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Home My WebLink About20060202Application Part I.pdf. " - ".. ,') ," -,- ,-. ..., , c, verlmD - : , i:. , . ;:\I.\i;- :;; l~:';, ,iS:JiO;; 20575 NW Van Neumann Drive, Suite 150 Hillsbara, OR 97006 February 1 2006 V2AJ---Ob-OL.-. , Ms. Jean Jewell, Secretary Idaho Public Utilities Commission O. Box 83720 Boise, Idaho 83720-0074 Re: Interconnection Agreement between Verizon Northwest Inc. and Covista, Inc. Dear Ms. Jewell: Enclosed for filing is an original and three copies of an Agreement between Verizon Northwest Inc. and Covista, Inc. Please call me at 503/645-7909, if you have any questions. Thanks Renee M. Willer Senior Staff Consultant Enclosures Covista 10 Comprehensive Ver2.8 -doc AGREEMENT by and between COVISTA, INC. and VERIZON NORTHWEST INC. FOR THE STATE OF IDAHO ;. i '/i:~D , --- " r,.,). L~ ,i"ii ' :.::(' .',.,/;' -,r,, !:l..ll,,_j 1.,Ui'!iii~)::JIUli V~AJ -t-O~-o2- TABLE OF CONTENTS AGREEMENT.................... ...................................................................... ..............."... ......... The Agreement................................................... ..... ...... .................................... Term and Termination........... ........................ .......... ....... .........".... .................... Glossary and Attach ments....... .......................... ...." ....................... .................. Applicable Law. ........,..... .............................."................................................... 2 Assignment............ ..................................."............... ....................................... 3 Assu rance of Payment ..................................................................... .......... ....... Audits................................................................... ....."............................... ....... Authorization ...........".............................................. ........ ............ ..........".......... 5 Billing and Payment; Disputed Amounts........................................................... 5 10.Confidentiality.................................................... ............................................... 11.Cou nterparts ......................... ............................................................................ 8 12.Defau It......................................................................................................... ...... 13.Discontinuance of Service by Covista ............................................................... 14.Dispute Resolution............................................................................... ............. 15.Force Majeure........................................................................................ ...... ...... 16.Forecasts......................................................................................................... 17.Fraud ............................................................................................................... 10 18.Good Faith Performance .................."........................................................... 19.Headings................................................................................................... ...... 20.Indemn ification.......................................................................................... ...... 21.Insurance......................................................................................................... 12 22.Intellectual Property .................................................,...................................... 23.J oi nt Work Product.......................................................................................... 14 24.Law Enforcement............................................................................................. 14 25.Liabi I ity............................................................................................................ 15 Covista ID Comprehensive Ver2.8 -doc 26.Network Management....... ..................... ................................ ....".................... 16 27.Non-Excl usive Remed ies.................. ...... .............,.......................... ..... ........".. 28.Notice of Network Changes......................................... ..........,......................... 17 29.Notices.......................... ............................................................ ................. ..,.. 17 30.Ordering and Maintenance.......... .................... ............. ................................... 18 31.Performance Standa rds.......... ............ ............................................................. 18 32.Point of Contact for Covista Customers.......................................................... 33.Predecessor Agreements................................................................... ..........." 19 34.Publicity and Use of Trademarks or Service Marks ......................................... 19 35.References........................... ................ ........................................................... 19 36.Relationship of the Parties.............................................................................. 20 37.Reservation of Rights............................................................ ....................,..... 38.Su bcontractors................................................................................................ 21 39.Successors and Assigns............... ............................................... ................... 40.Su rvival ................................................................................................... ....".. 41.Taxes............................................................................... ................................ 42.T echn ology Upgrades.......................................................... ........................... 43.Territory........................................................................................................... 23 44.Third Party Beneficiaries................................................................................. 45.(Th is Section Intentionally Left Blank) ...................... ............................... ........ 24 46.252(i) Obligations.................................................................... ................... ..... 24 47.Use of Service ................................................................................................. 48.Wa ive r .......................................................... ................................................... 24 49.Warranties....................................................................................................... 24 SIGNA TU RE PAGE... ................... ........... ........ ................... ....... ........................................... 50.Withdrawal of Services.......... .......................................... ................................ 24 GLOSSARY........... ........................ ................. .................................... ...... ........................... General Rule. ...... ................................ ............................ ........ ........... .............. Covista 10 Comprehensive Ver2.8 -doc Defin iti ons......... ........................................."................................................... 26 ADDITIONAL SERVICES ATTACHMENT ............................................................................. 40 Alternate Billed Calls..................................................................... .................. Dialing Parity - Section 251(b)(3) ..................................................................... 40 (Intention ally Left Blank) ................................................................................. 40 Directory Listing and Directory Distribution .................................................... 40 Voice Information Service Traffic.................................................................... Intercept and Referral An nou ncements.............................. ............................. 43 Originating Line Number Screening (OLNS).................................................... 43 Operations Support Systems (OSS) Services.................................................. 43 Poles, Ducts, Conduits and Rights-of-Way...................................................... 50 10.Telephone Numbers....... ................................................................................. 50 11.Routing for Operator Services and Directory Assistance Traffic..................... 12.Unauthorized Carrier Change Ch arges. ......... .................. ..... ...................... ..... 51 13.Good Faith Performance ............................................................................... INTERCONNECTION ATTACHMENT ................................................................................... General............................................................................................................ Points of Interconnection and Trunk Types..................................................... 52 Alternative Interconnection Arrangements.................. .................................... 56 In itiating Intercon nection................................................................................. 57 Transmission and Routing of Telephone Exchange Service Traffic................ 58 Traffic Measurement and Billing over Interconnection Trunks........................ 59 Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of the Act................................................................................................................... 60 Other Types of Traffic...................................................................................... Transmission and Routing of Exchange Access Traffic.................................. 62 10.Meet-Point Billing Arrangements. ............ ......... ........ ... .................................... 63 11.Toll Free Service Access Code (e., 800/888/877) Traffic ............................... 66 Covista 10 Comprehensive Ver2.8 -doc iii 12.Tandem Transit Traffic ........................................................................,........... 13.Number Resources, Rate Center Areas and Routing Points............................ 69 14.Joint Network Implementation and Grooming Process; Forecasting .............. 15.Number Portability - Section 251 (B)(2) ............................................................ 16.Good Faith Performance................................................................................. 73 TRAFFIC EXCHANGE ATTACHMENT ................................................................................. 74 General............................................................,............................................... Arrangements With Third Party Tandem Provider........................................... 74 Initiating Traffic Exchange Under This Attachment .............".......................... 75 Traffic Measu rement and Bi iii ng................................ ................................. ..... Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of the Act ................................................................................................................... Other Types of Traffic...................................................................................... 77 Toll Free Service Access Code (e., 800/888/877) Traffic ............................... 78 Number Resources, Rate Center Areas and Routing Points............................ 79 Number Portability - Section 251(B)(2) ............................................................ 80 10.Good Faith Performance ................................................................................. RESALE ATTACH MENT ..................................... ...... ....... ................. ...... ............................. 83 Genera I............................................................................................................ 83 Use of Verizon Telecommunications Services ...................... .......................... 83 Availability of Verizon Telecommunications Services..................................... 84 Respons i bil ity for Charges.............................................................................. 84 Operations Matters.......................................................................................... 85 Rates and Charges.......................................................................................... Good Faith Performance ................................................................................. NETWORK ELEMENTS ATTACHMENT .......................... ..................................................... General....................................................................... ..................................... 87 Verizon s Provision of Network Elements........................................................ 88 Covista 10 Comprehensive Ver2.8 -doc Loop Transmission Types........................ ....................................................... 88 Line Sharing....................................... ...... ...................;................................... 97 Line Splitting... .................... ................................... ....................................... 104 Sub-Loop .................... .......................................,.... ............. ............."........... 1 Insi de Wire. ................ .................." .............. ................................. ................. 109 Dark Fiber.......................................................... ................,........................... 109 Network Interface Device. ............................. ................................................. 115 10.Unbundled Circuit Switching Elements ............................"......... .................. 117 11.Un bundled Interoffice Facilities. .......... ............. ............................................. 118 12.Signaling Networks and Call-Related Databases........................................... 118 13.Operations Support Systems ............. ....... .................................................... 120 14.Availability of Other Network Elements on an Unbundled Basis................... 120 15.Maintenance of Network Elements ................................................................ 121 16.Combi nations... .......,............................. ...................... ....."........................... 122 17.Rates and Ch arges.................... ........................................................... .."..... 122 18.Good Faith Performance ................. .......................................................... .... 122 COLLOCATION ATTACHMENT ........................ ............. ................................ .................... 123 Verizon s Provision of Collocation ................................................................ 123 911 ATTACH MENT ............................................................................................................ 170 911/E-911 Arrangements ..............................".. .................. ............. .............. 170 Electronic Interface....... ................................................................................ 170 911 Interconnection...... ................................................................................. 171 911 Faci lities..... ........ ..................................................................................... 171 Local Number Portability for use with 911..................................................... 171 PSAP Coordination....... ................................................................................. 171 911 Compensation....................................................... .................................. 171 911 Ru les and Regulations.................. ......... .............".. ................................ 171 Good Faith Performance ............................................................................... 172 Covista 10 Comprehensive Ver2.8 -doc PRICING ATTACHMENT... ................. ...........................,..................... .......... ....... .............. 173 General. ...... .......... .......... ...... ........................... .....................,............ ............ 173 Verizon Telecommunications Services Provided to Covista for Resale Pursuant to the Resale Attachment ............................."................................ 173 Covista Prices ........... ............. ......................................... ................... ........... 175 (This Section Intentionally Left Blank)..... ...................................................... 175 Regu latory Review of Prices....................................... ................."................ 175 APPENDIX A TO THE PRICING ATTACHMENT .........."..................................................... 177 EXHIBIT A TO SECTION 3.1 (FIBER MEET ARRANGMENT) OF THE INTERCONNECTION A TT ACH MENT .................... ....... .................................................."................................... 