to Verizon of the number of End Office and Tandem Two-Way InterconnectionTrunks that DSLnetanticipates Verizon will need to provide during the ensuing two (2)year period to carry traffic from DSLnetto Verizon and from Verizon to DSLnet.DSLnet's trunk forecasts shall conform to the Verizon CLEC trunk forecasting guidelines as in effect at that time. 2.4.5 The Parties shall meet (telephonicallyor in person)from time to time,as needed,to review data on End Office and Tandem Two-Way InterconnectionTrunks to determine the need for new trunk groups and to plan any necessary changes in the number of Two-Way InterconnectionTrunks. 2.4.6 Two-Way Interconnection Trunks shall have SS7 Common Channel Signaling.The Parties agree to utilize B8ZS and ExtendedSuper Frame (ESF)DS1 facilities,where available. 2.4.7 With respect to End Office Two-Way interconnection Trunks,both Parties shall use an economic Centium Call Second (HundredCall Second)equal to five (5). 2.4.8 Two-Way Interconnection Trunk groups that connect to a Verizon access Tandem shall be engineered using a design blocking objective of Neal- Wilkenson B.005 during the average time consistent busy hour.Two- Way Interconnection Trunk groups that connect to a Verizon local Tandem shall be engineered using a design blocking objective of Neal- Wilkenson B.01 during the average time consistent busy hour.Verizon and DSLnet shall engineer Two-Way InterconnectionTrunks using BOC Notes on the LEC Networks SR-TSV-002275. 2.4.9 The performance standard for final Two-Way InterconnectionTrunk groups shall be that no such InterconnectionTrunk group will exceed its design blocking objective (8.005 or B.01,as applicable)for three (3) consecutive calendar traffic study months. 2.4.10 DSLnet shall determine and order the number of Two-Way InterconnectionTrunks that are required to meet the applicable design blocking objective for all traffic carried on each Two-Way InterconnectionTrunk group.DSLnet shall order Two-Way InterconnectionTrunks by submittingASRs to Verizon setting forth the number of Two-Way interconnection Trunks to be installed and the requested installation dates within Verizon's effective standard intervals or negotiated intervals,as appropriate.DSLnet shall complete ASRs in accordance with OBF Guidelines as in effectfrom time to time. 2.4.11 Verizon may (but shall not be obligated to)monitor Two-Way Interconnection Groups using service results for the applicable design blocking objective.lf Verizon observes blocking in excess of the applicable design objective on any Tandem Two-Way Interconnection Trunk group and DSLnet has not notified Verizon that it has corrected such blocking,Verizon rnay submit to DSLnet a Trunk Group Service Request directing DSLnet to remedy the blocking.Upon receipt of a DSLnet ID Comp v2.3.doc 56 Trunk Group Service Request,DSLnet will complete an ASR to augment the Two-Way InterconnectionTrunk Group with excessive blocking and submit the ASR to Verizon within five (5)Business Days. 2.4.12 The Parties will review all Tandem Two-Way InterconnectionTrunk groups that reach a utilization level of seventy percent (70%),or greater,to determine whether those groups should be augmented. DSLnetwill promptly augment all Tandem Two-Way interconnection Trunk groups that reach a utilization level of eighty percent (80%)by submitting ASRs for additional trunks sufficient to attain a utilization level of approximately seventy percent (70%),unless the Parties agree that additional trunking is not required.For each Tandem Two-Way Interconnection Trunk group with a utilization level of less than sixty percent (60%),unless the Parties agree otherwise,DSLnetwill promptly submit ASRs to disconnect a sufficient number of InterconnectionTrunks to attain a utilization level of approximately sixty percent (60%)for each respective group,unless the Parties agree that the Two-Way Interconnection Trunks should not be disconnected. In the event DSLnet fails to submit an ASR for Two-Way InterconnectionTrunks in conformance with this section,Verizon may bill DSLnetfor the excess InterconnectionTrunks at the applicable Verizon rates. 2.4.13 Because Verizon will not be in control of when and how many Two-Way InterconnectionTrunks are established between its network and DSLnet's network,Verizon's performance in connection with these Two-Way Interconnection Trunk groups shall not be subject to any performancemeasurementsand remedies under this Agreement,and, except as otherwise required by Applicable Law,under any FCC or Commission approved carrier-to-carrier performance assurance guidelines or plan. 2.4.14 Upon three (3)months prior written notice and with the mutual agreement of the Parties,either Party may withdraw its traffic from a Two-Way InterconnectionTrunk group and install One-Way InterconnectionTrunks to the other Party's relevant POI,provided that, if a Party has failed to comply with this Agreement with regard to Two- Way InterconnectionTrunks,the other Party may upon three (3) months prior written notice and without mutual agreement of the non- complying Party,withdraw its traffic from a Two-Way Interconnection Trunk group and install One-Way InterconnectionTrunks to the non- complying Party's relevant POI. 2.4.15 DSLnetwill route its traffic to Verizon over the End Office and Tandem Two-Way InterconnectionTrunks in accordancewith SR-TAP-000191 including but not limited to those standards requiring that a call from DSLnet to a Verizon End Office will first be routed to the End Office InterconnectionTrunk group between DSLnet and the Verizon End Office. 2.4.16 When the Parties implement Two-Way InterconnectionTrunks,the Parties will work cooperatively to calculate a ProportionatePercentage of Use ("PPU")factor for each facility on which the Two-Way Interconnection Trunks ride,based on the total number of minutes of traffic that each Party sends over the Two-Way InterconnectionTrunks riding on that facility.DSLnet will pay a percentageof Verizon's monthly recurring charges for each facility on which the Two-Way DSLnet ID Comp v2.3.doc 57 InterconnectionTrunks ride equal to DSLnet's percentage of use of that facility as shown by the PPU.The PPU shall not be applied to calculate the charges for any portion of a facility that is on DSLnet's side of DSLnet's-IP,which charges shall be solely the financial responsibilityof DSLnet.During the first full calendar quarter (and any partial calendar quarter preceding such first full calendar quarter)after the first Two-Way InterconnectionTrunk is establishedon a facility,the PPU for that facility will be fifty percent (50%)for each Party.For each calendar quarter thereafter,the Parties shall recalculate the PPU using actual traffic usage data for the preceding calendar quarter. Non-recurringcharges for the facility on which the Two-Way InterconnectionTrunks ride shall be apportioned as follows:(a)for the portion of the facility on Verizon's side of the DSLnet-IP,DSLnet shall pay fifty percent (50%)of the Verizon non-recurring charges;and,(b) for the portion of the facility on DSLnet's side of the DSLnet-lP, DSLnet shall be solely responsiblefor the non-recurring charges. Notwithstanding the foregoing provisions of this Section 2.4.16,if DSLnetfails to provide DSLnet-IPs in accordance with this Agreement, DSLnet will be responsible for one hundred percent (100%)of all recurring and non-recurring charges associated with Two-Way InterconnectionTrunk groups until DSLnet establishes such DSLnet- IPs. 3.Alternative Interconnection Arrangements 3.1 In addition to the foregoing methods of Interconnection,and subject to mutual agreement of the Parties,the Parties may agree to establish an End Point Fiber Meet arrangement,which may include a SONET backbone with an optical interface at the OC-n level in accordance with the terms of this Section.The Fiber Distribution Frame at the DSLnet location shall be designated as the POI for both Parties. 3.2 The establishment of any End Point Fiber Meet arrangement is expressly conditioned upon the Parties'reaching prior written agreement on routing, appropriate sizing and forecasting,equipment,ordering,provisioning, maintenance,repair,testing,augment,and compensation,proceduresand arrangements,reasonable distance limitations,and on any other arrangements necessaryto implement the End Point Fiber Meet arrangement. 3.3 Except as otherwise agreed by the Parties,End Point Fiber Meet arrangements shall be used only for the termination of Reciprocal Compensation Traffic, Measured Internet Traffic,and IntraLATAToll Traffic. 4.Initiating Interconnection 4.1 If DSLnet determines to offer Telephone Exchange Services and to interconnect with Verizon in any LATA in which Verizon also offers Telephone Exchange Services and in which the Parties are not already interconnected pursuantto this Agreement,DSLnet shall provide written notice to Verizon of the need to establish Interconnectionin such LATA pursuant to this Agreement. 4.2 The notice provided in Section 4.1 shall include (a)the initial Routing Point(s);(b) the applicable DSLnet-IPs to be established in the relevant LATA in accordance with this Agreement;(c)DSLnet's intended Interconnection activation date;(d)a forecast of DSLnet's trunking requirements conforming to Section 14.3;and (e) DSLnet ID Comp v2.3.doc 58 such other information as Verizon shall reasonably request in order to facilitate Interconnection. 4.3 The interconnection activation date in the new LATA shall be mutually agreed to by the Parties after receipt by Verizon of all necessary informationas indicated above.Within ten (10)Business Days of Verizon's receipt of DSLnet's notice provided for in Section 4.1,Verizon and DSLnet shall confirm the Verizon-IP(s), the DSLnet-IP(s)and the mutually agreed upon Interconnectionactivation date for the new LATA. 5.Transmission and Routing of Telephone Exchange Service Traffic 5.1 Scope of Traffic. Section 5 prescribes parameters for InterconnectionTrunks used for Interconnectionpursuant to Sections 2 through 4 of this Attachment. 5.2 Trunk Group Connections and Orderinq. 5.2.1 For One-Way or Two-Way InterconnectionTrunks,both Parties shall use either a DS-1 or DS-3 facilities interface at the POI.When and where an STS-1 interface is available,the Parties may agree to use such an interface.Upon mutual agreement,the Parties may agree to use an optical interface (such as OC-n). 5.2.2 When One-Way or Two-Way InterconnectionTrunks are provisioned using a DS-3 interface facility,then DSLnet shall order the multiplexed DS-3 facilities to the Verizon Central Office that is designated in the NECA4 Tariff as an Intermediate Hub location,unless otherwise agreed to in writing by Verizon.The specific NECA 4 Intermediate Hub location to be used for One-Way or Two-Way InterconnectionTrunks shall be in the appropriate Tandem subtending area based on the LERG.In the event the appropriate DS-3 IntermediateHub is not used,then DSLnet shall pay 100%of the facility charges for the One- Way or Two-Way InterconnectionTrunks. 5.2.3 Each Party will identify its Carrier Identification Code,a three or four digit numeric code obtainedfrom Telcordia,to the other Party when ordering a trunk group. 5.2.4 Unless mutually agreed to by both Parties,each Party will outpulseten (10)digits to the other Party. 5.2.5 Each Party will use commercially reasonable efforts to monitor trunk groups under its control and to augment those groups using generally accepted trunk engineering standards so as to not exceed blocking objectives.Each Party agrees to use modular trunk engineering techniques for trunks subject to this Attachment. 5.3 Switchinq System Hierarchy and Trunkinq Requirements. For purposes of routing DSLnet traffic to Verizon,the subtending arrangements between Verizon Tandem Switches and Verizon End Office Switches shall be the same as the Tandem/End Office subtending arrangementsVerizon maintains for the routing of its own or other carriers'traffic.For purposes of routing Verizon traffic to DSLnet,the subtending arrangements between DSLnetTandem Switches and DSLnet End Office Switches shall be the same as the Tandem/End DSLnet ID Comp v2.3.doc 59 Office subtending arrangements that DSLnet maintains for the routing of its own or other carriers'traffic. 5.4 Signalinq. Each Party will provide the other Party with access to its databases and associated signaling necessary for the routing and completion of the other Party's traffic in accordance with the provisions contained in the Unbundled Network Element Attachment or applicable access tariff. 5.5 Grades of Service. The Parties shall initially engineer and shall monitor and augment all trunk groups consistent with the Joint Process as set forth in Section 14.1. 6.Traffic Measurement and Billing over Interconnection Trunks 6.1 For billing purposes,each Party shall pass Calling Party Number (CPN) informationon at least ninety-five percent (95%)of calls carried over the InterconnectionTrunks. 