206 Covista ID Comprehensive Ver2.8 -doc AGREEMENT PREFACE This Agreement, including Amendment No.1 (TRO Amendment) hereto ("Agreement") shall be deemed effective as of December 26, 2005 (the "Effective Date ), between Covista, Inc. ("Covista ), a corporation organized under the laws of the State of New Jersey, with offices at 721 Broad Street, Suite 200, Chattanooga, TN 37402 and Verizon Northwest Inc. ("Verizon ), a corporation organized under the laws of the State of Washington with offices at 1800 41 st Street, Everett, WA 98201 (Verizon and Covista 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 Covista hereby agree as follows: The Agreement 1.1 This Agreement includes: (a) the Principal Document (which shall be deemed to include Amendment No.1 (TRO Amendment) hereto); (b) the Tariffs of each Party applicable to 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. 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 grounds for finding, a conflict for the purposes of this Section 1. 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 provided, however, notwithstanding any other provision of this Agreement or otherwise, this Agreement is an amendment, extension and restatement of the Parties' prior interconnection and resale agreement(s), if any, and, as such, this Agreement is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction with respect to any prior interconnection or resale agreements and , accordingly, all monetary obligations of the Parties to one another under any prior interconnection or resale agreements shall remain in full force and effect and shall constitute monetary obligations of the Parties under this Agreement (provided, however, that nothing contained in this Agreement shall convert any claim or debt that would otherwise constitute a prepetition claim or debt in a bankruptcy case into a postpetition claim or debt). In connection with the foregoing, Verizon expressly reserves all of its rights under the Bankruptcy Code and Applicable Law to seek or oppose any relief in respect of the assumption , assumption and assignment, or rejection of any interconnection or resale agreements between Verizon and Covista. Covista 10 Comprehensive Ver2.8 -doc 1.4 Except as otherwise provided in the Principal Document, the Principal Document may 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 have the right to add, modify, or withdraw, its Tariff(s) at any time, without the consent , or notice to, the other Party. Term and Termination 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 December 25, 2007 (the "Initial Term ). Thereafter, this Agreement shall continue in force and effect unless and until cancelled or terminated as provided in this Agreement. Either Covista or Verizon may terminate this Agreement effective upon the expiration of the Initial Term or effective upon any date after expiration of the Initial Term by providing written notice of termination at least ninety (90) days in advance of the date of termination. If either Covista or Verizon provides notice of termination pursuant to Section 2. and on or before the proposed date of termination either Covista or Verizon has requested negotiation of a new interconnection agreement, unless this Agreement is cancelled or terminated earlier in accordance with 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 Covista and Verizon; or, (b) the date one (1) year after the proposed date of termination. 2.4 If either Covista or Verizon provides notice of termination pursuant to Section 2. and by 11 :59 PM Eastern Time on the proposed date of termination neither Covista 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 provided under 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). Glossary and Attachments The Glossary and the following Attachments are a part of this Agreement: Additional Services Attachment Interconnection Attachment Resale Attachment Network Elements Attachment Collocation Attachment 911 Attachment Pricing Attachment Applicable Law 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 Covista 10 Comprehensive Ver2.8 -doc 4.4 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. Each Party shall remain in compliance with Applicable Law in the course of performing this Agreement. 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 governmental entity or official. Each Party shall promptly notify the other Party in writing of any govemmental action that limits , suspends, cancels, withdraws, or otherwise materially affects the notifying Party s ability to perform its obligations under this Agreement. 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 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. If any legislative, regulatory, judicial or other governmental decision, order determination or action , or any change in Applicable Law, materially affects 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 revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. If within thirty (30) days of the effective date of such decision determination, action or change, the Parties are unable to agree in writing upon mutually acceptable revisions to this Agreement, 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 competent jurisdiction, without first pursuing dispute resolution in accordance with Section 14 of this Agreement. Notwithstanding anything 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, a Party is not required by Applicable Law to provide any Service, payment or benefit, otherwise required to be provided to the other Party hereunder, then such Party may discontinue the provision of any such Service, payment or benefit upon thirty (30) days prior written notice, 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 , payment or benefit, in which event such specified period and/or conditions shall apply. Assignment Neither Party may assign this Agreement or any right or interest under this Agreement, nor delegate any obligation under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Covista 10 Comprehensive Ver2.8 -doc Any attempted assignment or delegation in volation of this Section 5 shall be void and ineffective and constitute default of this Agreement. Assurance of Payment Upon request by Verizon, Covista shall, at any time and from time to time provide to Verizon adequate assurance of payment of amounts due (or to become due) to Verizon hereunder. 6.2 Assurance of payment of charges may be requested by Verizon if Covista (a) prior to the Effective Date, has failed to timely pay a bill rendered to Covista by Verizon or its Affiliates, (b) on or after the Effective Date, fails to timely pay a bill rendered to Covista by Verizon or its Affiliates, (c) in Verizon s reasonable judgment, at the Effective Date or at any time thereafter, is unable to demonstrate that it is creditworthy, 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 relating to 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 receivership or similar proceeding. Unless otherwise agreed by the Parties, the assurance of payment shall consist of 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 acceptable to Verizon. The letter of credit shall be in an amount equal to two (2) months anticipated charges (including, but not limited , both recurring and non-recurring charges), as reasonably determined by Verizon , for the Services to be provided by Verizon to Covista in connection with this Agreement. If Covista meets the condition in subsection 6.2(d) above or has failed to timely pay two or more bills rendered by Verizon or a Verizon Affiliate in any twelve (12)-month period, Verizon may, at its option , demand (and Covista shall provide) additional assurance of payment, consisting of monthly advanced payments of estimated charges as reasonably determined by Verizon , with appropriate true-up against actual billed charges no more frequently than once per Calendar Quarter. 6.4 (Intentionally Left Blank). (Intentionally Left Blank). Verizon may (but is not obligated to) draw on the letter of credit upon notice to Covista in respect of any amounts to be paid by Covista hereunder that are not paid within thirty (30) days of the date that payment of such amounts is required by this Agreement. If Verizon draws on the letter of credit, upon request by Verizon, Covista shall provide a replacement or supplemental letter of credit conforming to the requirements of Section 6. 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 Covista has provided Verizon with such assurance of payment. The fact that a letter of credit is requested by Verizon hereunder shall in no way relieve Covista from compliance with the requirements of this Agreement (including, but not limited to , any applicable Tariffs) as to advance payments and Covista 10 Comprehensive Ver2.8 -doc Audits payment for Services, nor constitute a waiver or modification of the terms herein pertaining to the discontinuance of Services for nonpayment of any amounts payment of which is required by this Agreement. 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. The audit shall be performed by independent certified public accountants selected and paid by the Auditing Party. The accountants shall be reasonably acceptable to the Audited Party. Prior to commencing the audit, the accountants shall execute an agreement with the Audited Party in a form reasonably acceptable to the Audited Party that protects the confidentiality of the information 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. 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 reasonable access to the Audited Party s employees, books, records, documents, facilities and systems necessary to assess the accuracy of the Audited Party s bills. Authorization 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 obligations under this Agreement. Covista represents and warrants that it is a corporation duly organized , validly existing and in good standing under the laws of the State of New Jersey, and has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Covista Certification. Notwithstanding any other provision of this Agreement, Verizon shall have no obligation to perform under this Agreement until such time as Covista has obtained such FCC and Commission authorization as may be required by Applicable Law for conducting business in the State of Idaho. Covista shall not place any Orders under this Agreement until it has obtained such authorization. Covista shall provide proof of such authorization to Verizon upon request. Billing and Payment; Disputed Amounts Covista 10 Comprehensive Ver2.8 -1 ,doc 10. 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. 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. 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. 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 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 , 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. 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' failure to submit them in a timely fashion. Confidentiality 10.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.Books, records, documents and other information disclosed in an audit pursuant to Section 7; 10.Any forecasting information provided pursuant to this Agreement; 10.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 directory assistance service, operator service, Caller 10 or similar service, or LlDB service, or (c) the Customer to whom the Covista 10 Comprehensive Ver2.8 -doc 10. 10. 10.4 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.any information that is in written , graphic, electromagnetic, or other tangible form, and marked at the time of disclosure as "Confidential" or Proprietary;" and 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 10. Notwithstanding any 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 10.5 or 10. Except as otherwise provided in this Agreement, the Receiving Party shall: 10.use the Confidential Information received from the Disclosing Party only in performance of this Agreement; and 10.2.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 Information received from the Disclosing Party in confidence and restrict disclosure of the Confidential Information solely to those of the Receiving Party' 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 Information in 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 Affiliates, to comply with the provisions of this Section 10. 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. Unless otherwise agreed, the obligations of Sections 10.2 and 10.3 do not apply to information that: 10.4.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 us e; Covista 10 Comprehensive Ver2.8 -doc 10. 10. 10. 10. 10.4.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.is rightfully received from 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 independently developed by the Receiving Party; 10.4.is approved for disclosure or use by written authorization of the Disclosing Party (including, but not limited to, in this Agreement); or 10.4.is required to be disclosed by the Receiving Party pursuant to Applicable Law, provided that the Receiving Party shall have made commercially reasonable efforts to give adequate notice of the requirement to the Disclosing Party in order to enable the Disclosing Party to seek protective arrangements. Notwithstanding the provisions of Sections 10.1 through 10.4, the Receiving Party may use and disclose Confidential Information received from the Disclosing 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 preserve the confidentiality and 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 requesting any governmental entity to whom the Confidential Information is disclosed to treat it as confidential and restrict its use to purposes related to the proceeding pending before it. 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. The provisions of this Section 10 shall be in addition to and not in derogation of any provisions of Applicable Law, including, but not limited to, 47 U.C. S 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. Each Party s obligations under this Section 10 shall survive expiration cancellation or termination of this Agreement. 11.Cou nterparts 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 ("Defaulting Party ) fails to make a payment required by this Agreement (including, but not limited to, any payment required by Section 9.3 of undisputed amounts Covista 10 Comprehensive Ver2.8 -doc 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 Covista13. 13. 13. If Covista 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, Covista shall send written notice of such discontinuance to Verizon, the Commission , and each of Covista s Customers. Covista 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 commercially feasible, Covista shall send such notice at least thirty (30) days prior to its discontinuance of service. Such notice must advise each Covista Customer that unless action is taken by the Covista Customer to switch to a different carrier prior to Covista s proposed discontinuance of service, the Covista Customer will be without the service provided by Covista to the Covista Customer. Should a Covista Customer subsequently become a Verizon Customer, Covista shall provide Verizon with all information necessary for Verizon to establish service for the Covista Customer, including, but not limited to, the Covista Customer s billed name, listed name, service address, and billing address, and the services being provided to the Covista Customer. 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.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 mediation to assist in the negotiations. 14.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 competent jurisdiction. 15.Force Majeure Covista 10 Comprehensive Ver2.8 -doc 15.Neither Party shall be responsible for any delay or failure in performance which 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 notification of its inability to perform to the other Party. During the period that the non-performing Party is unable to perform, the other Party shall also be excused from performance of 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- performance and both Parties shall proceed to perform once the cause(s) are removed or cease. 15.Notwithstanding the provisions of Sections 15.1 and 15., 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 Covista shall provide to Verizon forecasts regarding the Services that Covista expects to purchase from Verizon, including, but not limited to, forecasts regarding the types and volumes of Services that Covista expects to purchase and the locations where such Services will be purchased. 17.Fraud 18. Covista assumes responsibility for all fraud associated with its Customers and accounts. Verizon shall bear no responsibility for, and shall have no obligation to investigate or make adjustments to Covista s account in cases of, fraud by Covista s Customers or other third parties. 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. If and , to the extent that, Verizon, prior to the Effective Date of this Agreement, has not provided in the State of Idaho a Service offered under this Agreement, Verizon reserves the right to negotiate in good faith with Covista reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such Service; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement's dispute resolution procedures. Covista 10 Comprehensive Ver2.8 -doc 19.Headings The headings used in the Principal Document are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning of the Principal Document. 20.Indemnification 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 (excluding the Indemnified Party) of the Indemnifying Party or the Indemnifying Party's Affiliates, in connection with this Agreement. 20. 20. Indemnification Process.20. 20. 20. 20.2.4 20. 20. 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. An Indemnifying Party's obligations under Section 20.1 shall be conditioned upon the following: The Indemnified Person: (a) shall give the Indemnifying Party notice of the Claim promptly after becoming aware thereof (including a 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 compromising the 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 Indemnifying Party's choice of legal counsel. If the Indemnified Person fails to comply with Section 20.3 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 obligation to indemnify, defend and hold harmless the Indemnified Person with respect to such Claim under this Agreement. Subject to 20.6 and 20., below, the Indemnifying Party shall have the authority to defend and settle any Third Party Claim. 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 Covista 10 Comprehensive Ver2.8 -doc 20. 20.4 21.Insurance 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 own 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.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 contribution from 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 responsible for, 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. 21. 20.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 limitation on, any recovery by a third-person claimant. 20.The Indemnifying Party and the Indemnified Person shall offer each other all reasonable cooperation and assistance in the defense of anyThird Party Claim. 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 employees of 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 employment of such person by the other Party or the other Party's Affiliate and that arises out of performance of this Agreement. Each Party s obligations under this Section 20 shall survive expiration cancellation or termination of this Agreement. Covista shall 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. Best insurance rating of at least A-, financial size category VII or greater. At a minimum and without limiting the foregoing undertaking, Covista shall maintain the following insurance: 21.Commercial General Liability Insurance, on an occurrence basis including but not limited to, premises-operations, broad form property damage, products/completed operations , contractual liability, independent contractors, and personal injury, with limits of at least 000 000 combined single limit for each occurrence. Covista 10 Comprehensive Ver2.8 -doc 21. 21. 21.4 21. 21. 21. 21.Commercial Motor Vehicle Liability Insurance covering all owned, hired and non-owned vehicles, with limits of at least $2 000 000 combined single limit for each occurrence. 21.Excess Liability Insurance, in the umbrella form, with limits of at least $10 000 000 combined single limit for each occurrence. Worker s Compensation Insurance as required by Applicable Law and Employer s Liability Insurance with limits of not less than $2 000 000 per occurrence. 21.1.4 21.All risk property insurance on a full replacement cost basis for all of Covista 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. Any deductibles, self-insured retentions or 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 Covista. Covista shall name Verizon and Verizon s Affiliates as additional insureds on the foregoing liability insurance. Covista shall, within two (2) weeks of the Effective Date hereof at the time of each renewal of, or material change in, Covista 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 insurance shall be sent to: Director - Contract Performance Management & Negotiations , Verizon Wholesale Markets, 600 Hidden Ridge, HOEWMNOTICES, Irving, TX 75038. Covista shall 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. If Covista or Covista s contractors fail to maintain insurance as required in Sections 21.1 through 21.5, above, Verizon may (but shall not be obligated to) purchase such insurance and Covista shall reimburse Verizon for the cost of the insurance. Certificates furnished by Covista or Covista s contractors shall contain a clause stating: 'Verizon Northwest Inc. shall be notified in writing at least thirty (30) days prior to cancellation of, or any material change in, the insurance. 22. Intellectual Property 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 Covista 10 Comprehensive Ver2.8 -doc 22. 22.4 23. property right, of the other Party except in accordance with the terms of a separate license agreement between the Parties granting such rights. 22.Except as stated in Section 22.4, neither Party shall have any obligation to defend , indemnify or hold harmless, or acquire any license or right for the benefit , 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.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED , THAT THE USE BY EACH PARTY OF THE OTHER'S SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF INFRINGEMENT, MISUSE , OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT. Covista 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 Covista, directly or through a third party, of any such terms, conditions or restrictions that may limit any Covista use of a Service provided by Verizon that is otherwise permitted by this Agreement. At Covista 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 vendor to allow Covista 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. Covista shall reimburse Verizon for the cost of obtaining such rights. 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. 24. Law Enforcement 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 , 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 recording facilities and equipment. Covista 10 Comprehensive Ver2.8 -doc 24. 24. 25.Liability 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. 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 prevent the other Party from obtaining access to information conceming such lines, services, facilities and arrangements, through operations support system interfaces. 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. 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 charge for the Services that are subject to the Service Failure for the period in which such Service Failure occurs. 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 connection with this Agreement (including, but not limited to, in connection with a Service Failure 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. The limitations and exclusions of liability stated in Sections 25.1 through 25. shall apply regardless of the form of a claim or action , whether statutory, in contract, warranty, strict liability, tort (including, but not limited to, negligence of a Party), or otherwise. Nothing contained in Sections 25.1 through 25.4 shall exclude or limit liability: 25.under Sections 20, Indemnification , or 41 , Taxes. 25. 25. 25. 25.4 25. 25.for any obligation to ,indemnify, defend and/or hold harmless that a Party may have under this Agreement. 25.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; Covista 10 Comprehensive Ver2.8 -doc 25. 25. 26. 25.under Section 258 of the Act or any order of FCC or the Commission implementing Section 258; or 25.under the financial incentive or remedy provisions of any service quality plan required by the FCC or the Commission. 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. 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. 26. Cooperation. The Parties will work cooperatively in a commercially reasonable manner to install and maintain a reliable network. Covista and Verizon will exchange appropriate information (e.network information , maintenance contact numbers, escalation procedures, and information required to comply with requirements of law enforcement and national security agencies) to achieve this 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. Responsibilitv for Followina Standards. Each Party recognizes a responsibility to follow the standards that may be agreed to between the 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 connected with or involved directly in the network or facilities of the other. Interference or 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 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 prevent such interference or impairment, subject to the following: 26.Except in emergency situations (e., 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 taken other actions, if any, required by Applicable Law; and 26.Upon correction of the interference or impairment, the Impaired Party will promptly restore the interrupted or suspended Service. The Covista 10 Comprehensive Ver2.8 -doc Impaired Party shall not be obligated to provide an out-of-service credit allowance or other compensation to the Interfering Party in connection with the suspended Service. 26.4 Outage 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 standard procedures for 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 addition to any other remedies that 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 facilities 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 publication of 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 29.Except as otherwise provided in this Agreement, notices given by one Party to the other Party under this Agreement: 29.shall be in writing; 29.shall be delivered (a) personally, (b) by express delivery service with next Business Day delivery, (c) by First Class, certified or registered S. mail, postage prepaid , or (d) by facsimile telecopy, with a copy delivered in accordance with (a), (b) or (c), preceding; and 29.shall be delivered to the following addresses of the Parties: To Covista: Frank Pazera 721 Broad Street, Suite 200 Chattanooga, TN 37402 Telephone Number: (423) 648-9595 Facsimile Number: (423) 648-9597 Internet Address: FPazera(Qdcovista.com To Verizon: Covista 10 Comprehensive Ver2.8 -doc Director-Contract Performance Management & Negotiations Verizon Wholesale Markets 600 Hidden Ridge HQEWMNOTICES Irving, TX 75038 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 registered U.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 Covista shall use Verizon s electronic Operations Support System access platforms to submit Orders and requests for maintenance and repair of Services, and to engage in other pre-ordering, ordering, provisioning, maintenance and repair transactions. If Verizon has not yet deployed an electronic capability for Covista to perform a pre- ordering, ordering, provisioning, maintenance or repair, transaction offered by Verizon Covista shall use such other processes as 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 31.Verizon shall provide Services under this Agreement in accordance with the performance standards required by Applicable Law, including, but not limited to Section 251(c) of the Act. 31.Covista shall provide Services under this Agreement in accordance with the performance standards required by Applicable Law. 32.Point of Contact for Covista Customers 32.Covista shall establish telephone numbers and mailing addresses at which Covista Customers may communicate with Covista and shall advise Covista Customers of these telephone numbers and mailing addresses. Covista 10 Comprehensive Ver2.8 -doc 35. 32.Except as otherwise agreed to by Verizon, Verizon shall have no obligation, and may decline, to accept a communication from a Covista Customer, including, but not limited to, a Covista Customer request for repair or maintenance of a Verizon Service provided to Covista. 33. Predecessor Agreements Except as stated in Section 33.2 or as otherwise agreed in writing by the Parties: 33. 33. 33. 33.Further to the provisions of Section 1 of the General Terms and Conditions of this Agreement, any prior interconnection or resale agreement between the Parties for the State of Idaho pursuant to Section 252 of the Act and in effect prior to the Effective Date is hereby amended, extended and restated; and 33.any Services that were purchased by one Party from the other Party under a prior interconnection or resale agreement between the Parties for the State of Idaho pursuant to Section 252 of the Act and in effect prior to the Effective Date, shall as of the Effective Date be subject to and purchased under this Agreement. 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 commitment that it would be purchased for 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 inconsistent with this Agreement, such commitment shall remain in effect and the Service will be purchased under this Agreement; provided , that if this Agreement would materially alter the terms of the commitment, either Party may elect to cancel the commitment. If either Party elects to cancel the commitment pursuant to the proviso in Section 33., the Purchasing Party shall not be liable for any termination charge that would otherwise have applied. However, if the commitment was cancelled by the Purchasing Party, the Providing Party shall be entitled to payment from 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 purchase the Service only until the time that the commitment was cancelled. 34. Publicity and Use of Trademarks or Service Marks34. 34. 34. A Party, its Affiliates, and their respective contractors and Agents, shall not use the other Party s trademarks, service marks, logos or other proprietary trade 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. 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. Any violation of this Section 34 shall be considered a material breach of this Agreement. References Covista ID Comprehensive Ver2.8 -doc 35. 35. 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. Unless the context shall otherwise require, any reference to a Tariff, agreement, technical or other document (including Verizon 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 supplemented from 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 Parties36. 36. 36. 36.4 36. 36. The relationship of the Parties under this Agreement shall be that of independent contractors and nothing herein shall be construed as creating any other relationship between the Parties. 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. 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. 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 remitting to the applicable taxing authorities any taxes that it is required by Applicable Law to collect from its employees. 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 responsibility for the management of the other Party's business. The relationship of the Parties under this Agreement is a non-exclusive relationship. 37. Reservation of Rights37. 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; (d) to challenge the lawfulness and propriety , 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 applicable jurisdiction; and (e) to collect debts owed to it under any prior interconnection or resale agreements. Nothing in this Agreement shall be Covista ID Comprehensive Ver2.8 -doc deemed to limit or prejudice any position a Party has taken or may take before the Commission, the FCC, any other state or federal regulatory or legislative bodies, courts of applicable jurisdiction, or industry fora. The provisions of this Section shall survive the expiration, cancellation or termination of this Agreement. 37.Covista acknowledges Covista has been advised by Verizon that it is Verizon position that this Agreement contains certain provisions which are intended to reflect Applicable Law and Commission and/or FCC arbitration decisions. 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 use of a contractor shall not release the Party from any duty or liability to fulfill the Party 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 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 obligations of 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 survive the expiration, cancellation or termination of this Agreement. 41.Taxes 41.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.Taxes Imposed on the Providina Partv. 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 ("Telecommunications Company such exclusion being based solely on the fact that the Purchasing Party is also subject to a tax based upon receipts ("Receipts Tax ), then the Purchasing Party (a) shall provide the 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. Covista 10 Comprehensive Ver2.8 -doc 41. 41.4 41. 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, Telecommunications Company is required to 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 applicable taxing authority. Liability for Uncollected Tax. Interest and Penaltv.If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to bill the Purchasing Party for any Tax as required by Section 41. then , as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such un billed Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such un billed 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., then, as between the 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 uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by 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 arid 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 uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41., then , as between the 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 penalty assessed 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. 