6.1.1 As used in this Section 6,"Traffic Rate"means the applicable Reciprocal Compensation Traffic rate,Measured InternetTraffic rate,intrastate Switched ExchangeAccess Service rate,interstate Switched Exchange Access Service rate,or intrastatelinterstate Tandem Transit Traffic rate,as provided in the Pricing Attachment,an applicableTariff, or,for Measured Internet Traffic,the FCC Internet Order. 6.1.2 If the originating Party passes CPN on ninety-fivepercent (95%)or more of its calls,the receiving Party shall bill the originating Party the Traffic Rate applicable to each relevant minute of traffic for which CPN is passed.For any remaining (up to 5%)calls without CPN information, the receiving Party shall bill the originating Party for such traffic at the Traffic Rate applicable to each relevant minute of traffic,in direct proportion to the minutes of use of calls passed with CPN information. 6.1.3 If the originating Party passes CPN on less than ninety-fivepercent (95%)of its calls and the originating Party chooses to combine Reciprocal Compensation Traffic and Toll Traffic on the same trunk group,the receiving Party shall bill the higher of its interstate Switched Exchange Access Service rates or its intrastate Switched Exchange Access Services rates for all traffic that is passed without CPN,unless the Parties agree that other rates should apply to such traffic. 6.2 At such time as a receiving Party has the capability,on an automated basis,to use such CPN to classify traffic delivered over InterconnectionTrunks by the other Party by Traffic Rate type (e.g.,Reciprocal Compensation Traffic/Measured InternetTraffic,intrastate Switched Exchange Access Service,interstate Switched Exchange Access Service,or intrastate/interstateTandem Transit Traffic),such receiving Party shall bill the originating Party the Traffic Rate applicable to each relevant minute of traffic for which CPN is passed.If the receiving Party lacks the capability,on an automated basis,to use CPN information on an automated basis to classify traffic delivered by the other Party by Traffic Rate type,the originating Party will supply Traffic Factor 1 and Traffic Factor 2.The Traffic Factors shall be supplied in writing by the originatingParty within thirty (30)days of the Effective Date and shall be updated in writing by the originating Party quarterly.Measurement of billing minutes for purposesof DSLnet ID Comp v2.3.doc 60 determining terminating compensation shall be in conversation seconds (the time in seconds that the Parties equipment is used for a completed call,measured from the receipt of answer supervisionto the receipt of disconnect supervision). Measurement of billing minutes for originating toll free service access code (e.g., 800/888/877)calls shall be in accordance with applicable Tariffs.Determinations as to whether traffic is Reciprocal Compensation Traffic or Measured Internet Traffic shall be made in accordance with Section 7.3.2.1 below. 6.3 Each Party reserves the right to audit all Traffic,up to a maximum of two audits per calendar year,to ensure that rates are being applied appropriately;provided, however,that either Party shall have the right to conduct additionalaudit(s)if the preceding audit disclosed material errors or discrepancies.Each Party agrees to provide the necessary Traffic data in conjunction with any such audit in a timely manner. 6.4 Nothing in this Agreement shall be construed to limit either Party's ability to designate the areas within which that Party's Customers may make calls which that Party rates as "local"in its Customer Tariffs. 7.Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5)of the Act 7.1 Reciprocal Compensation Traffic InterconnectionPoints. 7.1.1 Except as otherwise agreed by the Parties,the Interconnection Points ("lPs")from which DSLnet will provide transport and termination of Reciprocal CompensationTraffic to its Customers ("DSLnet-IPs")shall be as follows: 7.1.1.1 For each LATA in which DSLnet requests to interconnect with Verizon,except as otherwise agreed by the Parties, DSLnet shall establish a DSLnet IP in each Verizon Local Calling Area (as defined below)where DSLnet chooses to assign telephone numbers to its Customers.DSLnet shall establish such DSLnet-IP consistent with the methods of interconnection and interconnection trunking architectures that it will use pursuantto Section 2 or Section 3 of this Attachment.For purposes of this Section 7.1.1.1,Verizon Local Calling Areas shall be as defined in Verizon's effective Customer tariffs and include a non-optional Extended Local Calling Scope Arrangement,but do not include an optional Extended Local Calling Scope Arrangement.If DSLnetfails to establish IPs in accordance with the preceding sentences of this Section 7.1.1.1,(a) Verizon may pursue available dispute resolution mechanisms;and,(b)DSLnetshall bill and Verizon shall pay the lesser of the negotiated intercarrier compensation rate or the End Office Reciprocal Compensation rate for the relevant traffic less Verizon's transport rate,tandem switching rate (to the extent traffic is tandem switched),and other costs (to the extent that Verizon purchases such transport from DSLnet or a third party),from the originating Verizon End Office to the receiving DSLnet-IP. 7.1.1.2 At any time that DSLnet establishesa Collocation site at a Verizon End Office Wire Center in a LATA in which DSLnet is interconnected or requesting interconnectionwith DSLnet ID Comp v2.3.doc 61 Verizon,either Party may request in writing that such DSLnet Collocation site be established as the DSLnet-IPfor traffic originated by Verizon Customers served by that End Office.Upon such request,the Parties shall negotiatein good faith mutually acceptable arrangementsfor the transition to such DSLnet-IP.If the Parties have not reached agreement on such arrangements within thirty (30) days,(a)either Party may pursue available dispute resolution mechanisms;and,(b)DSLnetshall bill and Verizon shall pay the lesser of the negotiated intercarrier compensation rate or the End Office Reciprocal Compensation rate for the relevanttraffic less Verizon's transport rate,tandem switching rate (to the extent traffic is tandem switched),and other costs (to the extent that Verizon purchases such transport from DSLnet or a third party),from the originating Verizon End Office to the receiving DSLnet-IP. 7.1.1.3 In any LATA where the Parties are already interconnected prior to the effective date of this Agreement,DSLnet may maintain existing CLEC-lPs,except that Verizon may request in writing to transition such DSLnet-IPs to the DSLnet-IPs described in subsections 7.1.1.1 and 7.1.1.2, above.Upon such request,the Parties shall negotiate mutually satisfactory arrangementsfor the transition to CLEC-IPs that conform to subsections 7.1.1.1 and 7.1.1.2 above.If the Parties have not reached agreement on such arrangements within thirty (30)days,(a)either Party may pursue available dispute resolution mechanisms;and,(b) DSLnetshall bill and Verizon shall pay only the lesser of the negotiated intercarrier compensation rate or the End Office reciprocal compensation rate for relevant traffic,less Verizon's transport rate,tandem switching rate (to the extent traffic is tandem switched),and other costs (to the extent that Verizon purchases such transport from DSLnet or a third party),from Verizon's originating End Office to the DSLnet IP. 7.1.2 Except as otherwise agreed by the Parties,the interconnection Points ("lPs")from which Verizon will provide transport and termination of Reciprocal CompensationTraffic to its Customers ("Verizon-IPs")shall be as follows: 7.1.2.1 For Reciprocal CompensationTraffic delivered by DSLnet to the Verizon Tandem subtended by the terminating End Office serving the Verizon Customer,the Verizon-IP will be the Verizon Tandem switch. 7.1.2.2 For Reciprocal Compensation Traffic delivered by DSLnet to the Verizon terminating End Office serving the Verizon Customer,the Verizon-IP will be Verizon End Office switch. 7.1.3 Should either Party offer additional IPs to any Telecommunications Carrier that is not a Party to this Agreement,the other Party may elect to deliver traffic to such IPs for the NXXs or functionalities served by those IPs.To the extent that any such DSLnet-IP is not located at a Collocation site at a Verizon Tandem Wire Center or Verizon End DSLnet ID Comp v2.3.doc 62 Office Wire Center,then DSLnet shall permit Verizon to establish physical Interconnectionthrough collocation or other operationally comparable arrangements acceptable to Verizon at the DSLnet-IP. 7.1.4 Each Party is responsible for delivering its ReciprocalCompensation Traffic that is to be terminated by the other Party to the other Party's relevant IP. 7.2 Reciprocal Compensation. The Parties shall compensate each other for the transport and termination of Reciprocal CompensationTraffic delivered to the terminating Party in accordance with Section 251(b)(5)of the Act at the rates stated in the Pricing Attachment. These rates are to be applied at the DSLnet-IP for traffic delivered by Verizon for termination by DSLnet,and at the Verizon-IP for traffic delivered by DSLnet for termination by Verizon.Except as expressly specified in this Agreement,no additional charges shall apply for the termination from the IP to the Customer of Reciprocal CompensationTraffic delivered to the Verizon-IP by DSLnet or the DSLnet-IP by Verizon.When such Reciprocal Compensation Traffic is delivered over the same trunks as Toll Traffic,any port or transport or other applicable access charges related to the delivery of Toll Traffic from the IP to an end user shall be prorated to be applied only to the Toll Traffic.The designationof traffic as Reciprocal Compensation Traffic for purposes of Reciprocal Compensation shall be based on the actual originating and terminating points of the complete end-to-end communication. 7.3 Traffic Not Subiect to Reciprocal Compensation. 7.3.1 Reciprocal Compensation shall not apply to interstate or intrastate ExchangeAccess,InformationAccess,or exchange servicesfor Exchange Access or InformationAccess. 7.3.2 Reciprocal Compensation shall not apply to internet Traffic. 7.3.2.1 The determination of whether traffic is Reciprocal Compensation Traffic or Internet Traffic shall be performed in accordance with Paragraphs8 and 79,and other applicable provisions,of the FCC Internet Order (including, but not limited to,in accordance with the rebuttable presumption established by the FCC Internet Order that traffic delivered to a carrier that exceeds a 3:1 ratio of terminating to originating traffic is InternetTraffic,and in accordance with the process established by the FCC Internet Order for rebutting such presumption before the Commission). 7.3.3 Reciprocal Compensation shall not apply to Toll Traffic,including,but not limited to,calls originated on a 1+presubscriptionbasis,or on a casual dialed (10XXX/101XXXX)basis. 7.3.4 Reciprocal Compensation shall not apply to Optional Extended Local Calling Area Traffic. 7.3.5 Reciprocal Compensation shall not apply to special access,private line, or any other traffic that is not switched by the terminating Party. 7.3.6 Reciprocal Compensation shall not apply to Tandem Transit Traffic. DSLnet ID Comp v2.3.doc 63 7.3.7 Reciprocal Compensation shall not apply to Voice Information Service Traffic (as defined in Section 5 of the Additional ServicesAttachment). 7.4 The ReciprocalCompensation rates (including,but not limited to,the Reciprocal Compensation per minute of use charges)billed by DSLnetto Verizon shall not exceed the Reciprocal Compensation rates (including,but not limited to, Reciprocal Compensation per minute of use charges)billed by Verizon to DSLnet. 8.Other Types of Traffic 8.1 Notwithstandingany other provision of this Agreement or any Tariff:(a)the Parties'rights and obligations with respect to any intercarrier compensationthat may be due in connectionwith their exchange of Internet Traffic shall be governed by the terms of the FCC Internet Order and other applicable FCC orders and FCC Regulations;and,(b)a Party shall not be obligatedto pay any intercarrier compensationfor Internet Traffic that is in excess of the intercarrier compensationfor Internet Traffic that such Party is required to pay under the FCC Internet Order and other applicable FCC orders and FCC Regulations. 8.2 Subject to Section 8.1 above,interstate and intrastate ExchangeAccess, InformationAccess,exchange services for ExchangeAccess or Information Access,and Toll Traffic,shall be governed by the applicable provisionsof this Agreement and applicable Tariffs. 8.3 For any traffic originating with a third party carrier and delivered by DSLnetto Verizon,DSLnet shall pay Verizon the same amount that such third party carrier would have been obligated to pay Verizon for termination of that traffic at the location the traffic is delivered to Verizon by DSLnet. 8.4 Any traffic not specifically addressed in this Agreement shall be treated as required by the applicable Tariff of the Party transporting and/or terminating the traffic. 8.5 Interconnection Points. 