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 respect to such uncollected Tax 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 Providing Party 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 respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously. Tax Exemptions and 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 accordance with the terms set forth in Section 41.6. If Applicable Law clearly Covista 10 Comprehensive Ver2.8 -doc 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 requesting such an exemption and citing the provision in the Applicable Law which clearly allows such exemption and (b) supplies the Providing Party with an indemnification agreement, reasonably acceptable to the Providing Party (e., an agreement commonly used in the industry), which holds the Providing Party harmless on an after-tax basis with respect to its forbearing to collect such Tax. 41.All notices, affidavits, exemption-certificates or other communications required or 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 To Covista: Frank Pazera 721 Broad Street, Suite 200 Chattanooga , Tennessee 37402 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 Notwithstanding any 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 Covista s ability to provide service using certain technologies. Nothing in this Agreement shall limit Verizon s ability to modify its network through the incorporation of new equipment or software or otherwise. Covista shall be solely responsible for the cost and activities associated with accommodating such changes in its own network. 43.Territory 43.This Agreement applies to the territory in which Verizon operates as an Incumbent Local Exchange Carrier in the State of Idaho. Verizon shall be obligated to 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 Covista with at least 90 calendar days prior Covista 10 Comprehensive Ver2.8 -doc 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.(This Section Intentionally Left Blank) 46.252(i) Obligations To the extent required by Applicable Law, each Party shall comply with Section 252(i) of the Act. To the extent that the exercise by Covista of any rights it may have under Section 252(i) results in the rearrangement of Services by Verizon, Covista 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 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES OR RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED, OR TO BE PROVIDED, UNDER THIS AGREEMENT AND THE PARTIES DISCLAIM ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO 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.Notwithstanding anything contained in this Agreement, except as otherwise required by Applicable Law, Verizon may terminate its offering and/or provision of any Service under this Agreement upon thirty (30) days prior written notice to Covista. 50.2 (Intentionally Left Blank). Covista 10 Comprehensive Ver2.8 -doc SIGNATURE PAGE IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date. COVIST A, INC. By: VERIZON NORTHWEST INC. Printed: John leach By: ~!; I~f.-.- Printed: Jeffrey A. Masoner Title: President & CEO Title: Vice President - Interconnection Services Covista Ie Comprehensive Ver2.8 - GLOSSARY General Rule 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 have the meanings stated in the Tariff. 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. 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. 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 interchangeably throughout the Principal Document and the use of either indicates a mandatory requirement. The use one or the other shall not confer a different degree of right or obligation for either Party. Definitions Act. The Communications Act of 1934 (47 U.C. S151 et seq.), as from time to time amended (including, but not limited to, by the Telecommunications Act of 1996). Advanced Services. As a general matter, shall have the meaning set forth by the FCC. Affiliate. Shall have the meaning set forth in the Act. 2.4 Agent. An agent or servant. Agreement. This Agreement, as defined in Section 1 of the General Terms and Qmditions. Ancillary Traffic. All traffic that is destined for ancillary services, or that may have special billing Covista 10 Comprehensive Ver2.8 -doc requirements, including but not limited to the following: directory assistance 911/E911 , operator services (IntraLATA call completion), htraLATA third party, collect and calling card , 800/888 database query and LlDB. ANI (Automatic Number Identification). The signaling parameter that refers to the number transmitted through the network identifying the billing number of the calling party. Applicable Law. All effective laws, government regulations and government orders, applicable to each Party s performance of its obligations under this Agreement. 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. ATIS. The Alliance for Telecommunications Industry Solutions. BFR (Bona Fide Request). The process described in the Network Element Attachment that prescribes the 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. Business Day. Monday through Friday, except for holidays observed by Verizon. Calendar Quarter. January through March , April through June, July through September, or October through December. Calendar Year. January through December. CCS (Common Channel Signaling). 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. Central Office. An End Office or Tandem. Sometimes this term is used to refer to a telephone company building in which switching systems and telephone equipment are installed. (Intentionally Left Blank). Covista 10 Comprehensive Ver2.8 -doc 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 fees). ClEC (Competitive local Exchange 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. Covista is or shortly will become a ClEC. ClL! Codes. Common Language location Identifier Codes. CMOS (Centralized Message 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. Commission. Idaho Public Utilities Commission. CPN (Calling Party Number). A CCS parameter that identifies the calling party s telephone number. CPNI (Customer Proprietary Network Information). Shall have the meaning set forth in Section 222 of the Act, 47 U.C. S 222. Cross Connection. For a collocation arrangement, the facilities between the collocating Party' 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). Customer. A third party residence or business end-user subscriber to Telephone Exchange Services provided by either of the Parties. Dark Fiber IOF (Dark Fiber Interoffice Facility). Consists of fiber strand(s) that are located within a fiber optic cable between either (a) accessible terminals in two or more Verizon Central Offices or (b) an accessible terminal in a Verizon Central Office and an accessible terminal in a Covista Central Office, but, in either case, that has not been activated through connection to multiplexing, aggregation or other electronics that "light it" and thereby render it capable of carrying Telecommunications Services. Dark Fiber loop. Covista 10 Comprehensive Ver2.8 -doc Consists of fiber optic strand(s) in a Verizon fiber optic cable between Verizon accessible terminal, such as the fiber distribution frame, or its functional equivalent, located within a Verizon Wire Center, and Verizon s accessible terminal located in Verizon s main termination point at a Customer premises, such as a fiber patch panel, and that has not been activated through connection to electronics that "light" it and render it capable of carrying Telecommunications Services. Dark Fiber Sub-loop. Consists of fiber optic strand(s) in a Verizon fiber optic cable (a) between Verizon s accessible terminal located within a Verizon Wire Center, and Verizon accessible terminal at a Verizon remote terminal equipment enclosure, (b) between Verizon s accessible terminal at a Verizon remote terminal equipment enclosure and Verizon s accessible terminal located in Verizon s main termination point located within a Customer premises, or (c) between Verizon accessible terminals at Verizon remote terminal equipment enclosures, and that in all cases has not been activated through connection to electronics that "light" it and render it capable of carrying Telecommunications Services. Digital Signal level. One of several transmission rates in the time-division multiplex hierarchy. DSO (Digital Signal level 0). The 64kbps zero-level signal in the time-division multiplex hierarchy. OS 1 (Digital Signal level 1). The 1.544 Mbps first-level signal in the time-division multiplex hierarchy. DS3 (Digital Signal Level 3). The 44.736 Mbps third-level signal in the time-division multiplex hierarchy. EMI (Exchange Message 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 companies via a unique record layout that contains Customer billing information account summary and tracking analysis. EM I format is contained in document SR-320 published by the ATIS. End Office. A switching entity that is used for connecting lines to lines or lines to trunks for the purpose of originating/terminating calls. Sometimes this term is used to refer to a telephone company building in which switching systems and telephone equipment are installed. Entrance Facility. The facilities between a Party s designated premises and the Central Office serving that designated premises. Covista 10 Comprehensive Ver2.8 -doc 2.40 2.41 2.42 2.43 2.44 2.45 2.46 Exchange Access. Shall have the meaning set forth in the Act. Extended Local Calling Scope Arrangement. 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. FCC. The Federal Communications Commission. FCC Internet Order. Order on Remand and Report and Order In the Matter of Implementation of the Local Competition Provisions in the Telecommunications Act of 1996, Intercarrier Compensation for ISP Bound Traffic FCC 01-131, CC Docket Nos. 96-98 and 99-, (adopted April 18, 2001). FCC Regulations. The unstayed, effective regulations promulgated by the FCC, as amended from time to time. FNID (Fiber Network Interface Device). A passive fiber optic demarcation unit designed for the interconnection and demarcation of optical fibers between two separate network providers. House and Riser Cable. A two-wire metallic distribution facility in Verizon s network between the minimum point of entry for a building where a premises of a Customer is located (such a point, an "MPOE") and the Rate Demarcation Point for such facility (or NID) if the NID is located at such Rate Demarcation Point). IDLC (Integrated Digital 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. ILEC (Incumbent Local Exchange Carrier). Shall have the meaning stated in the Act. 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 Covista 10 Comprehensive Ver2.8 -doc transmission services. 2.47 Inside Wire or Inside Wiring. All wire, cable , terminals, hardware, and other equipment or materials, on the Customer s side of the Rate Demarcation Point. 2.48 Internet Traffic. Any traffic that is transmitted to or returned from the Internet at any point during the duration of the transmission. 2.49 InterLATA Service. Shall have the meaning set forth in the Act. IntraLATA. Telecommunications that originate and terminate within the same LATA. (Intentionally Left Blank). ISDN (Integrated Services Digital Network). A switched network service providing end-to-end digital connectivity for the simultaneous transmission of voice and data. Basic Rate Interface-ISDN (BRI- ISDN) provides for digital transmission of two (2) 64 kbps bearer channels and 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). IXC (Interexchange Carrier). A Telecommunications Carrier that provides, directly or indirectly, InterLATA or IntraLATA Telephone Toll Services. LATA (Local Access and Transport Area). Shall have the meaning set forth in the Act. LEC (Local Exchange Carrier). Shall have the meaning set forth in the Act. LERG (Local Exchange Routing Guide). A Telcordia Technologies reference containing NPAlNXX routing and homing information. LlDB (Line Information Data Base). Line Information databases 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. data for billed number screening). Line Side. Covista 10 Comprehensive Ver2.8 -doc An End Office connection that provides transmission, switching and optional features suitable for Customer connection to the public switched network including loop start supervision, ground start supervision and signaling for BRI- ISDN service. Loop. A transmission path that extends from a Main Distribution Frame or functionally comparable piece of equipment in a Customer s serving 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 several technologies. 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. Maintenance Control Office. Either Party's center responsible for control of the maintenance and repair of a circuit. MDF (Main Distribution Frame). The primary point at which outside plant facilities terminate within a Wire Center for interconnection to other Telecommunications facilities within the Wire Center. The distribution frame used to interconnect cable pairs and line trunk equipment terminating on a switching system. Measured Internet Traffic. Dial-up, switched Internet Traffic 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 Customer or 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 (1 OXXX/1 01 XXXX) basis, are not considered Measured Internet Traffic. For the avoidance of any doubt, Virtual Foreign Exchange Traffic (i.e., V/FX Traffic) (as defined in the Interconnection Attachment) does not constitute Measured Internet Traffic. MECAB (Multiple Exchange Carrier Access Billing). 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 ATIS. The MECAB document, published by ATIS as "ATIS/OBF- MECAB", as revised from time to time, 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. Covista 10 Comprehensive Ver2.8 -doc 2.73 MECOD (Multiple Exchange Carriers Ordering and Design Guidelines for 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 under the auspices of the Carrier Liaison Committee (CLC) of ATIS. The MECOD document, published by ATIS as "ATIS/OBF-MECOD", as revised from time to time, establishes methods for processing orders for Exchange Access Service that is to be provided by two or more LECs. (Intentionally Left Blank). NANP (North American Numbering 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. Network Element. Shall have the meaning stated in the Act. NID (Network Interface Device). The Verizon provided interface terminating Verizon s Telecommunications network on the property where the Customer s service is located at a point determined by Verizon. The NID contcins an FCC Part 68 registered jack from which Inside Wire may be connected to Verizon s network. Non Revertive. Where traffic is redirected to a protection line because of failure of a working line and the working line is repaired, traffic will remain on the protection line until there is either manual intervention or a failure of the protection line. NPA (Numbering Plan Area). Also sometimes referred to as an area code, is the first three-digit indicator of each 10-digit telephone number within the NANP. There are two general categories of NPA , " Geographic NPAs" and "Non-Geographic NPAs . A Geographic NPA is associated with a defined geographic area, and all telephone numbers bearing such NPA are associated with services provided within that geographic area. A Non-Geographic NPA, also known as a "Service Access 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. 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). Order. An order or application to provide, change or terminate a Service (including, but Covista 10 Comprehensive Ver2.8 -doc not limited to, a commitment to purchase a stated number or minimum number of lines or other Services for a stated period or minimum period of time). Originating Switched Access Detail Usage Data. A category 1101XX record as defined in the EMI Telcordia Practice BR-010-200- 010. 2.75 POI (Point of Interconnection). The physical location where the Parties' respective facilities physically interconnect for the purpose of mutually exchanging their traffic. As set forth in the Interconnection Attachment, a Point of Interconnection shall be at (i) a technically feasible point on Verizon s network in a LATA and/or (ii) a fiber meet point to which the Parties mutually agree under the terms of this Agreement. way of example, a technically feasible Point of Interconnection on Verizon network in a LATA would include an applicable Verizon Tandem Wire Center or Verizon End Office Wire Center but, notwithstanding any other provision of this Agreement or otherwise, would not include a Covista Wire Center, Covista switch or any portion of a transport facility provided by Verizon to Covista or another party between (x) a Verizon Wire Center or switch and (y) the Wire Center or switch of Covista or another party. Port. A line card (or equivalent) and associated peripheral equipment on an End Office (circuit switched only) that interconnects individual Loops or individual Customer trunks with the circuit switching components of such End Office and the associated circuit switching functionality in that End Office. 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 the unbundled local circuit switching element. Primary Reference Source. Equipment that provides a timing signal to synchronize network elements. 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. Providing Party. A Party offering or providing a Service to the other Party under this Agreement. Purchasing Party. A Party requesting or receiving a Service from the other Party under this Agreement. 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 Covista ID Comprehensive Ver2.8 -doc 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. 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. Pursuant to Telcordia Practice BR-795-1 00-1 00, the Rate Center Point may be an End Office location or a "LEC Consortium Point Of Interconnection. Rate Demarcation Point. The physical point in a Verizon provided network facility at which Verizon responsibility for maintaining that network facility ends and the Customer responsibility for 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. Reciprocal Compensation. The arrangement for 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 Reciprocal Compensation Traffic originating on one Party s network and terminating on the other Party network (as set forth in Section 7 of the Interconnection Attachment). Reciprocal Compensation Traffic. Telecommunications traffic originated by a Customer of one Party on that Party' network and terminated to a Customer of the other Party on that other Party' network, except for Telecommunications traffic that is interstate or intrastate Exchange Access, Information Access, or exchange services for Exchange Access or Information Access. The determination of whether Telecommunications traffic is Exchange Access or Information Access shall be based upon Verizon s local calling areas as defined by Verizon. Reciprocal Compensation Traffic does not include the following traffic (it being understood that certain traffic types will fall into more than one (1) of the categories below that do not constitute Reciprocal Compensation Traffic): (1) any Internet Traffic; (2) traffic that does not originate and terminate within the same Verizon local calling area as defined by Verizon, and based on the actual originating and terminating points of the complete end-ta-end communication; (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; (7) Voice Information Service Traffic (as defined in Section 5 of the Additional Services Attachment); or, (8) Virtual Foreign Exchange Traffic (or V/FX Traffic) (as defined in the Interconnection Attachment). 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. Retail Prices. Covista 10 Comprehensive Ver2.8 -doc The prices at which a Service is provided by Verizon at retail to subscribers who are not Telecommunications Carriers. Routing Point. A specific geographic point identified by a specific V&H coordinate. The Routing Point is used to route inbound traffic to specified NPA-NXXs. The Routing Point must be located within the LATA in which the corresponding NPA-NXX is located. However, the Routing Point associated with each NPA-NXX need 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 corresponding to each unique and separate Rate Center Area. Service. Any Interconnection arrangement, Network Element, Telecommunications Service, collocation arrangement, or other service, facility or arrangement offered by a Party under this Agreement. SS7 (Signaling System 7). The common channel out-of-band signaling protocol developed by the Consultative Committee for International Telephofle and Telegraph (CCITT) and the American National Standards Institute (ANSI). Verizon and Covista currently utilize this out-of-band signaling protocol. Subsidiary. A corporation or other person that is controlled by a Party. Sub-Loop Distribution Facility. A two-wire or four-wire metallic distribution facility in Verizon s network between a Verizon feeder distribution interface ("FDI") and the Rate Demarcation Point for such facility (or NID if the NID is located at such Rate Demarcation Point). Sub-Loop Feeder Facility. A DS1 or DS3 transmission path over a feeder facility in Verizon s network between a Verizon End Office and either a Verizon remote terminal equipment enclosure (an "RTEE") that subtends such End Office or a Verizon FDI that subtends the End Office. Switched Exchange Access 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, Feature Group 8, Feature Group D, 700 access, 800 access, 888 access and 900 access. Tandem. A switching entity that has billing and recording capabilities and is used to connect and switch trunk circuits between and among End Offices and between and among End Offices and carriers' aggregation points, points of termination, or points of presence, and to provide Switched Exchange Access Services. Covista 10 Comprehensive Ver2.8 -doc 100 101 102 103 Sometimes this term is used to refer to a telephone company building in which switching systems and telephone equipment are installed. Tariff. 95.Any applicable Federal or state tariff of a Party, as amended from time to time; or 95.2 Any standard agreement or other document, as amended from time to time, that sets forth the generally available terms, conditions and 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 pursuant to Section 252(f) of the Act. Telcordia Technologies. Telcordia Technologies, Inc., formerly known as Bell Communications Research Inc. (Bellcore). Telecommunications Carrier. Shall have the meaning set forth in the Act. Telecommunications Services. Shall have the meaning set forth in the Act. Telephone Exchange Service. Shall have the meaning set forth in the Act. Terminating Switched Access Detail Usage Data. A category 1101XX record as defined in the EMI Telcordia Practice BR-01 0-200- 010. 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. 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 hternet Traffic, or Ancillary Traffic. Toll Traffic may be either "lntraLATA Toll Traffic" or "lnterLATA Toll Traffic , depending on whether the originating and terminating points are within the same LATA. Toxic or Hazardous Substance. Any substance desig nated or defined as toxic or hazardous under any Environmental Law" or that poses a risk to human health or safety, or the Covista 10 Comprehensive Ver2.8 -doc 104 105 106 107 108 environment, and products and materials containing such substance. Environmental Laws" means the Comprehensive Environmental Response, Compensation, and Liability Act, the Emergency Planning and 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, State 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 resources. Traffic Factor 1. For traffic exchanged via Interconnection Trunks, a percentage calculated by dividing the number of minutes of interstate traffic (excluding Measured Internet Traffic) by the total number of minutes of interstate and intrastate traffic. ((Interstate Traffic Total Minutes of Use iexcluding Measured Internet Traffic Total Minutes of Use) + ilnterstate 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 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: Traffic Factor 2. For traffic exchanged via Interconnection Trunks, a percentage calculated by dividing the combined total number of minutes of Reciprocal Compensation Traffic and Measured Internet Traffic by the combined total number of minutes of intrastate traffic and Measured Internet Traffic. mReciprocal Compensation Traffic Total Minutes of Use + Measured Internet Traffic Total Minutes of Use) + ilntrastate Traffic Total Minutes of Use + Measured Internet 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 referred to on the Party s bills and in billing related communications as "Percent Local Usage" or "PLU: 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. UDLC (Universal Digital 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 Remote Terminal units perform analog to digital conversions to 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-switched services and UNE Loops. V and H Coordinates Method. A method of computing airline miles between two points by utilizing an Covista 10 Comprehensive Ver2.8 -doc 109 110 111 established formula that is based on the vertical and horizontal coordinates of the two points. 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 "OSO" or "sub-OS 1" may also be used. Wire Center. A building or portion thereof which serves as the premises for one or more End Offices, Tandems and related facilities. xDSL. As defined and offered in this Agreement. The small "" before the letters DSL signifies reference to OSL as a generic transmission technology, as opposed to a specific DSL "flavor." Covista 10 Comprehensive Ver2.8 -doc ADDITIONAL SERVICES ATTACHMENT Alternate Billed Calls The Parties will engage in settlements of intra LATA intrastate alternate-billed calls (g,g." collect, calling card, and third-party billed calls) originated or authorized by their respective Customers in accordance with an arrangement mutually agreed to by the Parties. 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. (Intentionally Left Blank) Directory Listing and Directory Distribution To the extent required by Applicable Law, Verizon will provide directory services to Covista. Such services will be provided in accordance with the terms set forth herein. Listing Information. As used herein , " Listing Information" means a Covista 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 necessary for the publication and delivery of directories. Listing Information Supply. Covista 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 Information and the service address for each Covista Customer whose service address location falls within the geographic area covered by the relevant Verizon directory. Covista shall also provide to Verizon on a daily basis: (a) information showing Covista Customers who have disconnected or terminated their service with Covista; and (b) delivery information for each non-listed or non-published Covista Customer to enable Verizon to perform its directory distribution responsibilities. Verizon shall promptly provide to Covista (normally within forty-eight (48) hours of receipt by Verizon, excluding non-business days) a query on any listing that is not acceptable. Listing Inclusion and Distribution. Verizon shall include each Covista Customer 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 Covista 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 Covista 10 Comprehensive Ver2.8 -doc number. Listings of Covista s Customers shall be interfiled with listings of Verizon s Customers and the Customers of other LECs included in the Verizon directories. Covista shall pay Verizon s Tariffed charges for additional, foreign and other listings products (as documented in local Tariff) for Covista Customers. 4.4 Verizon Information. Upon request by Covista, Verizon shall make available to Covista the following information to the extent that Verizon provides such information to its own business offices: a directory list of relevant NXX codes, directory and Customer Guide close dates, and Yellow Pages headings. Verizon shall also make available to Covista, on Verizon s Wholesale website (or, at Verizon s option , in writing) Verizon s directory listings standards and specifications. Confidentiality of Listing Information. Verizon shall accord Covista 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 Covista Listing Information for directory publishing, direct marketing, or any other purpose for which Verizon uses or licenses its own listing information, so long as Covista Customers are not separately identified as such; and provided further that Covista may identify those of its Customers who request that their names not be sold for direct marketing purposes and Verizon shall honor such requests to the same extent that it does for its own Customers. Verizon shall not be obligated to compensate Covista for Verizon s use or licensing of Covista Listing Information. Accuracy. Both Parties shall use commercially reasonable efforts to ensure the accurate publication of Covista Customer listings. At Covista s request, Verizon shall provide Covista with a report of all Covista Customer listings in a reasonable timeframe prior to the service order close date for the applicable directory. Verizon shall process any corrections made by Covista with respect to its listings, provided such corrections are received prior to the close date of the particular directory. Indemnification. Covista shall adhere to all practices, standards, and ethical requirements established by Verizon with regard to listings. By providing Verizon with Listing Information , Covista warrants to Verizon that Covista has the right to provide such Listing Infonnation to Verizon on behalf of its Customers. Covista shall make commercially reasonable efforts to ensure that any business or person to 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 language used in the listing. Covista agrees to release, defend hold harmless and indemnify Verizon from and against any and all claims losses, damages, 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 Covista hereunder. Liability. Covista 10 Comprehensive Ver2.8 -doc Verizon s liability to Covista in the event of a Verizon error in or omission of a Covista Customer listing shall not exceed the amount actually paid by Covista to Verizon for such listing. Covista agrees to take all reasonable steps, including, but not limited to, entering into appropriate contractual provisions with its Customers, to ensure that its and Verizon s liability to Covista 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 as set forth in Verizon s applicable Tariffs. Service Information Pages. Verizon shall include all Covista 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. Covista s NXX codes shall appear in such lists in the same manner as Verizon s NXX information. In addition, when Covista is authorized to, and is offering, local service to Customers located within the geographic area covered by a specific directory, atCovista s request, Verizon shall include, at no charge, in the "Customer Guide" or comparable section of the applicable alphabetical directories, Covista s critical contact information for Covista s installation , repair and Customer service , as provided by Covista. Such critical contact information shall appear alphabetically by local exchange carrier and in accordance with Verizon s generally applicable policies. Covista shall be responsible for providing the necessary information to Verizon by the applicable close date for each affected directory. Directory Publication. Nothing in this Agreement shall require Verizon to publish a directory where it would not otherwise do so. Other Directory Services. Covista acknowledges that if Covista desires directory services in addition to those described herein, such additional services must be obtained under separate agreement with Verizon s directory publishing company. Voice Information Service Traffic 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 Information Service Traffic means intra LATA switched 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 traffic with AIN service interfaces, which traffic shall be subject to separate arrangements between the Parties. Voice Information Service Traffic is not subject to Reciprocal Compensation charges under Section 7 of the Interconnection Attachment. If a Covista 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 Covista 10 Comprehensive Ver2.8 -doc Service Traffic, Covista shall pay to Verizon without discount any Voice Information Service provider charges billed by Verizon to Covista. Covista shall pay Verizon such charges in full regardless of whether or not Covista collects such charges from its Customer. Covista 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 Covista exercises such option Covista 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 Covista to route Voice Information Service Traffic originated on its network to Verizon. For such Voice Information Service Traffic, unless Covista has entered into a written agreement with Verizon under which Covista will collect from Covista s Customer and remit to Verizon the Voice Information Service provider s charges, Covista shall pay to Verizon without discount any Voice Information Service provider charges billed by Verizon to Covista. Covista shall pay Verizon such charges in full regardless of whether or not Covista collects such charges from its own Customer. Intercept and Referral Announcements When a Customer changes its service provider from Verizon to Covista, or from Covista to Verizon, and does not retain its original telephone number, the Party formerly providing service to such Customer shall provide a referral announcement ("Referral Announcement") 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. Notwithstanding the 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. Referral Announcements 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; provided that 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. 