8.5.1 The IP of a Party ("Receiving Party")for Measured InternetTraffic delivered to the Receiving Party by the other Party shall be the same as the IP of the Receiving Party for Reciprocal CompensationTraffic under Section 7.1 above. 8.5.2 Except as otherwise set forth in the applicable Tariff of a Party ("Receiving Party")that receives Toll Traffic from the other Party,the IP of the Receiving Party for Toll Traffic delivered to the Receiving Party by the other Party shall be the same as the IP of the Receiving Party for Reciprocal CompensationTraffic under Section 7.1 above. 8.5.3 The IP for traffic exchanged between the Parties that is not Reciprocal Compensation Traffic,Measured Internet Traffic or Toll Traffic,shall be as specified in the applicable provisions of this Agreement or the applicable Tariff of the receiving Party,or in the absence of applicable provisions in this Agreement or a Tariff of the receiving Party,as mutually agreed by the Parties. 9.Transmission and Routing of Exchange Access Traffic 9.1 Scope of Traffic. DSLnet ID Comp v2.3.doc 64 Section 9 prescribes parameters for certain trunks to be established over the Interconnections specified in Sections 2 through 5 of this Attachment for the transmission and routing of traffic between DSLnetTelephone Exchange Service Customers and Interexchange Carriers ("Access Toll Connecting Trunks"),in any case where DSLnet elects to have its End Office Switch subtend a Verizon Tandem.This includes casually-dialed (1010XXXand 101XXXX)traffic. 9.2 Access Toll Connectinq Trunk Group Architecture. 9.2.1 If DSLnet chooses to subtend a Verizon access Tandem,DSLnet's NPA/NXX must be assigned by DSLnet to subtend the same Verizon access Tandem that a Verizon NPA/NXX serving the same Rate Center Area subtends as identified in the LERG. 9.2.2 DSLnet shall establish Access Toll Connecting Trunks pursuant to applicable access Tariffs by which it will provide Switched Exchange Access Services to InterexchangeCarriers to enable such Interexchange Carriers to originate and terminate traffic to and from DSLnet's Customers. 9.2.3 The Access Toll Connecting Trunks shall be two-way trunks.Such trunks shall connect the End Office DSLnet utilizes to provide Telephone Exchange Service and Switched ExchangeAccess to its Customers in a given LATA to the Tandem Verizon utilizes to provide Exchange Access in such LATA. 9.2.4 Access Toll Connecting Trunks shall be used solely for the transmission and routing of Exchange Access to allow DSLnet's Customers to connect to or be connected to the interexchange trunks of any Interexchange Carrier which is connected to a Verizon access tandem. 10.Meet-Point Billing Arrangements 10.1 DSLnet and Verizon will establish Meet-Point Billing (MPB)arrangements in order to provide a common transport option to Switched ExchangeAccess Services customers via a Verizon access Tandem Switch in accordance with the Meet Point Billing guidelines contained in the OBF's MECAB and MECOD documents,except as modified herein,and in Verizon's applicable Tariffs.The arrangements described in this Section 10 are intended to be used to provide Switched Exchange Access Service where the transport component of the Switched Exchange Access Service is routed through an access Tandem Switch that is provided by Verizon. 10.2 In each LATA,the Parties shall establish MPB arrangements for the applicable DSLnet Routing Point/Verizon Serving Wire Center combinations. 10.3 Interconnectionfor the MPB arrangement shall occur at the Verizon access Tandems in the IATA,unless otherwise agreedto by the Parties. 10.4 DSLnet and Verizon will use reasonable efforts,individually and collectively,to maintain provisions in their respective state access Tariffs,and/or provisions within the National Exchange Carrier Association (NECA)Tariff No.4,or any successor Tariff sufficient to reflect the MPB arrangements established pursuant to this Agreement. DSLnet ID Comp v2.3.doc 65 10.5 In general,there are four alternative Meet-Point Billing arrangements possible, which are:Single Bill/Single Tariff,Multiple Bill/Single Tariff,Multiple Bill/Multiple Tariff,and Single Bill/Multiple Tariff,as outlined in the OBF MECAB Guidelines. Each Party shall implement the "Multiple Bill/Single Tariff"or "Multiple Bill/Multiple Tariff"option,as appropriate,in order to bill an IXC for the portion of the MPB arrangement provided by that Party.Alternatively,in former Bell Atlantic service areas,upon agreement of the Parties,each Party may use the New York State Access Pool on its behalf to implement the Single Bill/Multiple Tariff or Single Bill/Single Tariff option,as appropriate,in order to bill an IXCfor the portion of the MPB arrangement provided by that Party. 10.6 The rates to be billed by each Party for the portion of the MPB arrangement provided by it shall be as set forth in that Party's applicable Tariffs,or other document that contains the terms under which that Party's access services are offered.For each DSLnet Routing Point/Verizon Serving Wire Center combination,the MPB billing percentages for transport between the DSLnet Routing Point and the Verizon Serving Wire Center shall be calculated in accordance with the formula set forth in Section 10.17. 10.7 Each Party shall provide the other Party with the billing name,billing address, and Carrier IdentificationCode (CIC)of the IXC,and identification of the Verizon Wire Center serving the IXC in order to comply with the MPB notification process as outlined in the MECAB document. 10.8 Verizon shall provide DSLnet with the Switched Access Detail Usage Data (EMI category 1101XX records)on magnetic tape or via such other media as the Parties may agree to,no later than ten (10)Business Days after the date the usage occurred. 10.9 DSLnet shall provide Verizon with the Switched Access Summary Usage Data (EMI category 1150XXrecords)on magnetic tape or via such other inedia as the Parties may agree,no later than ten (10)Business Days after the date of its rendering of the bill to the relevant IXC,which bill shall be rendered no less frequently than monthly. 10.10 All usage data to be provided pursuant to Sections 10.8 and 10.9 shall be sent to the following addresses: To DSLnet: Wendy Bluemling 545 Long Wharf Drive,Sth Floor New Haven,Connecticut 06511 For Verizon (Former GTE service area): Verizon Data Services ATTN:MPB 1 East Telecom Parkway Dock K Temple Terrace,FL 33637 Either Party may change its address for receiving usage data by notifying the other Party in writing pursuant to Section 29 of the General Terms and Conditions. DSLnet ID Comp v2.3.doc 66 10.11 DSLnet and Verizon shall coordinate and exchange the billing account reference (BAR)and billing account cross reference (BACR)numbers or Operating Company Number ("OCN"),as appropriate,for the MPB arrangements described in this Section 10.Each Party shall notify the other if the level of billing or other BAR/BACRelements change,resulting in a new BAR/BACR number,or if the OCN changes. 10.12 Each Party agrees to provide the other Party with notification of any errors it discovers in MPB data within thirty (30)calendar days of the receipt of the original data.The other Party shall attempt to correct the error and resubmitthe data within ten (10)Business Days of the notification.In the event the errors cannot be corrected within such ten-(10)Business-Dayperiod,the erroneous data will be considered lost.In the event of a loss of data,whether due to uncorrectable errors or otherwise,both Parties shall cooperate to reconstructthe lost data and,if such reconstruction is not possible,shall accept a reasonable estimate of the lost data based upon prior usage data. 10.13 Either Party may request a review or audit of the various components of access recording up to a maximum of two (2)audits per calendar year.All costs associated with each review and audit shall be borne by the requesting Party. Such review or audit shall be conducted subject to Section 7 of the General Terms and Conditions and during regular business hours.A Party may conduct additional audits,at its expense,upon the other Party's consent,which consent shall not be unreasonably withheld. 10.14 Except as expressly set forth in this Agreement,nothing contained in this Section 10 shall create any liability for damages,losses,claims,costs,injuries,expenses or other liabilities whatsoever on the part of either Party. 10.15 MPB will apply for all traffic bearing the 500,900,toll free service access code (e.g.800/888/877)(to the extent provided by an IXC)or any other non- geographic NPA which may be designated for such traffic in the future. 10.16 in the event DSLnet determines to offer Telephone Exchange Services in a LATA in which Verizon operates an access Tandem Switch,Verizon shall permit and enable DSLnet to subtend the Verizon access Tandem Switch(es)designated for the Verizon End Offices in the area where there are located DSLnet Routing Point(s)associated with the NPA NXX(s)to/from which the Switched Exchange Access Services are homed. 10.17 Except as otherwise mutually agreed by the Parties,the MPB billing percentages for each Routing Point/Verizon Serving Wire Center combination shall be calculated according to the following formula,unless as mutually agreed to by the Parties: a /(a +b)=DSLnet Billing Percentage and b /(a +b)=Verizon Billing Percentage where: a =the airline mileage between DSLnet Routing Point and the actual point of interconnectionfor the MPB arrangement;and b =the airline mileage between the Verizon ServingWire Center and DSLnet ID Comp v2.3.doc 67 the actual point of interconnection for the MPB arrangement. 10.18 DSLnet shall inform Verizon of each LATA in which it intends to offer Telephone Exchange Services and its calculation of the billing percentageswhich should apply for such arrangement.Within ten (10)Business Days of DSLnet's delivery of notice to Verizon,Verizon and DSLnet shall confirm the Routing Point/Verizon Serving Wire Center combination and billing percentages. 11.Toll Free Service Access Code (e.g.,800/888/877)Traffic The following terms shall apply when either Party delivers toll free service access code (e.g.,800/877/888)("8YY")calls to the other Party.For the purposes of this Section 11, the terms "translated"and "untranslated"refersto those toll free service access code calls that have been queried ("translated")or have not been queried ("untranslated")to an 8YY database.Except as otherwise agreed to by the Parties,all DSLnetoriginating "untranslated"8YY traffic will be routed over a separate one-waytrunk group. 11.1 When DSLnet delivers translated 8YY calls to Verizonfor completion, 11.1.1 to an IXC,DSLnet shall: 11.1.1.1 provide an appropriate EMI record to Verizon for processing and Meet Point Billing in accordancewith Section 10 above; and 11.1.1.2 bill the IXCthe DSLnet query charge associated with the call. 11.1.2 to Verizon or another LEC that is a toll free service access code service provider in the LATA,DSLnet shall: 11.1.2.1 provide an appropriate EMI recordto the toll free service access code service provider;and 11.1.2.2 bill to the toll free service access code service provider the DSLnet's Tariffed Feature Group D ("FGD")Switched Exchange Access or ReciprocalCompensation charges,as applicable,and the DSLnet query charge;and 11.1.2.3 Verizon shall bill applicable Tandem Transit Service charges and associated passthroughcharges to DSLnet. 11.2 When Verizon performsthe query and delivers translated 8YY calls,originated by Verizon's or another LEC's Customer, 11.2.1 to DSLnet in it's capacity as a toll free service access code service provider,Verizon shall: 11.2.1.1 bill DSLnet the Verizon query charge associated with the call as specified in the Pricing Attachment;and 11.2.1.2 provide an appropriate EMI record to DSLnet;and 11.2.1.3 bill DSLnet Verizon's Tariffed FGD Switched Exchange Access or Reciprocal Compensation charges as applicable. 11.3 When DSLnet:delivers untranslated 8YY calls to Verizon for completion, DSLnet ID Comp v2.3.doc 68 11.3.1 to an IXC,Verizon shall: 11.3.1.1 query the call and route the call to the appropriate IXC;and 11.3.1.2 provide an appropriate EMI record to DSLnetto facilitate billing to the IXC;and 11.3.1.3 bill the IXC the Verizon query charge associated with the call and any other applicable Verizon charges. 11.3.2 to Verizon or another LEC that is a toll free service access code service provider in the LATA,Verizon shall: 11.3.2.1 query the call and route the call to the appropriate LEC toll free service access code service provider;and 11.3.2.2 provide an appropriate EMI recordto DSLnet;to facilitate billing to the LEC toll free service access code service provider;and 11.3.2.3 bill the LEC toll free service access code service provider the query charge associated with the call and any other applicable Verizon charges. 11.4 Verizon will not direct untranslated toll free service access code call to DSLnet. 