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. Originating Line Number Screening (OLNS) Upon Covista 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., penal institutions, COCOTS). Operations Support Systems (OSS) Services Definitions. The terms listed below shall have the meanings stated below: Covista 10 Comprehensive Ver2.8 -doc 1.4 Verizon Operations Support Svstems: Verizon systems for pre- ordering, ordering, provisioning, maintenance and repair, and billing. Verizon ass Services:Access to Verizon Operations Support Systems functions. The term "Verizon ass Services" includes, but is not limited to: (a) Verizon s provision of Covista Usage Information to Covista pursuant to Section 8.3 of this Attachment; and, (b) "Verizon ass Information , as defined in Section 8.1.4 of this Attachment. Verizon ass Facilities: Any gateways, interfaces, databases facilities, equipment, software, or systems, used by Verizon to provide Verizon ass Services to Covista. Verizon ass Information:Any information accessed by, or disclosed or provided to, Covista through or as a part of Verizon ass Services. The term "Verizon ass Information" includes, but is not limited to: (a) any Customer Information related to a Verizon Customer or a Covista CustomEJr accessed by, or disclosed or provided to, Covista through or as a part of Verizon ass Services; and, (b) any Covista Usage Information (as defined in Section 8.6 of this Attachment) accessed by, or disclosed or provided to, Covista. 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.C. 9153(16)) provided by Verizon. Covista Usaae Information: For a Verizon Retail Telecommunications Service purchased by Covista pursuant to 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 Covista 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. 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. Verizon ass Services. Upon request by Covista, Verizon shall provide to Covista Verizonass Services. Such Verizon ass Services will be provided in accordance with, but only to the extent required by, Applicable Law. Subject to the requirements of Applicable Law, Verizon Operations Support Systems, Verizon Operations Support Systems functions Verizon ass Facilities, Verizon ass Information, and the Verizon ass Services that will be offered by Verizon, shall be as determined by Verizon. Subject to the requirements of Applicable Law, Verizon shall have the right to change Verizon Operations Support Systems Verizon Operations Support Systems functions, Verizon ass Covista 10 Comprehensive Ver2.8 -doc Facilities, Verizon ass Information, and the Verizon ass Services from time-to-time, without the consent of Covista. To the extent required by Applicable Law, in providing Verizon ass Services to Covista, Verizon will comply with Verizon s applicable ass Change Management Guidelines, as such Guidelines are modified from time-to-time, including, but not limited to, the provisions of the Guidelines related to furnishing notice of changes in Verizon ass Services. Verizon s ass Change Management Guidelines will be set out on a Verizon website. Covista Usage Information. 3.4 Upon request by Covista, Verizon shall provide to Covista Covista Usage Information. Such Covista Usage Information will be provided in accordance with , but only to the extent required by, Applicable Law. Covista Usage Information will be available to Covista through the following: Daily Usage File on Data Tape. Daily Usage File through Network Data Mover (NDM). Covista Usage Information will be provided in an ATIS EMI format. Daily Usage File Data Tapes provided pursuant to Section 8.1 of this Attachment will be issued each Business Day. Except as stated in this Section 8., subject to the requirements of Applicable Law, the manner in which, and the frequency with which Covista Usage Information will be provided to Covista shall be determined by Verizon. Access to and Use of Verizon ass Facilities. Verizon ass Facilities may be accessed and used by Covista only to the extent necessary for Covista s access to and use of Verizon ass Services pursuant to this Agreement. Verizon ass Facilities may be accessed and used by Covista only to provide Telecommunications Services to Covista Customers. Covista shall restrict access to and use of Verizon ass Facilities to Covista. This Section 8 does not grant to Covista any right or license to grant sublicenses to other persons, or permission to other persons (except Covista s employees, agents and contractors, in accordance with Section 8.4.7 of this Attachment), to access or use Verizon ass Facilities. Covista shall not (a) alter, modify or damage the Verizon ass Facilities (including, but not limited to, Verizon software), (b) copy, remove, derive, reverse engineer, or decompile, software from the Verizon ass Facilities, or (c) obtain access through Verizon ass Facilities to Verizon databases, facilities, equipment, software, or systems, which are not offered for Covista s use under this Section 8. Covista 10 Comprehensive Ver2.8 -doc 8.4 8.4. 8.4. 8.4. 8.4.4 8.4. 8.4. 8.4. Covista shall comply with all practices and procedures established by Verizon for access to and use of Verizon ass Facilities (including, but not limited to, Verizon practices and procedures with regard to security and use of access and user identification codes). All practices and procedures for access to and use of Verizon ass Facilities, and all access and user identification codes for Verizon ass Facilities: (a) shall remain the property of Verizon; (b) shall be used by Covista only in connection with Covista s use of Verizon ass Facilities permitted by this Section 8; (c) shall be treated by Covista as Confidential Information of Verizon pursuant to Section 10 of the General Terms and Conditions; and, (d) shall be destroyed or returned by Covista to Verizon upon the earlier of request by Verizon or the expiration or termination of this Agreement. Covista s employees, agents and contractors may access and use Verizon ass Facilities only to the extent necessary for Covista access to and use of the Verizon ass Facilities permitted by this Agreement. Any access to or use of Verizon ass Facilities by Covista 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 8.2 of this Attachment. Verizon ass Information. Subject to the provisions of this Section 8, in accordance with, but only to the extent required by, Applicable Law, Verizon grants to Covista a non-exclusive license to use Verizon ass Information. All Verizon ass Information shall at all times remain the property of Verizon. Except as expressly stated in this Section 8, Covista shall acquire no rights in or to any Verizon ass Information. The provisions of this Section 8.3 shall apply to all Verizon ass Information , except (a) Covista Usage Information, (b) CPNI of Covista, and (c) CPNI of a Verizon Customer or a Covista Customer to the extent the Customer has authorized Covista to use the CPNI. Verizon ass Information may be accessed and used by Covista only to provide Telecommunications Services toCovista Customers. 3.2 Covista shall treat Verizon ass Information that is designated by Verizon , through written or electronic notice (including, but not limited to, through the Verizon ass Services), as "Confidential" or "Proprietary" as Confidential Information of Verizon pursuant to Section 10 of the General Terms and Conditions. Except as expressly stated in this Section 8, this Agreement does not grant to Covista any right or license to grant sublicenses to other persons, or permission to other persons (except Covista s employees, agents or contractors, in accordance with Section 8.3.4 of this Attachment), to access, use or disclose Verizon ass Information. Covista 10 Comprehensive Ver2.8 -doc 5.4 3.4 Covista s employees, agents and contractors may access use and disclose Verizon ass Information only to the extent necessary for Covista s access to, and use and disclosure of, Verizon ass Information permitted by this Section 8. Any access to, or use or disclosure of, Verizon ass Information by Covista 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 8.2 of this Attachment. Covista s license to use Verizon ass Information shall expire upon the earliest of: (a) the time when the Verizonass Information is no longer needed by Covista to provide Telecommunications Services to Covista Customers; (b) termination of the license in accordance with this Section 8; or (c) expiration or termination of this Agreement. All Verizon ass Information received by Covista shall be destroyed or returned by Covista to Verizon , upon expiration, suspension or termination of the license to use such Verizon ass Information. Unless sooner terminated or suspended in accordance with this Agreement or this Section 8 (including, but not limited to, Section 2. of the General Terms and Conditions and Section 8.1 of this Attachment), Covista s access to Verizon ass Information through Verizon ass Services shall terminate upon the expiration or termination of this Agreement. Audits. Covista 10 Comprehensive Ver2.8 -doc Verizon shall have the right (but not the obligation) to audit Covista to ascertain whether Covista is complying with the requirements of Applicable Law and this Agreement with regard to Covista 's access to, and use and disclosure of Verizon ass Information. Without in any way limiting any other rights Verizon may have under this Agreement or Applicable Law, Verizon shall have the right (but not the obligation) to monitor Covista ' access to and use of Verizon ass Information which is made available by Verizon to Covista pursuant to this Agreement, to ascertain whether Covista is complying with tha requirements of Applicable Law and this Agreement, with regard to Covista 's access to, and use and disclosure , such Verizon ass Information. The foregoing right shall include, but not be limited to, the right (but not the obligation) to electronically monitor Covista 's access to and use of Verizon ass Information which is made available by Verizon to Covista through Verizon ass Facilities. Information obtained by Verizon pursuant to this Section 5 shall be treated by Verizon as Confidential Information of Covista 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 Section 8.5 of this Attachment to enforce Verizon s rights under this Agreement or Applicable Law. Covista acknowledges that the Verizon ass Information , by its nature, is updated and corrected on a continuous basis by Verizon, and therefore that Verizon ass Information is subject to ch1;mge from time to time. Liabilities and Remedies. Any breach by Covista, or Covista s employees, agents or contractors, of the provisions of Sections 8.4 or 8.5 of this Attachment shall be deemed a material breach of this Agreement. In addition, if Covista or an employee, agent or contractor of Covista at any time breaches a provision of Sections 8.4 or 8.5 of this Attachment and such breach continues for 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 Covista, to suspend the license to use Verizon ass Information granted by Section 8.1 of this Attachment and/or the provision of Verizon ass Services, in whole or in part. Covista agrees that Verizon would be irreparably injured by a breach of Sections 8.4 or 8.5 of this Attachment by Covista or the employees, agents or contractors of Covista, 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. Relation to Applicable Law. The provisions of Sections 8.4, 8.5 and 8.6 of this Attachment with regard to the confidentiality of information shall be in addition to and not in derogation of any provisions of Applicable Law with regard to the confidentiality of information including, but not limited to, 47 U.C. S 222 , and are not intended to constitute a waiver by Verizon of any right with regard to protection of the confidentiality of the information of Verizon or Verizon Customers provided by Applicable Law. Cooperation. Covista, at Covista s expense, shall reasonably cooperate with Verizon in using Verizon ass Services. Such cooperation shall include, but not be limited to, the following: Upon request by Verizon, Covista shall by no later than the fifteenth (15th) day of the last month of each Calendar Quarter submit to Verizon reasonable, good faith estimates of the volume of each type ofass transaction that Covista anticipates submitting in each week of the next Calendar Quarter. Covista shall reasonably cooperate with Verizon in submitting orders for Verizon Services and otherwise using the Verizon ass Services, in order to avoid exceeding the capacity or capabilities of such Verizonass Services. Covista 10 Comprehensive Ver2.8 -doc Covista shall participate in cooperative testing of Verizon ass Services and shall provide assistance to Verizon in identifying and correcting mistakes, omissions, interruptions, delays, errors, defects faults, failures, or other deficiencies, in Verizon ass Services. Verizon Access to Information Related to Covista Customers. Verizon shall have the right to access, use and disclose information related to Covista Customers that is in Verizon s possession (including, but not limited to, in Verizon ass Facilities) to the extent such access, use and/or disclosure has been authorized by the Covista Customer in the manner required by Applicable Law. Upon request by Verizon, Covista shall negotiate in good faith and enter into a contract with Verizon, pursuant to which Verizon may obtain access to Covista 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 Covista Customers (as authorized by the applicable Covista 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. 10. Verizon Pre-aSS Services. 10. 10. 10.4 As used in this Section 8 , " Verizon Pre-aSS Service" means a service which allows the performance of an activity which is comparable to an activity to be performed through a Verizon ass Service and which Verizon offers to provide to Covista prior to, or in lieu of, Verizon provision of the Verizon ass Service to Covista. The term "Verizon Pre-aSS Service" includes, but is not limited to, the activity of placing orders for Verizon Services through a telephone facsimile communication. Subject to the requirements of Applicable Law, the Verizon Pre-aSS Services that will be offered by Verizon shall be as determined by Verizon and Verizon shall have the right to change Verizon Pre-aSS Services, from time-ta-time, without the consent of Covista. Subject to the requirements of Applicable Law, the rates for Verizon Pre-aSS Services shall be as determined by Verizon and shall be subject to change by Verizon from time to time. The provisions of Sections 8.4 through 8.8 of this Attachment shall also apply to Verizon Pre-aSS Services. For the purposes of this Section 8.10: (a) references in Sections 8.4 through 8.8 of this Attachment to Verizon ass Services shall be deemed to include Verizon Pre-aSS Services; and, (b) references in Sections 8.4 through 8 of this Attachment to Verizon ass Information shall be deemed to include information made available to Covista through Verizon Pre-ass Services. 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. Covista ID Comprehensive Ver2.8 -doc 10. Poles, Ducts, Conduits and Rights-of-Way Verizon shall afford Covista non-discriminatory access 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. Covista shall afford Verizon non-discriminatory access to poles, ducts, conduits and rights-of-way owned or controlled by Covista. Such access shall be provided pursuant to Covista s applicable Tariffs, or, in the absence of an applicable Covista Tariff, Covista 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 Covista for such access shall be no less favorable than the terms, conditions and prices offered to Covista by Verizon for access to poles ducts, conduits and rights of way owned or controlled by Verizon. 10. Telephone Numbers This Section applies in connection with Covista Customers served by Telecommunications Services provided by Verizon to Covista for resale or a Local Switching Network Element provided by Verizon to Covista. Covista 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 procedures for use and assignment of telephone numbers, as amended from time-ta-time. Subject to Sections 10.2 and 10.4 of this Attachment, if a Customer of either Verizon or Covista 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 change from Verizon to Covista, from Covista to Verizon, or from Covista to 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. Verizon shall have the 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 Covista for resale, the type or class of service subscribed to by the Customer changes. If service on a VTS or VLSNE provided by Verizon to Covista under this Agreement is terminated and the telephone numbers associated with such VTS or VLSNE have not been ported to a Covista 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, Covista, or Telecommunications Carriers other than Verizon and Covista. Covista 10 Comprehensive Ver2.8 -doc 10. 10. 10.4 10. 10.Covista 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 Covista for resale pursuant to the Resale Attachment, upon request by Covista, Verizon will establish an arrangement that will permit Covista to route the Covista Customer s calls for operator and directory assistance services to a provider of operator and directory assistance services selected by Covista. 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 request submitted by Covista and a mutually agreed-upon schedule. This routing arrangement will be implemented at Covista s expense, with charges determined on an individual case basis. In addition to charges for initially establishing the routing arrangement, Covista will be responsible for ongoing monthly and/or usage charges for the routing arrangement. Covista shall arrange , at its own expense, the trunking and other facilities required to transport traffic to Covista s selected provider of operator and directory assistance services. 12.Unauthorized Carrier Change Charges In the event either Party requests that the other Party install, provide, change, or terminate a Customer's Telecommunications Service (including, but not limited to, a Customer s selection of a primary Telephone Exchange Service Provider) without having obtained authorization from the Customer for such installation , provision, selection change or termination in accordance with Applicable Laws, the requesting Party shall be liable to the other Party for all charges that would be applicable to the Customer for the initial change in the Customer s Telecommunications Service and any charges for restoring the Customer's Telecommunications Service to its Customer-authorized condition (all such charges together, the "Carrier Change Charges ), including to the appropriate primary Telephone Exchange Service provider. Such Carrier Change Charges may be assessed on the requesting Party by the other Party at any time after the Customer is restored to its Customer-authorized condition. 13.Good Faith Performance If and, to the extent that, Verizon , prior to the Effective Date of this Agreement, has not provided in the State of Idaho a Service offered under this Attachment, Verizon reserves the right to negotiate in good faith with Covista reasonable terms and conditions (including, without limitation , rates and implementation timeframes) for such Service; and, if the Parties cannot agree to such terms and conditions (including, without limitation rates and implementation timeframes), either Party may utilize the Agreement's dispute resolution procedures. Covista 10 Comprehensive Ver2.8 -doc General INTERCONNECTION ATTACHMENT Each Party shall provide to the other Party, in accordance with this Agreement, but only to the extent required by Applicable Law, interconnection at (i) any technically feasible Point(s) of Interconnection on Verizon s network in a LATA and/or (ii) a fiber meet point to which the Parties mutually agree under the terms of this Agreement, for the transmission and routing of Telephone Exchange Service and Exchange Access. By way of example a technically feasible Point of Interconnection on Verizon s network in a LATA would include an applicable Verizon Tandem Wire Center or Verizon End Office Wire Center but, notwithstanding any other provision of this Agreement or otherwise, would not include a Covista Wire Center, Covista switch or any portion of a transport facility provided by Verizon to Covista or another party between (x) a Verizon Wire Center or switch and (y) the Wire Center or switch of Covista or another party. For brevity's sake, the foregoing examples of locations that, respectively, are and are not "on Verizon network" shall apply (and are hereby incorporated by reference) each time the term " Verizon s network" is used in this Agreement. Points of Interconnection and Trunk Types Point(s) of Interconnection. Each Party, at its own expense, shall provide transport facilities to the technically feasible Point(s) of Interconnection on Verizon s network in a LATA selected by Covista. Trunk Types. In interconnecting their networks pursuant to this Attachment, the Parties will use, as appropriate, the following separate and distinct trunk groups: Covista 10 Comprehensive Ver2.8 -doc Interconnection Trunks for the transmission and routing of Reciprocal Compensation Traffic translated LEC IntraLATA toll free service access code (e., 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 5through 8 of this Attachment; Access Toll Connecting Trunks for the transmission and routing of Exchange Access traffic, including translated InterLATA toll free service access code (e., 800/888/877) traffic between Covista 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 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 IntraLATAllnterLATA toll free service access code (e. 800/888/877) traffic. 2.2.4 Other types of trunk groups may be used by the Parties as provided in other Attachments to this Agreement (e., 911/E911 Trunks) or in other separate agreements between the Parties (e., directory assistance trunks, operator services trunks, BLV/BLVI trunks or trunks for 500/555 traffic). In accordance with the te~ms of this Agreement, the Parties will deploy One-Way Interconnection Trunks (trunks with traffic going in one direction, including one-way trunks and uni-directional two-way trunks) and/or Two-Way Interconnection Trunks (trunks with traffic going in both directions). Covista shall establish, at the technically feasible Point(s) of Interconnection on Verizon s network in a LATA, separate Interconnection Trunk group(s) between such POI(s) and each Verizon Tandem in a LATA with a subtending End Office(s) to which Covista originates calls for Verizon to terminate. In the event the volume of traffic between a Verizon End Office and a technically feasible Point of Interconnection on Verizon s network in a LATA, which is carried by a Final Tandem Interconnection Trunk group, exceeds (a) the Gentium Call Seconds (Hundred Call Seconds) busy hour equivalent of one (1) DS1 at any time; (b) 200,000 minutes of use for a single month; and/or; (c) 600 busy hour Gentium Call Seconds (BHCCS) of use for a single month: (i) if One-Way Interconnection Trunks are used, the originating Party shall promptly establish new or augment existing End Office One-Way Interconnection Trunk groups between the Verizon End Office and the technically feasible Point of Interconnection on Verizon s network; or (ii) if Two-Way Interconnection Trunks are used , Covista shall promptly submit an ASR to Verizon to establish new or augment existing End Office Two-Way Interconnection Trunk group(s) between that Verizon End Office and the technically feasible Point of Interconnection on Verizon s network. Except as otherwise agreed in writing by the Parties, the total number of Tandem Interconnection Trunks between a technically feasible Point of Interconnection on Verizon s network and a Verizon Tandem will be limited to a maximum of 240 trunks. In the event that the volume of traffic between a technically feasible Point of Interconnection on Verizon s network and a Verizon Tandem exceeds or reasonably can be expected to exceed, the capacity of the 240 trunks, Covista shall promptly submit an ASR to Verizon to establish new or additional End Office Trunks to insure that the volume of traffic between the technically feasible Point of Interconnection on Verizon network and the Verizon Tandem does not exceed the capacity of the 240 trunks. One-Way Interconnection Trunks. Where the Parties use One-Way Interconnection Trunks for the delivery of traffic from Covista to Verizon, Covista, at Covista s own expense, shall: provide its own facilities for delivery of the traffic to the technically feasible Point(s) of Interconnection on Verizon network in a LATA; and/or Covista 10 Comprehensive Ver2.8 -doc obtain transport for delivery of the traffic to the technically feasible Point(s) of Interconnection on Verizon s network in a LATA (a) from a third party, or, (b) ifVerizon offers such transport pursuant to this Agreement or an applicable Verizon Tariff, from Verizon; and/or For each Tandem or End Office One-Way Interconnection Trunk group for delivery of traffic from Covista to Verizon with a utilization level of less than sixty percent (60%) for final trunk groups and eighty-five percent (85%) for high usage trunk groups, unless the Parties agree otherwise, Covista will promptly submit ASRs to disconnect a sufficient number of Interconnection Trunks to attain a utilization level of approximately sixty percent (60%) for all final trunk groups and eighty- five (85%) for all high usage trunk groups. In the event Covista fails to submit an ASR to disconnect One-Way Interconnection Trunks as required by this Section , Verizon may disconnect the excess Interconnection Trunks or bill (and Covista shall pay) for the excess Interconnection Trunks at the rates set forth in the Pricing Attachment. Where the Parties use One-Way Interconnection Trunks for the delivery of traffic from Verizon to Covista, Verizon, at Verizon s own expense, shall provide its own facilities for delivery of the traffic to the technically feasible Point(s) of Interconnection on Verizon s network in a LATA. 2.4. Two-Way Interconnection Trunks. Where the Parties use Two-Way Interconnection Trunks for the exchange of traffic between Verizon and Covista, Covista, at its own expense, shall: 2.4.provide its own facilities to the technically feasible Point(s) of Interconnection on Verizon s network in a LATA; and/or 2.4 2.4. 2.4. 2.4.obtain transport to the technically feasible Point(s) of Interconnection on Verizon s network in a LATA (a) from a third party, or, (b) if Verizon offers such transport pursuant to this Agreement or an applicable Verizon Tariff, from Verizon. Where the Parties use Two-Way Interconnection Trunks forthe exchange of traffic between Verizon and Covista, Verizon, at its own expense, shall provide its own facilities to the technically feasible Point(s) of Interconnection on Verizon s network in a LATA. Prior to establishing any Two-Way Interconnection Trunks, Covista 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 Gentium Call Seconds (Hundred Call Seconds) information, and the Parties shall mutually agree on the appropriate initial number of End Office and Tandem Two-Way Interconnection Trunks and the interface specifications at the technically feasible Point(s) of Interconnection on Verizon s network in a LATA at which the Parties interconnect for the exchange of traffic. Where the Parties have agreed to convert existing One-Way Interconnection Trunks to Two-Way Interconnection Trunks, at the Joint Planning Meeting, the Parties shall also mutually agree on the Covista 10 Comprehensive Ver2.8 -doc 2.4.4 2.4. 2.4. 2.4.7 2.4. 2.4. 2.4. 2.4. conversion process and project intervals for conversion of such One- Way Interconnection Trunks to Two-Way Interconnection Trunks. On asemi-annual basis, Covista shall submit a good faith forecast to Verizon of the number of End Office and Tandem Two-Way Interconnection Trunks that Covista anticipates Verizon will need to provide during the ensuing two (2) year period for the e~change of traffic between Covista and Verizon. Covista s trunk forecasts shall conform to the Verizon CLEC trunk forecasting guidelines as in effect at that time. The Parties shall meet (telephonically or in person) from time to time as needed, to review data on End Office and Tandem Two-Way Interconnection Trunks to determine the need for new trunk groups and to plan any necessary changes in the number of Two-Way Interconnection Trunks. Two-Way Interconnection Trunks shall have SS7 Common Channel Signaling. The Parties agree to utilize B8ZS and Extended Super Frame (ESF) DS1 facilities, where available. With respect to End Office Two-Way Interconnection Trunks, both Parties shall use an economic Gentium Call Seconds (Hundred Call Seconds) equal to five (5). Either Party may disconnect End Office Two-Way Interconnection Trunks that, based on reasonable engineering criteria and capacity constraints, are not warranted by the actual traffic volume experienced. Two-Way Interconnection Trunk groups that connect to a Verizon access Tandem shall be engineered using a design blocking objective of Neal-Wilkinson 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-Wilkinson B.01 during the average time consistent busy hour. Verizon and Covista shall engineer Two-Way Interconnection Trunks using BOC Notes on the LEC Networks SR- TSV-002275. The performance standard for final Two-Way Interconnection Trunk groups shall be that no such Interconnection Trunk group will exceed its design blocking objective (B.005 or B., as applicable) for three (3) consecutive calendar traffic study months. Covista shall determine and order the number of Two-Way Interconnection Trunks that are required to meet the applicable design blocking objective for all traffic carried on each Two-Way Interconnection Trunk group. Covista shall order Two-Way Interconnection Trunks by submitting ASRs 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. Covista shall complete ASRs in accordance with OBF Guidelines as in effect from time to time. Verizon may (but shall not be obligated to) monitor Two-Way Interconnection Trunk groups using service results for the applicable design blocking objective. If Verizon observes blocking in excess of the applicable design objective on any Tandem Two-Way Covista 10 Comprehensive Ver2.8 -doc 2.4. 2.4. 2.4. Interconnection Trunk group and Covista has not notified Verizon that it has corrected such blocking, Verizon may submit to Covista a Trunk Group Service Request directing Covista to remedy the blocking. Upon receipt of a Trunk Group Service Request, Covista will complete an ASR to establish or augment the End Office Two-Way Interconnection Trunk group(s), or, if mutually agreed , to augment the Tandem Two-Way Interconnection Trunk group with excessive blocking and submit the ASR to Verizon within five (5) Business Days. The Parties will review all Tandem Two-Way Interconnection Trunk groups that reach a utilization level of seventy percent (70%), or greater, to determine whether those groups should be augmented. Covista will 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 , Covista will promptly submit ASRs to disconnect a sufficient number of Interconnection Trunks 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 Covista fails to submit an ASR for Two- Way Interconnection Trunks in conformance with this Section, Verizon may disconnect the excess Interconnection Trunks or bill (and Covista shall pay) for the excess Interconnection Trunks at the applicable Verizon rates. Because Verizon will not be in control of when and how many Two- Way Interconnection Trunks are established between its network and Covista s network, Verizon s performance in connection with these Two-Way Interconnection Trunk groups shall not be subject to any performance measurements and 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. Covista will route its traffic to Verizon over the End Office and Tandem Two-Way Interconnection Trunks in accordance with SR- T AP-OO0191 , including but not limited to those standards requiring that a call from Covista to a Verizon End Office will first be routed to the End Office Interconnection Trunk group between Covista and the Verizon End Office. Alternative Interconnection Arrangements Fiber Meet Arrangement Provisions. Either Party may request a Fiber Meet arrangement by providing written notice thereof to the other Party; provided , however, that a Party may not make such a request if the Parties have not consistently been exchanging an amount of applicable traffic (as set forth in Section 3.3 below) equal to at least one (1) DS-3. Any such Fiber Meet arrangement shall be subject to the terms of this Agreement. In addition , the establishment of any Fiber Meet arrangement is expressly conditioned upon the Parties' mutually agreeing to the Covista 10 Comprehensive Ver2.8 -doc 1.4 technical specifications and requirements for such Fiber Meet arrangement including, but not limited to, the location of the Fiber Meet points, routing, equipment (e., specifications of Add/Drop Multiplexers, number of strands of fiber, etc.), software, ordering, provisioning, maintenance, repair, testing, augment and on any other technical specifications or requirements necessary to implement the Fiber Meet arrangement. For each Fiber Meet arrangement the Parties agree to implement, the Parties will complete and sign a Technical Specifications and Requirements document, the form of which is attached hereto as Exhibit A to Section 2.4.14 of the Interconnection Attachment Fiber Meet Arrangement Provisions. Each such document will be treated as confidential information. The Parties agree to consider the possibility of using existing fiber cable with spare capacity, where available, to implement any such request for a Fiber Meet arrangement. If existing fiber cable with spare capacity is not available, the Parties agree to minimize the construction and deployment of fiber cable necessary for any Fiber Meet arrangement to which they agree. Except as otherwise agreed by the Parties, any and all Fiber Meet points established between the Parties shall extend no further than three (3) miles from an applicable Verizon Wire Center and Verizon shall not be required to construct or deploy more than five hundred (500) feet of fiber cable for a FiberMeet arrangement. Except as otherwise agreed by the Parties, any Fiber Meet arrangements established under this Agreement shall be used only for the transmission and routing of Reciprocal Compensation Traffic translated LEC IntraLATA toll free service access code (e. 800/888/877) traffic, and IntraLA T A toll traffic, between their respective Telephone Exchange Service Customers, Tandem Transit Traffic, and Measured Internet Traffic, all in accordance with this Agreement. Operator services/directory assistance traffic, 911 traffic, and Exchange Access