12.Tandem Transit Traffic 12.1 As used in this Section 12,Tandem Transit Traffic is Telephone Exchange Service traffic that originates on DSLnet's network,and is transported through a Verizon Tandem to the Central Office of a CLEC,ILEC other than Verizon, Commercial Mobile Radio Service (CMRS)carrier,or other LEC,that subtends the relevant Verizon Tandem to which DSLnet delivers such traffic.Neitherthe originating nor terminating customer is a Customer of Verizon.Subtending Central Offices shall be determined in accordance with and as identified in the Local Exchange Routing Guide (LERG).Switched ExchangeAccess Service traffic is not Tandem Transit Traffic. 12.2 Tandem Transit Traffic Service provides DSLnet with the transport of Tandem Transit Traffic as provided below. 12.3 Tandem Transit Traffic may be routed over the InterconnectionTrunks described in Sections 2 through 6.DSLnet shall deliver each Tandem Transit Traffic call to Verizon with CCS and the appropriate Transactional CapabilitiesApplication Part ("TCAP")message to facilitate full interoperability of CLASS Features and billing functions. 12.4 DSLnet shall exercise its best efforts to enter into a reciprocalTelephone Exchange Service traffic arrangement (either via written agreement or mutual Tariffs)with any CLEC,ILEC,CMRS carrier,or other LEC,to which it delivers Telephone Exchange Service traffic that transits Verizon's Tandem Office.If DSLnetdoes not enter into and provide notice to Verizon of the above referenced arrangement within 180 days of the initial traffic exchange with relevant third party carriers,then Verizon may,at its sole discretion,terminate Tandem Transit Service at anytime upon thirty (30)days written notice to DSLnet. 12.5 DSLnet shall pay Verizon for Transit Service that DSLnet originates at the rate specified in the Pricing Attachment,plus any additional charges or costs the DSLnet ID Comp v2.3.doc 69 receiving CLEC,ILEC ,CMRS carrier,or other LEC,imposes or levies on Verizon for the delivery or termination of such traffic,including any Switched Exchange Access Service charges. 12.6 Verizon will not provide Tandem Transit Traffic Service for Tandem Transit Traffic to be delivered to a CLEC,lLEC,CMRS carrier,or other LEC,if the volume of Tandem Transit Traffic to be delivered to that carrier exceeds one (1) DS1 level volume of calls. 12.7 If or when a third party carrier's Central Office subtends a DSLnetCentral Office, then DSLnet shall offer to Verizon a service arrangement equivalent to or the same as Tandem Transit Service provided by Verizon to DSLnet as defined in this Section 12 such that Verizon may terminate calls to a Central Office of a CLEC,ILEC,CMRS carrier,or other LEC,that subtends a DSLnet Central Office ("ReciprocalTandem Transit Service").DSLnet shall offer such Reciprocal Transit Service arrangements under terms and conditions no less favorable than those provided in this Section 12. 12.8 Neither Party shall take any actions to prevent the other Party from entering into a direct and reciprocal traffic exchange agreement with any carrier to which it originates,or from which it terminates,traffic. 13.Number Resources,Rate Center Areas and Routing Points 13.1 Nothing in this Agreement shall be construed to limit or otherwise adversely affect in any manner either Party's right to employ or to request and be assigned any Central Office Codes ("NXX")pursuant to the Central Office Code Assignment Guidelines and any relevant FCC or Commission orders,as may be amended from time to time,or to establish,by Tariff or otherwise,Rate Center Areas and Routing Points corresponding to such NXX codes. 13.2 It shall be the responsibility of each Party to program and update its own switches and network systems pursuantto information provided on ASRs as well as the LERG in order to recognize and route traffic to the other Party's assigned NXX codes.Except as expressly set forth in this Agreement,neither Party shall impose any fees or charges whatsoever on the other Party for such activities. 13.3 Unless otherwise required by Commission order,the Rate CenterAreas will be the same for each Party.During the term of this Agreement,DSLnet shall adopt the Rate Center Area and Rate Center Points that the Commission has approved for Verizon within the LATA and Tandem serving area.DSLnetshall assign whole NPA-NXX codes to each Rate Center Area unless otherwise ordered by the FCC,the Commission or another governmental entity of appropriate jurisdiction,or the LEC industry adopts alternative methods of utilizing NXXs. 13.4 DSLnet will also designate a Routing Point for each assigned NXX code.DSLnet shall designate one location for each Rate Center Area in which the DSLnethas established NXX code(s)as the Routing Point for the NPA-NXXsassociated with that Rate Center Area,and such Routing Point shall be within the same LATA as the Rate Center Area but not necessarily within the Rate Center Area itself. Unless specified otherwise,calls to subsequent NXXs of DSLnet will be routed in the same manner as calls to DSLnet's initial NXXs. 13.5 Notwithstandinganything to the contrary contained herein,nothing in this Agreement is intended,and nothing in this Agreement shall be construed,to in any way constrain DSLnet's choices regarding the size of the local calling area(s) DSLnet ID Comp v2.3.doc 70 that DSLnet may establish for its Customers,which local calling areas may be larger than,smaller than,or identical to Verizon's local calling areas. 14.Joint Network Implementation and Grooming Process;and Installation, Maintenance,Testing and Repair 14.1 Joint Network Implementation and Groominq Process. Upon request of either Party,the Parties shall jointly develop an implementation and grooming process (the "Joint Grooming Process"or "Joint Process")which may define and detail,inter alia: 14.1.1 standards to ensure that InterconnectionTrunks experience a grade of service,availability and quality which is comparableto that achieved on interoffice trunks within Verizon's network and in accord with all appropriate relevant industry-accepted quality,reliability and availability standards.Except as otherwise stated in this Agreement, trunks provided by either Party for Interconnection services will be engineered using a design-blocking objective of B.01. 14.1.2 the respective duties and responsibilities of the Parties with respect to the administration and maintenance of the trunk groups,including,but not limited to,standards and proceduresfor notification and discoveries of trunk disconnects; 14.1.3 disaster recovery provision escalations; 14.1.4 additional technically feasible and geographically relevant IP(s)in a LATA as provided in Section 2;and 14.1.5 such other matters as the Parties may agree,including,e.g.,End Office to End Office high usage trunks as good engineering practices may dictate. 14.2 Installation,Maintenance,Testinq and Repair. Unless otherwise agreed in writing by the Parties,to the extent required by Applicable Law,Interconnection provided by a Party shall be equal in quality to that provided by such Party to itself,any subsidiary,affiliates or third party.If either Party is unable to fulfill its obligations under this Section 14.2,it shall notify the other Party of its inability to do so and will negotiate alternative intervals in good faith.The Parties agree that to the extent required by Applicable Law,the standards to be used by a Party for isolating and clearing any disconnections and/or other outages or troubles shall be at parity with standards used by such Party with respect to itself,any subsidiary,affiliate or third party. 14.3 Forecastinq Requirements for Trunk Provisioning. Within ninety (90)days of executing this Agreement,DSLnet shall provide Verizon a two (2)year traffic forecast.This initial forecast will provide the amount of traffic to be delivered to and from Verizon over each of the Interconnection Trunk groups over the next eight (8)quarters.The forecast shall be updatedand providedto Verizon on an as-needed basis but no less frequently than semiannually.All forecasts shall comply with the Verizon CLEC Interconnection Trunking Forecast Guide and shall include,at a minimum,Access Carrier Terminal Location (ACTL),traffic type (Reciprocal Compensation Traffic/Toll Traffic,Operator Services,911,etc.),code (identifiestrunk group),A location/Z DSLnet ID Comp v2.3.doc 71 location (CLLI codes for DSLnet-IPs and Verizon-IPs),interface type (e.g.,DS1), and trunks in service each year (cumulative). 14.3.1 Initial Forecasts/TrunkinqRequirements.Because Verizon's trunking requirementswill,at least during an initial period,be dependent on the Customer segments and service segments within Customer segments to whom DSLnetdecides to market its services,Verizon will be largely dependent on DSLnet to provide accurate trunk forecasts for both inbound (from Verizon)and outbound (to Verizon)traffic.Verizon will, as an initial matter,provide the same number of trunks to terminate Reciprocal Compensation Traffic to DSLnet as DSLnet providesto terminate Reciprocal Compensation Traffic to Verizon.At Verizon's discretion,when DSLnet expressly identifies particular situations that are expected to producetraffic that is substantiallyskewed in either the inbound or outbound direction,Verizon will provide the number of trunks DSLnet suggests;provided,however,that in all cases Verizon's provision of the forecasted number of trunks to DSLnet is conditioned on the following:that such forecast is based on reasonable engineering criteria,there are no capacity constraints,and DSLnet's previous forecasts have proven to be reliable and accurate. 14.3.1.1 Monitorinqand Adjustinq Forecasts.Verizon will,for ninety (90)days,monitortraffic on each trunk group that it establishes at DSLnet's suggestion or request pursuantto the procedures identified in Section 14.3.At the end of such ninety-(90)day period,Verizon may disconnect trunks that,based on reasonable engineering criteria and capacity constraints,are not warranted by the actual traffic volume experienced.If,after such initial ninety (90)day period for a trunk group,Verizon determines that any trunks in the trunk group in excess of two (2)DS-1s are not warranted by actual traffic volumes (consideringengineering criteria for busy Centium Call Second (Hundred Call Second)and blocking percentages),then Verizon may hold DSLnet financially responsiblefor the excess facilities. 14.3.1.2 In subsequent periods,Verizon may also monitor traffic for ninety (90)days on additionaltrunk groups that DSLnet suggests or requestsVerizon to establish.If,after any such (90)day period,Verizon determines that any trunks in the trunk group are not warranted by actual traffic volumes (considering engineering criteria for busy hour Centium Call Second (Hundred Call Second)and blocking percentages), then Verizon may hold DSLnetfinancially responsiblefor the excess facilities.At any time during the relevant ninety- (90)day period,DSLnet may requestthat Verizon disconnect trunks to meet a revised forecast.In such instances,Verizon may hold DSLnetfinancially responsible for the disconnected trunks retroactiveto the start of the ninety (90)day period through the date such trunks are disconnected. 15.Number Portability -Section 251(B)(2) 15.1 Scope. DSLnet ID Comp v2.3.doc 72 The Parties shall provide Number Portability (NP)in accordance with rules and regulationsas from time to time prescribed by the FCC. 15.2 Proceduresfor Providinq LNP ("Lonq-term Number Portability"). The Parties will follow the LNP provisioning process recommended by the North American Numbering Council (NANC)and adopted by the FCC.In addition,the Parties agree to follow the LNP ordering procedures established at the OBF. The Parties shall provide LNP on a reciprocal basis. 15.2.1 A Customer of one Party ("Party A")elects to becomea Customer of the other Party ("Party B").The Customer elects to utilize the original telephone number(s)corresponding to the Telephone Exchange Service(s)it previously received from Party A,in conjunction with the Telephone Exchange Service(s)it will now receive from Party B.After Party B has received authorization from the Customer in accordance with Applicable Law and sends an LSR to Party A,Parties A and B will work together to port the Customer's telephone number(s)from Party A's network to Party B's network. 15.2.2 When a telephone number is ported out of Party A's network,Party A will remove any non-proprietary line based calling card(s)associated with the ported number(s)from its Line Information Database (LIDB). Reactivation of the line-based calling card in another LIDB,if desired, is the responsibility of Party B or Party B's Customer. 15.2.3 When a Customer of Party A ports their telephone numbers to Party B and the Customer has previously secured a reservationof line numbers from Party A for possible activation at a future point,these reserved but inactive numbers may be ported along with the active numbers to be ported provided the numbers have been reservedfor the Customer.Party B may request that Party A port all reserved numbers assigned to the Customer or that Party A port only those numbers listed by Party B.As long as Party B maintains reserved but inactive numbers ported for the Customer,Party A shall not reassign those numbers.Party B shall not reassign the reserved numbers to another Customer. 15.2.4 When a Customer of Party A ports their telephone numbersto Party B,in the process of porting the Customer's telephone numbers,Party A shall implement the ten-digit trigger feature where it is available.When Party A receives the porting request,the unconditional trigger shall be applied to the Customer's line before the due date of the porting activity.When the ten-digit unconditional trigger is not available,Party A and Party B must coordinate the disconnect activity. 15.2.5 The Parties shall furnish each other with the Jurisdiction Information Parameter (JIP)in the Initial Address Message (IAM),containing a Local Exchange Routing Guide (LERG)-assigned NPA-NXX (6 digits) identifying the originating switch on calls originatingfrom LNP capable switches. 15.2.6 Where LNP is commercially available,the NXXs in the office shall be defined as portable,except as noted in 15.2.7,and translations will be changed in the Parties switches to open those NXXs for database queries in all applicable LNP capable offices within the LATA of the DSLnet ID Comp v2.3.doc 73 given switch(es).On a prospective basis,all newly deployed switches will be equipped with LNP capabilityand so noted in the LERG. 15.2.7 All NXXs assigned to LNP capable switches are to be designated as portable unless a NXX(s)has otherwise been designated as non- portable.Non-portable NXXs include NXX codes assigned to paging, cellular and wireless services;codes assigned for internal testing and official use and any other NXX codes required to be designatedas non-portable by the rules and regulations of the FCC.NXX codes assigned to mass calling on a choked network may not be ported using LNP technology but are portable using methods established by the NANC and adopted by the FCC.On a prospective basis,newly assigned codes in switches capable of porting shall become commercially available for porting with the effective date in the network. 15.2.8 Both Parties'use of LNP shall meet the performance criteria specified by the FCC.Both Parties will act as the default carrier for the other Party in the event that either Party is unable to perform the routing necessary for LNP. 15.3 Procedures for Providinq NP Throuqh Full NXX Code Migration. Where a Party has activated an entire NXX for a single Customer,or activated at least eighty percent (80%)of an NXX for a single Customer,with the remaining numbers in that NXX either reserved for future use by that Customer or otherwise unused,if such Customer chooses to receiveTelephone Exchange Servicefrom the other Party,the first Party shall cooperate with the second Party to have the entire NXX reassigned in the LERG (and associated industry databases,routing tables,etc.)to an End Office operated by the second Party.Such transfer will be accomplished with appropriate coordination between the Parties and subject to appropriate industry lead times for movements of NXXs from one switch to another.Neither Party shall charge the other in connection with this coordinated transfer. 15.4 Procedures for Providinq INP (Interim Number Portability). The Parties shall provide Interim Number Portability (INP)in accordancewith rules and regulations prescribed from time to time by the FCC and state regulatory bodies,the Parties respective company procedures,and as set forth in this Section 15.4.The Parties shall provide INP on a reciprocal basis. 15.4.1 In the event that either Party,Party B,wishes to serve a Customer currently served at an End Office of the other Party,Party A,and that End Office is not LNP-capable,Party A shall make INP availableonly where LNP is not commercially available or not required by FCC orders and regulations.INP will be provided by remote call forwarding (RCF)and/or direct inward dialing (DID)technology,which will forward terminating calls to Party B's End Office.Party B shall provide Party A with an appropriate "forward-to"number. 15.4.2 Prices for INP and formulas for sharing Terminating access revenues associated with INP shall be provided where applicable,upon request by either Party. 15.4.3 Either Party wishing to use DID to provide for INP must request a dedicated trunk group from the End Office where the DID numbers are DSLnet ID Compv2.3.doc 74 currently served to the new serving-End Office.If there are no existing facilities between the respective End Offices,the dedicated facilities and transport trunks will be provisioned as unbundled service through the ASR provisioning process.The requesting party will reroute the DID numbersto the pre-positioned trunk group using the LSR provisioning process.DID trunk rates are contained in the Parties' respective tariffs. 15.4.4 The Parties Agree that,per FCC 98-275,Paragraph 16,effective upon the date LNP is available at any End Office of one Party,Party A, providing INP for Customers of the other Party,Party B,no further orders will be accepted for new INP at that End Office.Ordersfor new INP received priorto that date,and change orders for existing INP, shall be worked by Party A.Orders for new INP received by Party A on or after that date shall be rejected.Existing INP will be grand- fathered,subject to Section 15.4.5,below. 15.4.5 In offices equipped with LNP prior to September 1,1999 for former Bell Atlantic offices and October 1,2000 for former GTE offices,the Parties agree to work together to convert all existing INP-servedCustomersto LNP by December 31,2000 in accordance with a mutually agreed to conversion process and schedule.If mutually agreed to by the Parties, the conversion period may be extended one time by no more than 90 days from December 31,2000. 15.4.6 Upon availability of LNP after October 1,2000 at an End Office of either Party,both Parties agree to work together to convert the existing INP- served Customers to LNP by no later than 90 days from the date of LNP availability unless otherwise agreed to by the Parties. 15.4.7 When,through no fault of Verizon's,all INP has not been convertedto LNP at the end of the agreed to conversion period,then the remaining INPs will be changed to a functionally equivalent tariff service and billed to DSLnet at the tariff rate(s)for the subject jurisdiction. 15.5 Proceduresfor LNP Request. The Parties shall provide for the requesting of End Office LNP capability on a reciprocal basis through a written request.The Parties acknowledgethat Verizon has deployed LNP throughout its network in compliancewith FCC 96-286 and other applicable FCC rules. 15.5.1 If Party B desires to have LNP capability deployed in an End Office of Party A,which is not currently capable,Party B shall issue a LNP request to Party A.Party A will respondto the Party B,within ten (10) days of receipt of the request,with a date for which LNP will be available in the requested End Office.Party A shall proceed to provide for LNP in compliance with the procedures and timelines set forth in FCC 96-286,Paragraph 80,and FCC 97-74,Paragraphs 65 through 67. 15.5.2 The Parties acknowledge that each can determine the LNP-capable End Offices of the other through the Local Exchange Routing Guide (LERG).In addition the Parties shall make information available upon request showing their respective LNP-capable End Offices,as set forth in this Section 15.5. DSLnet ID Comp v2.3.doc 75 16.Transport and Termination of Indirect InterconnectionTraffic 16.1 Network interconnectionArchitecture Traffic to be Exchanqed. The Parties shall reciprocally terminate mandatory EAS,optional EAS and IntraLATAToll originating on each other's networks utilizing Indirect Network Interconnections. 16.2 Network InterconnectionArchitecture. Each Party will plan,design,construct and maintain the facilities within their respective systems as are necessary and proper for the provisionof traffic covered by this Agreement.These facilities include but are not limited to,a sufficient number of trunks to the point of interconnectionwith the tandem company,and sufficient interoffice and interexchangefacilities and trunks between its own central offices to adequately handle traffic between all central offices within the service areas at P.01 grade of service or better. The provisioning and engineering of such services and facilities will comply with generally accepted industry methods and practices,and will observe the rules and regulations of the lawfully established tariffs applicable to the services provided. 16.3 Operator Services Calls. Each Party agrees to coordinate the interconnection of their operator service bureau with the operator service bureau of the other Party in orderto providefor the exchange of miscellaneousservices,e.g.Busy Line Verification/Interrupt, Directory Assistance,Call Completions. 16.4 Traffic Recordinq. The traffic recording and identificationfunctions required to provide the services specified hereundershall be performed by the Parties except for the functions performed by the tandem company on behalf of a Party.Each Party will calculate terminating minutes of use based on standard Automatic Message Accounting recordings made within each Party's network or by the tandem company.The Parties agree they will,to the extent feasible,make every attempt to accurately capture and report the actual usage interchanged betweenthem for use in calculating the necessary compensation under this Agreement.In the event detailed terminating billing records are not available,summary billing reports may be used. DSLnet ID Comp v2.3.doc 76 RESALE ATTACHMENT 1.General Verizon shall provide to DSLnet,in accordance with this Agreement (including,but not limited to,Verizon's applicable Tariffs)and the requirements of Applicable Law,Verizon's Telecommunications Services for resale by DSLnet;provided,that notwithstandingany other provision of this Agreement,Verizon shall be obligated to provide Telecommunications Services to DSLnet only to the extent required by Applicable Law and may decline to providea Telecommunications Service to DSLnetto the extent that provision of such Telecommunications Service is not required by Applicable Law. 2.Use of Verizon Telecommunications Services 2.1 Verizon Telecommunications Services may be purchased by DSLnet under this Resale Attachment only for the purpose of resale by DSLnet as a Telecommunications Carrier.Verizon TelecommunicationsServices to be purchased by DSLnetfor other purposes (including,but not limited to,DSLnet's own use)must be purchased by DSLnet pursuantto other applicable Attachments to this Agreement (if any),or separate written agreements, including,but not limited to,applicable Verizon Tariffs. 2.2 DSLnet shall not resell: 2.2.1 Residential service to persons not eligible to subscribeto such service from Verizon (including,but not limited to,business or other nonresidentialCustomers); 2.2.2 Lifeline,Link Up America,or other means-tested service offerings,to persons not eligible to subscribe to such service offerings from Verizon; 2.2.3 Grandfatheredor discontinued service offerings to persons not eligible to subscribeto such service offerings from Verizon;or 2.2.4 Any other Verizon service in violation of a restriction stated in this Agreement (including,but not limited to,a Verizon Tariff)that is not prohibited by Applicable Law. 2.2.5 In addition to any other actions taken by DSLnet to comply with this Section 2.2,DSLnet shall take those actions required by Applicable Law to determine the eligibility of DSLnet Customers to purchase a service,including,but not limited to,obtaining any proof or certification of eligibility to purchase Lifeline,Link Up America,or other means- tested services,required by Applicable Law.DSLnetshall indemnify Verizon from any Claims resulting from DSLnet's failure to take such actions required by Applicable Law. 2.2.6 Verizon may perform audits to confirm DSLnet's conformity to the provisions of this Section 2.2.Such audits may be performed twice per calendar year and shall be performed in accordance with Section 7 of the GeneralTerms and Conditions. DSLnet ID Comp v2.3.doc 77 2.3 DSLnet shall be subject to the same limitations that Verizon's Customers are subject to with respect to any Telecommunications Service that Verizon grandfathers or discontinues offering.Without limiting the foregoing,except to the extent that Verizon follows a different practice for Verizon Customers in regard to a grandfathered Telecommunications Service,such grandfathered Telecommunications Service:(a)shall be available only to a Customer that already has such Telecommunications Service;(b)may not be moved to a new service location;and (c)will be furnished only to the extent that facilities continue to be available to provide such TelecommunicationsService. 2.4 DSLnet shall not be eligible to participatein any Verizon plan or program under which Verizon Customers may obtain products or services,which are not Verizon Telecommunications Services,in return for trying,agreeing to purchase, purchasing,or using Verizon Telecommunications Services. 2.5 In accordance with 47 CFR §51.617(b),Verizon shall be entitled to all charges for Verizon ExchangeAccess services used by interexchange carriers to provide service to DSLnet Customers. 3.Availability of Verizon Telecommunications Services 3.1 Verizon will provide a Verizon Telecommunications Service to DSLnetfor resale pursuant to this Attachment where and to the same extent,but only where and to the same extent that such Verizon Telecommunications Service is provided to Verizon's Customers. 3.2 Except as otherwise required by Applicable Law,subject to Section 3.1,Verizon shall have the right to add,modify,grandfather,discontinue or withdraw Verizon Telecommunications Services at any time,without the consent of DSLnet. 3.3 To the extent required by Applicable Law,the Verizon Telecommunications Services to be provided to DSLnetfor resale pursuantto this Attachment will include a Verizon Telecommunications Service customer-specific contract service arrangement ("CSA")(such as a customer specific pricing arrangement or individual case based pricing arrangement)that Verizon is providing to a Verizon Customer at the time the CSA is requested by DSLnet. 4.Responsibility for Charges DSLnet shall be responsible for and pay all charges for any Verizon Telecommunications Services provided by Verizon pursuant to this Resale Attachment. 5.Operations Matters 5.1 Facilities. 5.1.1 Verizon and its suppliers shall retain all of their right,title and interest in all facilities,equipment,software,information,and wiring used to provide Verizon Telecommunications Services. 5.1.2 Verizon shall have access at all reasonable times to DSLnet Customer locations for the purpose of installing,inspecting,maintaining, repairing,and removing,facilities,equipment,software,and wiring used to provide the Verizon TelecommunicationsServices.DSLnet shall,at DSLnet's expense,obtain any rights and authorizations necessaryfor such access DSLnet ID Comp v2.3.doc 78 5.1.3 Except as otherwise agreed to in writing by Verizon,Verizon shall not be responsible for the installation,inspection,repair,maintenance,or removal of facilities,equipment,software,or wiring provided by DSLnet or DSLnet Customers for use with Verizon Telecommunications Services. 5.2 Brandinq. 5.2.1 Except as stated in Section 5.2.2 of this Attachment,in providingVerizon Telecommunications Services to DSLnet,Verizon shall have the right (but not the obligation)to identifythe Verizon Telecommunications Services with Verizon's trade names,trademarks and service marks ("Verizon Marks"),to the same extent that these Servicesare identified with Verizon's Marks when they are provided to Verizon's Customers. Any such identification of Verizon's Telecommunications Services shall not constitute the grant of a license or other right to DSLnet to use Verizon's Marks. 5.2.2 To the extent required by Applicable Law,upon request by DSLnet and at prices,terms and conditions to be negotiated by DSLnetand Verizon,Verizon shall provide Verizon TelecommunicationsServices for resale that are identified by DSLnet's trade name,or that are not identified by trade name,trademark or service mark. 5.2.3 If Verizon uses a third-party contractor to provide Verizon Operator Services or Verizon Directory Assistance Services,DSLnetwill be responsiblefor entering into a direct contractual arrangementwith the third-party contractor at DSLnet's expense (a)to obtain identification of Verizon Operator Services or Verizon Directory Assistance Services purchased by DSLnet for resale with DSLnet's trade name,or (b)to obtain removal of Verizon Marks from Verizon Operator Services or Verizon DirectoryAssistance Services purchased by DSLnetfor resale. 6.Rates and Charges The rates and charges for Verizon Telecommunication Services purchased by DSLnet for resale pursuant to this Attachment shall be as provided in this Attachment and the Pricing Attachment. DSLnet ID Comp v2.3.doc 79 NETWORK ELEMENTS ATTACHMENT L General 1.1 Verizon shall provide to DSLnet,in accordance with this Agreement (including, but not limited to,Verizon's applicable Tariffs)and the requirements of Applicable Law,access to Verizon's Network Elements on an unbundled basis and in combinations (Combinations);provided,however,that notwithstandingany other provision of this Agreement,Verizon shall be obligated to provide unbundled Network Elements (UNEs)and Combinations to DSLnetonly to the extent required by Applicable Law and may decline to provide UNEs or Combinationsto DSLnet to the extent that provision of such UNEs or Combinations is not required by Applicable Law. 1.2 Except as otherwise required by Applicable Law:(a)Verizon shall be obligated to provide a UNE or Combination pursuant to this Agreement only to the extent such UNE or Combination,and the equipment and facilities necessary to provide such UNE or Combination,are available in Verizon's network;(b)Verizon shall have no obligation to construct or deploy new facilities or equipmentto offer any UNE or Combination;and,(c)Verizon shall not be obligatedto combine Network Elements that are not already combined in Verizon's network.Consistentwith the foregoing,should DSLnet engage in a pattern of behaviorthat suggests that DSLnet either (i)knowingly inducesVerizon Customers to order TelecommunicationsServices from Verizon with the primary intention of enabling DSLnet to convert those Telecommunications Services to UNEs or Combinations,or (ii)itself orders TelecommunicationsServicesfrom Verizon without taking delivery of those Telecommunications Services in order to induce Verizon to construct facilities that DSLnet then converts to UNEs or Combinations,then Verizon will provide written notice to DSLnet that its actions suggest that DSLnet is engaged in a pattern of bad faith conduct.If DSLnet fails to respond to this notice in a manner that is satisfactory to Verizon within fifteen (15)Business Days,then Verizon shall have the right,with thirty (30)calendar days advance written notice to DSLnet,to institute an embargo on provision of new services and facilities to DSLnet.This embargo shall remain in effect until DSLnet providesVerizon with adequate assurances that the bad faith conduct shall cease.Should DSLnet repeat the pattern of conductfollowing the removal of the service embargo,then Verizon may elect to treat the conduct as an act of material breach in accordance with the provisions of this Agreement that address default. 1.3 DSLnet may use a UNE or Combination only for those purposesfor which Verizon is required by Applicable Law to provide such UNE or Combination to DSLnet.Without limiting the foregoing,DSLnet may use a UNE or Combination (a)only to provide a Telecommunications Service and (b)to provide Exchange Access services only to the extent that Verizon is required by Applicable Law to provide such UNE or Combination 10 DSLnet in order to allow DSLnet to provide such Exchange Access services. 1.4 Notwithstanding any other provision of this Agreement: DSLnet ID Comp v2.3.doc 80 1.4.1 To the extent Verizon is required by a change in Applicable Law to provide to DSLnet a UNE or Combinationthat is not offered under this Agreement to DSLnet as of the Effective Date,the terms,conditions and prices for such UNE or Combination (including,but not limited to, the terms and conditions defining the UNE or Combination and stating when and where the UNE or Combination will be available and how it will be used,and terms,conditions and prices for pre-ordering, ordering,provisioning,repair,maintenance and billing)shall be as provided in an applicable Verizon Tariff,or,in the absence of an applicable Verizon Tariff,as mutually agreed in writing by the Parties. 1.4.2 Verizon shall not be obligated to provide to DSLnet,and DSLnet shall not request from Verizon,access to a proprietaryadvanced intelligent network service. 1.5 Without limiting Verizon's rights pursuant to Applicable Law or any other section of this Agreement to terminate its provision of a UNE or a Combination,if Verizon provides a UNE or Combination to DSLnet,and the Commission,the FCC,a court or other governmental body of appropriatejurisdiction determines or has determined that Verizon is not required by Applicable Law to provide such UNE or Combination,Verizon may terminate its provision of such UNE or Combination to DSLnet.If Verizon terminates its provision of a UNE or a Combination to DSLnet pursuant to this Section 1.5 and DSLnet elects to purchase other services offered by Verizon in place of such UNE or Combination,then:(a) Verizon shall reasonably cooperate with DSLnet to coordinate the termination of such UNE or Combination and the installation of such services to minimize the interruption of service to Customers of DSLnet;and,(b)DSLnet shall pay all applicable charges for such services,including,but not limited to,all applicable installation charges. 1.6 Nothing contained in this Agreement shall be deemed to constitute an agreement by Verizon that any item identified in this Agreement as a Network Element is (i) a Network Element under Applicable Law,or (ii)a Network Element Verizon is required by Applicable Law to provideto DSLnet on an unbundled basis or in combination with other Network Elements. 1.7 Except as otherwise expressly stated in this Agreement,DSLnetshall access Verizon's UNEs specifically identified in this Agreement via Collocation in accordance with the Collocation Attachment at the VerizonWire Center where those UNEs exist,and each Loop or Port shall,in the case of Collocation,be delivered to DSLnet's Collocation node by means of a Cross Connection. 1.8 If as the result of DSLnet Customer actions (i.e.,Customer Not Ready ("CNR")), Verizon cannot complete requested work activity when a technician has been dispatched to the DSLnet Customer premises,DSLnetwill be assessed a non- recurringcharge associated with this visit.This charge will be the sum of the applicable Service Order charge as provided in the Pricing Attachment and the Premises Visit Charge as provided in Verizon's applicable retail or wholesale Tariff. 2.Verizon's Provision of Network Elements Subjectto the conditions set forth in Section 1,in accordance with,but only to the extent required by,Applicable Law,Verizon shall provide DSLnetaccess to the following: 2.1 Loops,as set forth in Section 3; DSLnet ID Compv2.3.doc 81 2.2 Line Sharing,as set forth in Section 4; 2.3 Line Splitting,as set forth in Section 5; 2.4 Sub-Loops,as set forth in Section 6; 2.5 Inside Wire,as set forth in Section 7; 2.6 Dark Fiber,as set forth in Section 8; 2.7 Network Interface Device,as set forth in Section 9; 2.8 Switching Elements,as set forth in Section 10; 2.9 InterofficeTransmission Facilities (IOF),as set forth in Section 11; 2.10 Signaling Networks and Call-Related Databases,as set forth in Section 12; 2.11 Operations Support Systems,as set forth in Section 13;and 2.12 Other UNEs in accordance with Section 14. 3.Loop Transmission Types Subject to the conditions set forth in Section 1,Verizon shall allow DSLnet to access Loops unbundledfrom local switching and local transport,in accordance with this Section 3 and the rates and charges provided in the Pricing Attachment.Verizon shall allow DSLnet access to Loops in accordance with,but only to extent required by,Applicable Law.The available Loop types are as set forth below: 3.1 "2 Wire Analog Voice Grade Loop"or "Analog 2W"provides an effective 2-wire channel with 2-wire interfacesat each end that is suitable for the transport of analog Voice Grade (nominal300 to 3000 Hz)signals and loop-start signaling. This Loop type is more fully described in Verizon TR-72565,as revised from time-to-time.If "Customer-SpecifiedSignaling"is requested,the Loop will operate with one of the following signaling types that may be specified when the Loop is ordered:loop-start,ground-start,loop-reverse-battery,and no signaling. Customerspecified signaling is more fully described in Verizon TR-72570,as revisedfrom time-to-time. 3.2 "4-Wire Analog Voice Grade Loop"or "Analog 4W"provides an effective 4-wire channel with 4-wire interfacesat each end that is suitable for the transport of analog Voice Grade (nominal 300 to 3000 Hz)signals.This Loop type will operate with one of the following signaling types that may be specified when the Loop is ordered:loop-start,ground-start,loop-reverse-battery,duplex,and no signaling.This Loop type is more fully described in Verizon TR-72570,as revisedfrom time-to-time. 3.3 "2-Wire ISDN Digital Grade Loop"or "BRI ISDN"provides a channel with 2-wire interfacesat each end that is suitable for the transport of 160 kbps digital services using the ISDN 2B1Q line code.This Loop type is more fully described in ANSI T1.601-1998 and Verizon TR 72575,(as revised from time-to-time.In some cases loop extension equipment may be necessaryto bring the line loss within acceptable levels.Verizon will provide loop extension equipment only upon request.A separate charge will apply for loop extension equipment. 3.4 "2-Wire ADSL-Compatible Loop"or "ADSL 2W"provides a channel with 2-wire interfacesat each end that is suitable for the transport of digital signals up to 8 DSLnet ID Comp v2.3.doc 82 Mbps toward the Customer and up to 1 Mbps from the Customer.This Loop type is more fully described in Verizon TR-72575,as revised from time-to-time. ADSL-Compatible Loops will be available only where existing copper facilities are available and meet applicable specifications.Verizon will not build new copper facilities.The upstream and downstream ADSL power spectral density masks and dc line power limits in Verizon TR 72575,as revised from time-to-time,must be met. 3.5 "2-Wire HDSL-CompatibleLoop"or "HDSL 2W"consists of a single 2-wire non- loaded,twisted copper pair that meets the carrier serving area design criteria. This Loop type is more fully described in Verizon TR-72575,as revisedfrom time-to-time.The HDSL power spectral density mask and dc line power limits referenced in Verizon TR 72575,as revisedfrom time-to-time,must be met.2- wire HDSL-compatible local loops will be provided only where existing facilities are available and can meet applicable specifications.Verizon will not build new copperfacilities.The 2-wire HDSL-compatibleloop is available only in Bell Atlantic Service Areas. 3.6 "4-Wire HDSL-Compatible Loop"or "HDSL 4W"consists of two 2-wire non- loaded,twisted copper pairs that meet the carrier serving area design criteria. This Loop type is more fully described in Verizon TR-72575,as revised from time-to-time.The HDSL power spectral density mask and dc line power limits referenced in Verizon TR 72575,as revised from time-to-time,must be met.4- Wire HDSL-compatible local loops will be provided only where existing facilities are available and can meet applicable specifications.Verizon will not build new copper facilities. 3.7 "4-Wire DS1-compatible Loop"provides a channel with 4-wire interfaces at each end.Each 4-wire channel is suitable for the transport of 1.544 Mbps digital signals simultaneously in both directions using PCM line code.This Loop type is more fully described in ANSI T1.403 and Verizon TR 72575,as revised from time-to-time.DS-1-compatible Loops will be available only where existing facilities can meet the specifications in ANSI T1.403 and Verizon TR 72575.as revised from time-to-time. 3.8 "2-Wire 1DSL-CompatibleMetallic Loop"consists of a single 2-wire non-loaded, twisted copper pair that meets revised resistance design criteria.This UNE Loop is intended to be used with very-low band symmetric DSL systems that meet the Class 1 signal power limits and other criteria in the draft Ti E1.4 loop spectrum management standard (T1E1.4/2000-002R3)and are not compatible with 2B1Q 160 kbps ISDN transport systems.The actual data rate achieved depends upon the performance of CLEC-provided modems with the electrical characteristics associated with the loop.This Loop type is more fully described in T1E1.4/2000- 002R3.This loop cannot be providedvia UDLC.IDLC-compatible local loops will be provided only where facilities are available and can meet applicable specifications.Verizon will not build new copper facilities. 3.9 "2-Wire SDSL-Compatible Loop",is intended to be used with low band symmetric DSL systems that meet the Class 2 signal power limits and other criteria in the draft T1E1.4 loop spectrum management standard (T1E1.4/2000-002R3).This UNE loop consists of a single 2-wire non-loaded,twisted copper pair that meets Class 2 length limit in T1E1.4/2000-002R3.The data rate achieved depends on the performance of the CLEC-provided modems with the electrical characteristics associated with the loop.This Loop type is more fully described in T1E1.4/2000- 002R3.SDSL-compatible local loops will be provided only where facilities are available and can meet applicable specifications.Verizon will not build new copper facilities. DSLnet ID Comp v2.3.doc 83 3.10 "4-Wire 56 kbps Loop"is a 4-wire Loop that providesa transmission path that is suitable for the transport of digital data at a synchronous rate of 56 kbps in opposite directions on such Loop simultaneously.A 4-Wire 56 kbps Loop consists of two pairs of non-loaded copper wires with no intermediateelectronics or it consists of universal digital loop carrier with 56 kbps DDS dataport transport capability.Verizon shall provide 4-Wire 56 kbps Loops to DSLnet in accordance with,and subject to,the technical specificationsset forth in Verizon Technical Reference TR72575,Issue 2,as revisedfrom time-to-time. 3.11 "DS-3 Loops"will support the transmission of isochronousbipolar serial data at a rate of 44.736 Mbps or the equivalent of 28 DS-1 channels.This Loop type is more fully described in Verizon TR 72575,as revisedfrom time to time.The DS-3 Loop includes the electronics necessary to provide the DS-3 transmission rate.A DS-3 Loop will only be provided where the electronics are at the requested installation date currently available for the requested loop.Verizon will not install new electronics. 3.12 "Digital Designed Loops"are comprised of designed loops that meet specific DSLnet requirements for metallic loops over 18k ft.or for conditioning of ADSL, HDSL,SDSL,IDSL,or BRI ISDN Loops."Digital DesignedLoops"may include requestsfor: 3.12.1 a 2W Digital Designed Metallic Loop with a total loop length of 18k to 30k ft.,unloaded,with the option to remove bridgedtap; 3.12.2 a 2W ADSL Loop of 12k to 18k ft.with an option to remove bridged tap; 3.12.3 a 2W ADSL Loop of less than 12k ft.with.an option to remove bridged tap; 3.12.4 a 2W HDSL Loop of less than 12k ft.with an option to remove bridged tap: 3.12.5 a 4W HDSL Loop of less than 12k ft with an option to remove bridged tap; 3.12.6 a 2 W Digital Designed Metallic Loop with Verizon-placed ISDN loop extension electronics; 3.12.7 a 2W SDSL Loop with an option to remove bridged tap;and 3.12.8 a 2W IDSL Loop of less than 18k ft.with an option to remove bridged tap; 3.13 Verizon shall make Digital Designed Loops availableto DSLnet at the rates as set forth in the Pricing Attachment. 3.14 The following ordering procedures shall apply to the xDSL Loops and Digital Designed Loops: 3.14.1 DSLnet shall place orders for xDSL Loops and Digital Designed Loops by delivering to Verizon a valid electronictransmittal service order or other mutually agreed upon type of service order.Such service order shall be provided in accordance with industry format and specifications or such format and specifications as may be agreed to by the Parties 3.14.2 Verizon is conducting a mechanized survey of existing Loopfacilities,on a Central Office by Central Office basis,to identify those Loops that DSLnet ID Comp v2.3.doc 84 meet the applicable technical characteristics established by Verizon for compatibility with ADSL,HDSL,IDSL,SDSL and BRI ISDN signals. The results of this survey will be stored in a mechanized database and made available to DSLnet as the process is completed in each Central Office.DSLnet must utilize this mechanized loop qualification database,where available,in advance of submittinga valid electronic transmittal service order for an ADSL,HDSL,IDSL,SDSL or BRI ISDN Loop.Charges for mechanized loop qualification information are set forth in the Pricing Attachment. 3.14.3 If the Loop is not listed in the mechanized database described in Section 3.14.2,DSLnet must request a manual loop qualification prior to submitting a valid electronic service order for an ADSL,HDSL,SDSL, IDSL,or BRI ISDN Loop.The rates for manual loop qualification are set forth in the Pricing Attachment.In general,Verizon will complete a manual loop qualification request within three Business Days,although Verizon may require additional time due to poor record conditions, spikes in demand,or other unforeseen events. 3.14.4 If a query to the mechanized loop qualification database or manual loop qualification indicates that a Loop does not qualify (e.g.,because it does not meet the applicable technical parameters set forth in the Loop descriptions above),DSLnet may request an EngineeringQuery,as described in Section 3.14.6,to determine whether the result is due to characteristics of the loop itself (e.g.,specific number and location of bridged taps,the specific number of load coils,or the gauge of the cable). 3.14.5 If DSLnet submits a service order for an ADSL,HDSL,SDSL,IDSL,or BRI ISDN Loop that has not been prequalified,Verizon will query the service order back to DSLnet for qualification and will not accept such service order until the Loop has been prequalified on a mechanized or manual basis.If DSLnet submits a service order for an ADSL,HDSL, SDSL,IDSL,or BRI ISDN Loop that is,in fact,not compatible with such services in its existing condition,Verizon will respond back to DSLnet with a "Nonqualified"indicator and with informationshowing whether the non-qualified result is due to the presence of load coils, presence of digital loop carrier,or loop length (includingbridged tap). 3.14.6 Where DSLnet has followed the prequalification procedure described above and has determined that a Loop is not compatible with ADSL, HDSL,SDSL,IDSL,or BRI ISDN service in its existing condition,it may either request an Engineering Query to determine whether conditioning may make the Loop compatible with the applicable service;or if DSLnet is already aware of the conditioning required (e.g., where DSLnet has previously requested a qualification and has obtained loop characteristics),DSLnet may submit a service order for a Digital Designed Loop.Verizon will undertake to condition or extend the Loop in accordance with this Section 3.14 upon receipt of DSLnet's valid,accurate and pre-qualified service order for a Digital Designed Loop. 3.15 The Parties will make reasonable efforts to coordinate their respective roles in order to minimize provisioning problems.In general,where conditioning or loop extensions are requested by DSLnet,an interval of eighteen (18)Business Days will be required by Verizon to complete the loop analysis and the necessary construction work involved in conditioning and/or extending the loop as follows: DSLnet ID Comp v2.3.doc 85 3.15.1 Three (3)Business Days will be required following receipt of DSLnet's valid,accurate and pre-qualifiedservice orderfor a Digital Designed Loop to analyze the loop and related plant records and to create an Engineering Work Order. 3.15.2 Upon completion of an EngineeringWork Order,Verizon will initiate the construction order to perform the changes/modificationsto the Loop requested by DSLnet.Conditioning activities are,in most cases,able to be accomplished within fifteen (15)Business Days.Unforeseen conditions may add to this interval. After the engineering and conditioningtasks have been completed,the standard Loop provisioning and installation process will be initiated,subject to Verizon's standard provisioning intervals. 3.16 If DSLnet requires a change in scheduling,it must contact Verizon to issue a supplement to the original service order.If DSLnet cancels the request for conditioning after a loop analysis has been completed but prior to the commencement of construction work,DSLnet shall compensate Verizon for an EngineeringWork Order charge as set forth in the Pricing Attachment.If DSLnet cancels the request for conditioning after the loop analysis has been completed and after construction work has started or is complete,DSLnet shall compensate Verizon for an Engineering Work Order charge as well as the charges associated with the conditioning tasks performed as set forth in the Pricing Attachment. 3.17 Conversion of LiveTelephone Exchange Serviceto Analog 2W Loops. 3.17.1 The following coordination procedures shall apply to "live"cutovers of Verizon Customers who are converting their Telephone Exchange Services to DSLnet Telephone Exchange Services provisionedover Analog 2W unbundled Local Loops ("Analog2W Loops)to be provided by Verizon to DSLnet: 3.17.1.1 Coordinated cutover charges shall apply to conversionsof live Telephone ExchangeServices to Analog 2W Loops. When an outside dispatch is required to perform a conversion,additional charges may apply.If DSLnet does not request a coordinated cutover,Verizon will process DSLnet's order as a new installation subject to applicable standard provisioning intervals. 3.17.1.2 DSLnet shall request Analog 2W Loops for coordinated cutover from Verizon by delivering to Verizon a valid electronic Local Service Request ("LSR").Verizon agrees to accept from DSLnetthe date and time for the conversion designated on the LSR ("Scheduled Conversion Time"), provided that such designation is within the regularly scheduled operating hours of the Verizon Regional CLEC Control Center ("RCCC")and subject to the availabilityof Verizon's work force.In the event that Verizon's work force is not available,DSLnet and Verizon shall mutually agree on a New Conversion Time,as defined below.DSLnet shall designate the Scheduled Conversion Time subject to Verizon standard provisioning intervals as stated in the Verizon CLEC Handbook,as may be revised from time to time.Within three (3)Business Days of Verizon's receipt of such valid LSR,or as otherwise required by Applicable Law, DSLnet ID Comp v2.3.doc 86 Verizon shall provide DSLnet the scheduled due date for conversion of the Analog 2W Loops covered by such LSR. 3.17.1.3 DSLnet shall provide dial tone at the DSLnet Collocation site at least forty-eight (48)hours prior to the Scheduled Conversion Time. 3.17.1.4 Either Party may contact the other Party to negotiate a new Scheduled Conversion Time (the "New Conversion Time");provided,however,that each Party shall use commercially reasonable efforts to provide four (4)business hours' advance notice to the other Party of its request for a New Conversion Time.Any Scheduled Conversion Time or New Conversion Time may not be rescheduled more than one (1)time in a Business Day,and any two New Conversion Times for a particularAnalog 2W Loop shall differ by at least eight (8)hours,unless otherwise agreed to by the Parties. 3.17.1.5 If the New Conversion Time is more than one (1)business hourfrom the original Scheduled Conversion Time or from the previous New Conversion Time,the Party requesting such New Conversion Time shall be subject to the following: 3.17.1.5.1 If Verizon requeststo rescheduleoutside of the one (1)hour time frame above,the Analog 2W Loops Service Order Charge for the original Scheduled Conversion Time or the previous New Conversion Time shall be waived upon requestfrom DSLnet;and 3.17.1.5.2 If DSLnet requeststo rescheduleoutside the one (1)hour time frame above,DSLnet shall be charged an additional Analog 2W Loops Service Order Charge for reschedulingthe conversionto the New Conversion Time. 3.17.1.6 If DSLnet is not ready to accept service at the Scheduled Conversion Time or at a New Conversion Time,as applicable,an additional Service Order Charge shall apply. If Verizon is not available or ready to perform the conversion within thirty (30)minutes of the Scheduled Conversion Time or New Conversion Time,as applicable, Verizon and DSLnet will reschedule and,upon request from DSLnet,Verizon will waive the Analog 2W Loop Service Order Charge for the original Scheduled Conversion Time. 3.17.1.7 The standard time interval expected from disconnection of a live Telephone Exchange Serviceto the connection of the Analog 2W Loops to DSLnet is fifteen (15)minutes per Analog 2W Loop for all orders consisting of twenty (20) Analog 2W Loops or less.Orders involvingmore than twenty (20)Loops will require a negotiated interval. 3.17.1.8 Conversions involving LNP will be completed according to North American Numbering Council ("NANC")standards, DSLnet ID Comp v2.3.doc 87 via the regional Number Portability Administration Center ("NPAC"). 3.17.1.9 if DSLnet requiresAnalog 2W Loop conversions outside of the regularly scheduled Verizon RCCC operating hours, such conversions shall be separately negotiated.Additional charges (e.g.overtime labor charges)may apply for desired dates and times outside of regularlyscheduled RCCC operating hours. 3.18 Verizon shall provide DSLnet access to its Loops at each of Verizon's Wire Centers for Loops terminating in that Wire Center.In addition,if DSLnet orders one or more Loops provisioned via Integrated Digital Loop Carrier or Remote Switching technology deployed as a Loop concentrator,Verizon shall,where available,move the requested Loop(s)to a spare physical Loop,if one is existing and available,at no additional charge to DSLnet.If,however,no spare physical Loop is available,Verizon shall within three (3)Business Days of DSLnet's request notify DSLnet of the lack of available facilities.DSLnet may then at its discretion make a Network Element Bona Fide Request pursuant to Section 14.3 to Verizon to provide the unbundled Local Loop through the demultiplexing of the integrated digitized Loop(s).DSLnet may also make a Network Element Bona Fide Request pursuantto Section 14.3 for access to Unbundled Local Loops at the Loop concentration site point.Notwithstanding anything to the contrary in this Agreement,standard provisioningintervals shall not apply to Loops provided under this Section 3.18. 4.Line Sharing 4.1 "Line Sharing"is an arrangement by which Verizon facilitates DSLnet's provision of ADSL (in accordance with T1.413),Splitterless ADSL (in accordance with T1.419),RADSL (in accordance with TR #59),Multiple Virtual Line (MVL)(a proprietarytechnology),or any other xDSL technology that is presumedto be acceptablefor shared line deployment in accordance with FCC rules,to a particular Customer location over an existing copper Loop that is being used simultaneously by Verizon to provide analog circuit-switchedvoice grade service to that Customer by making available to DSLnet,solely for DSLnet's own use, the frequency range above the voice band on the same copper Loop required by DSLnet to provide such services.This Section 4 addresses line sharing over loops that are entirely copper loops. 4.2 Subject to the conditions set forth in Section 1,Verizon shall provide Line Sharing to DSLnetfor DSLnet's provision of ADSL (in accordance with T1.413), Splitterless ADSL (in accordance with T1.419),RADSL (in accordance with TR # 59),MVL (a proprietarytechnology),or any other xDSL technology that is presumed to be acceptable for shared line deployment in accordance with FCC rules,in accordance with this Section 4 and the rates and charges provided in the Pricing Attachment.Verizon shall provide Line Sharing to DSLnet in accordance with,but only to the extent required by,Applicable Law.In order for a Loop to be eligible for Line Sharing,the following conditions must be satisfied for the duration of the Line Sharing arrangement:(i)the Loop must consist of a copper loop compatible with an xDSL service that is presumed to be acceptable for shared-line deployment in accordance with FCC rules;(ii)Verizon must be providing simultaneous circuit-switched analog voice grade service to the Customer served by the Loop in question;(iii)the Verizon Customer's dial tone must originate from a Verizon End Office Switch in the Wire Center where the Line Sharing arrangement is being requested;and (iv)the xDSL technology to be DSLnet ID Comp v2.3.doc 88 deployed by DSLnet on that Loop must not significantly degrade the performance of other services provided on that Loop. 4.3 Verizon shall make Line Sharing available to DSLnet at the rates and charges set forth in the Pricing Attachment.In addition to the recurring and nonrecurring charges shown in the Pricing Attachment for Line Sharing itself,the following rates shown in the Pricing Attachment and in Verizon's applicable Tariffs are among those that may apply to a Line Sharing arrangement:(i)prequalification charges to determine whether a Loop is xDSL compatible (i.e.,compatible with an xDSL service that is presumed to be acceptable for shared-line deployment in accordance with FCC rules);(ii)engineering query charges,engineering work order charges,or Loop conditioning (Digital Designed Loop)charges;(iii) charges associated with Collocation activities requested by DSLnet;and (iv) misdirected dispatch charges,charges for installation or repair,manual interventionsurcharges,trouble isolation charges,and pair swap/line and station transfer charges. 4.4 The following ordering procedures shall apply to Line Sharing: 4.4.1 To determine whether a Loop qualifies for Line Sharing,the Loop must first be prequalified to determine if it is xDSL compatible.DSLnet must utilize the Loop qualification processes described in the terms applicable to xDSL and Digital Designed Loops to make this determination. 4.4.2 DSLnetshall place orders for Line Sharing by delivering to Verizon a valid electronic transmittal service order or other mutually agreed upon type of service order.Such service order shall be provided in accordance with industryformat and specifications or such format and specificationsas may be agreed to by the Parties. 4.4.3 If the Loop is prequalified by DSLnet through the Loop prequalification database,and if a positive response is received and followed by receipt of DSLnet's valid,accurate and pre-qualified service order for Line Sharing,Verizon will return an LSR confirmation within twenty- four (24)hours (weekends and holidays excluded)for LSRs with less than six (6)loops and within 72 hours (weekends and holidays excluded)for LSRs with six (6)or more loops. 4.4.4 If the Loop requires qualification manually or through an Engineering Query,three (3)additional Business Days will generally be required to obtain Loop qualification results before an order confirmation can be returned following receipt of DSLnet's valid,accurate request.Verizon may require additional time to complete the Engineering Query where there are poor record conditions,spikes in demand,or other unforeseen events. 4.4.5 If conditioning is required to make a Loop capable of supporting Line Sharing and DSLnet orders such conditioning,then Verizon shall provide such conditioning in accordance with the terms of this Agreement pertaining to Digital Designed Loops;or if this Agreement does not contain provisions pertaining to Digital Designed Loops,ther in accordance with Verizon's generally available rates,terms and conditions applicable to Digital Design Loops;provided,however,that Verizon shall not be obligated to provide Loop conditioning if Verizon establishes,in the manner required by Applicable Law,that such DSLnet ID Comp v2.3.doc 89 conditioning is likely to degrade significantly the voice-grade service being provided to Verizon's Customers over such Loops. 4.4.6 The standard Loop provisioningand installation process will be initiated for the Line Sharing arrangement only once the requestedengineering and conditioning tasks have been completed on the Loop.Scheduling changes and charges associated with order cancellationsafter conditioningwork has been initiated are addressed in the terms pertaining to Digital Designed Loops,as referencedin Section 4.4.5, above.The standard provisioning interval for the Line Sharing arrangement shall be as set out in the Verizon Product IntervalGuide; providedthat the standard provisioning interval for the Line Sharing arrangementshall not exceed the shortest of the following intervals: (a)six (6)Business Days;(b)the standard provisioning intervalfor the Line Sharing arrangement that is stated in an applicableVerizon Tariff; or,(c)the standard provisioning interval for the Line Sharing arrangement that is required by Applicable Law.The standard provisioning interval for the Line Sharing arrangement shall commence only once any requested engineering and conditioningtasks have been completed.Line Sharing arrangements that require pair swaps or line and station transfers in order to free-up facilities may have a provisioning interval that is longer than the standard provisioning interval for the Line Sharing arrangement.In no event shall the Line Sharing interval offered to DSLnet be longer than the interval offeredto any similarly situated Affiliate of Verizon. 4.4.7 DSLnet must provide all required Collocation,CFA,Special Bill Number (SBN)and NC/NCI informationwhen a Line Sharing Arrangement is ordered.Collocation augments required,either at the Point of Termination (POT)Bay,Collocation node,or for splitter placement, must be ordered using standard collocation applicationsand procedures,unless otherwise agreed to by the Parties or specified in this Agreement. 4.4.8 The Parties recognize that Line Sharing is an offeringthat requires both Parties to make reasonable efforts to coordinate their respectiveroles in order to minimize provisioning problems and facility issues.DSLnet will provide reasonable,timely,and accurate forecasts of its Line Sharing requirements,including splitter placement elections and ordering preferences.These forecasts are in addition to projections providedfor other stand-alone unbundled Loop types. 4.5 To the extent required by Applicable Law,DSLnet shall provideVerizon with information regardingthe type of xDSL technology that it deploys on each shared Loop.Where any proposed change in technology is planned on a shared Loop, DSLnet must providethis information to Verizon in order for Verizonto update Loop records and anticipate effects that the change may have on the voice grade service and other Loops in the same or adjacent binder groups. 4.6 As described more fully in Verizon Technical Reference 72575,the xDSL technology used by DSLnetfor Line Share Arrangements shall operate within the Power Spectral Density (PSD)limits set forth in T1.413-1998 (ADSL),T1.419- 2000 (Splitterless ADSL),or TR59-1999 (RADSL),and MVL (a proprietary technology)shall operate within the 0 to 4 kHz PSD limits of T1.413-1998 and within the transmit PSD limits of T1.601-1998 for frequencies above 4 kHz, provided that the MVL PSD associated with audible frequencies above 4 kHz shall be sufficiently attenuated to preclude significantly degradingvoice services. DSLnet ID Comp v2.3.doc 90