traffic, including translated InterLATA toll free service access code (e.800/888/877) traffic, between Covista Telephone Exchange Service Customers and purchasers of Switched Exchange Access Service via a Verizon access Tandem, may be exchanged over Fiber Meet arrangements subject to applicable Verizon Tariff rates and charges. Except as otherwise agreed by the Parties, point-to-point (i.unswitched) access services and unbundled network elements shall not be provisioned on or accessed through Fiber Meet arrangements. Notwithstanding any other provision of this Agreement or otherwise, other than the obligation to pay any applicable intercarrier compensation charges pursuant to the terms of this Agreement, neither Party shall have any obligation to pay the other Party any charges in connection with any Fiber Meet arrangements established under this Agreement. Covista will include traffic to be exchanged over Fiber Meet arrangements in its forecasts provided to Verizon under this Agreement. Initiating Interconnection If Covista determines to offer Telephone Exchange Services and to interconnect with Verizon in any LATA in which Verizon also offers Telephone Exchange Covista 10 Comprehensive Ver2.8 -doc Services and in which the Parties are not already interconnected pursuant to this Agreement, Covista shall provide written notice to Verizon of the need to establish Interconnection in such LATA pursuant to this Agreement. The notice provided in Section 4.1 of this Attachment shall include (a) the initial Routing Point(s); (b) the applicable technically feasible Point(s) of Interconnection on Verizon s network to be established in the relevant LATA in accordance with this Agreement; (c) Covista s intended Interconnection activation date; (d) a forecast of Covista s trunking requirements conforming to Section 14.2 of this Attachment; and (e) such other information as Verizon shall reasonably request in order to facilitate Interconnection. The interconnection activation date in the new LATA shall be mutually agreed to by the Parties after receipt by Verizon of all necessary infonnation as indicated above. Within ten (10) Business Days of Verizon s receipt of Covista s notice provided for in Section 4.1 of this Attachment, Verizon and Covista shall confinn the technically feasible Point of Interconnection on Verizon s network in the new LATA and the mutually agreed upon Interconnection activation date for the new LATA. Transmission and Routing of Telephone Exchange Service Traffic Scope of Traffic. Section 5 prescribes parameters for Interconnection Trunks used for Interconnection pursuant to Sections 2 through 4 of this Attachment. Trunk Group Connections and Ordering. For both One-Way and Two-Way Interconnection Trunks, if CQvista wishes to use a technically feasible interface other than a DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation , rates and implementation timeframes), either Party may utilize the Agreement's dispute resolution procedures. When One-Way or Two-Way Interconnection Trunks are provisioned using a DS3 interface facility, if Covista orders the multiplexed DS3 facilities to a Verizon Central Office that is not designated in the NECA 4 Tariff as the appropriate Intermediate Hub location (i.e., the Intermediate Hub location in the appropriate Tandem subtending area based on the LERG), and the provision of such facilities to the subject Central Office is technically feasible, the Parties shall negotiate in good faith reasonable terms and conditions (including, without limitation , rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation , rates and implementation timeframes), either Party may utilize the Agreement's dispute resolution procedures. Each Party will identify its Carrier Identification Code, a three or four digit numeric code obtained from Telcordia , to the other Party when ordering a trunk group. Covista ID Comprehensive Ver2.8 -doc 2.4 When SS? signaling is not used, unless mutually agreed to by both Parties, each Party will outpulse ten (10) digits to the other Party. 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. Switching System Hierarchy and Trunking Requirements. For purposes of routing Covista traffic to Verizon, the subtending arrangements between Verizon Tandems and Verizon End Offices shall be the same as the Tandem/End Office subtending arrangements Verizon maintains for the routing of its own or other carriers' traffic (Le., traffic will be routed to the appropriate Verizon Tandem subtended by the terminating End Office serving the Verizon Customer). For purposes of routing Verizon traffic to Covista the subtending arrangements between Covista Tandems and Covista End Offices shall be the same as the Tandem/End Office subtending arrangements that Covista maintains for the routing of its own or other carriers' traffic. 5.4 Signaling. 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. 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 of this Attachment. Traffic Measurement and Billing over Interconnection Trunks For billing purposes, each Party shall pass Calling Party Number (CPN) information on at least ninety-five percent (95%) of calls carried over the Interconnection Trunks. As used in this Section 6 , ' Traffic Rate" means the applicable Reciprocal Compensation Traffic rate, Measured Internet Traffic rate intrastate Switched Exchange Access Service rate, interstate Switched Exchange Access Service rate, or intrastate/interstate Tandem Transit Traffic rate, as provided in the Pricing Attachment, an applicable Tariff , for Measured Internet Traffic, the FCC Internet Order. If the originating Party passes CPN on ninety-five percent (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. Covista 10 Comprehensive Ver2.8 -doc If the originating Party passes CPN on less than ninety-five percent (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. At such time as a receiving Party has the capability, on an automated basis, to use such CPN to classify traffic delivered over Interconnection Trunks by the other Party by Traffic Rate type (e., Reciprocal Compensation Traffic/Measured Internet Traffic, intrastate Switched Exchange Access Service, interstate Switched Exchange Access Service, or intrastatelinterstate Tandem 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 originating Party within thirty (30) days of the Effective Date and shall be updated in writing by the originating Party quarterly. Measurement of billing minutes for purposes of 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 supervision to the receipt of disconnect supervision). Measurement of billing minutes for originating toll free service access code (e. 800/888/877) calls shall be in accordance with applicable Tariffs. Determination as to whether traffic is Reciprocal Compensation Traffic or Measured Internet Traffic shall be made in accordance with Paragraphs 8 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 Measured Internet Traffic, and in accordance with the process established by the FCC Internet Order for rebutting such presumption before the Commission). 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 additional audit(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. If and, to the extent that, a Covista Customer receives V/FX Traffic, Covista shall promptly provide notice thereof to Verizon (such notice to include, without limitation, the specific telephone number(s) that the Customer uses for V/FX Traffic, as well as the LATA in which the Customer s station is actually physically located) and shall not bill Verizon Reciprocal Compensation, intercarrier compensation or any other charges for calls placed by Verizon s Customers to such Covista Customers. Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of the Act Reciprocal Compensation. Covista 10 Comprehensive Ver2.8 -doc The Parties shall exchange Reciprocal Compensation Traffic at the technically feasible Point(s) of Interconnection on Verizon s network in a LATA designated in accordance with the terms of this Agreement. The Party originating Reciprocal Compensation Traffic shall compensate the terminating Party for the transport and termination of such traffic to its Customer in accordance with Section 251 (b )(5) of the Act at the equal and symmetrical rates stated in the Pricing Attachment; it being understood and agreed that Verizon shall charge (and Covista shall pay Verizon) the End Office Reciprocal Compensation rate set forth in the Pricing Attachment for Reciprocal Compensation Traffic Covista physically delivers to a POI at the Verizon Wire Center in which the terminating Verizon End Office is located, and otherwise that Verizon shall charge (Covista shall pay Verizon) the Tandem Reciprocal Compensation rate set forth in the Pricing Attachment for Reciprocal Compensation Traffic Covista delivers to Verizon; it also being understood and agreed that Covista shall charge (and Verizon shall pay Covista) the End Office Reciprocal Compensation rate set forth in the Pricing Attachment for Reciprocal Compensation Traffic Verizon delivers to Covista. These rates are to be applied at the technically feasible Point(s) of Interconnection on Verizon s network in a LATA at which the Parties interconnect, whether such traffic is delivered by Verizon for termination by Covista, or delivered by Covista for termination by Verizon. No additional charges shall be assessed by the terminating Party for the transport and termination of such traffic from the technically feasible Point(s) of Interconnection on Verizon s network in a LATA to its Customer; provided , however, for the avoidance of any doubt, Covista shall also pay Verizon, at the rates set forth in the Pricing Attachment, for any multiplexing, cross connects or other collocation related Services that Covista obtains from Verizon. When Toll Traffic is delivered over the same Interconnection Trunks as Reciprocal Compensation Traffic, any port, transport or other applicable access charges related to the delivery of Toll Traffic from the technically feasible Point of Interconnection on Verizon s network in a LATA to the terminating Party s Customer shall be prorated so as to apply only to the Toll Traffic. The designation of traffic as Reciprocal Compensation Traffic for purposes of Reciprocal Compensation shall be based on the actual originating and terminating points of the complete end-ta-end communication. Traffic Not Subject to Reciprocal Compensation. 2.4 7.2. Reciprocal Compensation shall not apply to interstate or intrastate Exchange Access (including, without limitation , Virtual Foreign Exchange Traffic (Le., V/FX Traffic), Information Access, or exchange services for Exchange Access or Information Access. Reciprocal Compensation shall not apply to Internet Traffic. Reciprocal Compensation shall not apply to Toll Traffic, including, but not limited to , calls originated on a 1 + presubscription basis, or on a casual dialed (10XXX/101XXXX) basis. Reciprocal Compensation shall not apply to Optional Extended Local Calling Area Traffic. Reciprocal Compensation shall not apply to special access, private line, or any other traffic that is not switched by the terminating Party. Reciprocal Compensation shall not apply to Tandem Transit Traffic. Reciprocal Compensation shall not apply to Voice Information Service Traffic (as defined in Section 5 of the Additional Services Attachment). Covista 10 Comprehensive Ver2.8 -doc 7.2.Reciprocal Compensation shall not apply to traffic that is not subject to Reciprocal Compensation under Section 251(b)(5) of the Act. Reciprocal Compensation shall not apply to Virtual Foreign Exchange Traffic (i.e., V/FX Traffic). As used in this Agreement, "Virtual Foreign Exchange Traffic" or "V/FX Traffic" is defined as calls in which a Covista Customer is assigned a telephone number with an NXX Code (as set forth in the LERG) associated with an exchange that is different than the exchange (as set forth in the LERG) associated with the actual physical location of such Customer s station. For the avoidance of any doubt, Covista shall pay Verizon s originating access charges for all V/FX Traffic originated by a Verizon Customer, and Covista shall pay Verizon s terminating access charges for all V/FX Traffic originated by a Covista Customer. The Reciprocal Compensation rates (including, but not limited to, the Reciprocal Compensation per minute of use charges) billed by Covista to Verizon shall not exceed the Reciprocal Compensation rates (including, but not limited to Reciprocal Compensation per minute of use charges) billed by Verizon to Covista. Other Types of Traffic Notwithstanding any other provision of this Agreement or any Tariff: (a) the Parties' rights and obligations with respect to any intercarrier compensation that may be due in connection with 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 obligated to pay any intercarrier compensation for Internet Traffic that is in excess of the intercarrier compensation for Internet Traffic that such Party is required to pay under the FCC Internet Order and other applicable FCC orders and FCC Regulations. Subject to Section 8.1 of this Attachment, interstate and intrastate Exchange Access, Information Access, exchange services for Exchange Access or Information Access, and Toll Traffic, shall be governed by the applicable provisions of this Agreement and applicable Tariffs. For any traffic originating with a third party carrier and delivered by Covista to Verizon , Covista 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 Covista. 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. The Parties may also exchange Internet Traffic at the technically feasible Point(s) of Interconnection on Verizon s network in a LATA established hereunder for the exchange of Reciprocal Compensation Traffic. Any intercarrier compensation that may be due in connection with the Parties' exchange of Internet Traffic shall be applied at such technically feasible Point of Interconnection on Verizon network in a LATA in accordance with the FCC Internet Order. Transmission and Routing of Exchange Access Traffic Scope of Traffic. Covista 10 Comprehensive Ver2.8 -doc 10. 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 Covista Telephone Exchange Service Customers and Interexchange Carriers ("Access Toll Connecting Trunks ), in any case where Covista elects to have its End Office Switch subtend a Verizon Tandem. This includes casually-dialed (1010XXX and 101XXXX) traffic. Access Toll Connecting Trunk Group Architecture. If Covista chooses to subtend a Verizon access Tandem, Covista NPAlNXX must be assigned by Covista to subtend the saine Verizon access Tandem that a Verizon NPA/NXX serving the same Rate Center Area subtends as identified in the LERG. Covista shall establish Access Toll Connecting Trunks pursuant to applicable access Tariffs by which it will provide Switched Exchange Access Services to Interexchange Carriers to enable such Interexchange Carriers to originate and terminate traffic to and from Covista s Customers. The Access Toll Connecting Trunks shall be two-way trunks. Such trunks shall connect the End Office Covista utilizes to provide Telephone Exchange Service and Switched Exchange Access to its Customers in a given LATA to the access Tandem(s)Verizon utilizes to provide Exchange Access in such LATA. Access Toll Connecting Trunks shall be used solely for the transmission and routing of Exchange Access to allow Covista Customers to connect to or be connected to the interexchange trunks of any Interexchange Carrier which is connected to a Verizon access Tandem. 2.4 10. Meet-Point Billing Arrangements 10. 10. 10.4 Covista and Verizon will establish Meet-Point Billing (MPB) arrangements in order to provide a common transport option to Switched Exchange Access 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. In each LATA, the Parties shall establish MPB arrangements for the applicable Covista Routing PoinWerizon Serving Wire Center combinations. Interconnection for the MPB arrangement shall occur at each of the Verizon access Tandems in the LATA, unless otherwise agreed to by the Parties. Covista and Verizon will use reasonable efforts, individually and collectively, to maintain provisions in their res pective state access Tariffs, and/or provisions within the National Exchange Carrier Association (NECA) Tariff No., or any successor Tariff sufficient to reflect the MPB arrangements established pursuant to this Agreement. Covista 10 Comprehensive Ver2.8 -doc 10. 10. 10. 10. 10. 10. 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 Bili/MultipleTariff, 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 IXC for the portion of the MPB arrangement provided by that Party. 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 Covista Routing PoinWerizon Serving Wire Center combination, the MPB billing percentages for transport between the Covista Routing Point and the Verizon Serving Wire Center shall be calculated in accordance with the formula set forth in Section 10.17 of this Attachment. Each Party shall provide the other Party with the billing name, billing address, and Carrier Identification Code (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. Verizon shall provide Covista with the Terminating Switched Access Detail Usage Data (EMI category 11 01XX records) recorded at the Verizon access Tandem on cartridge or via such other media as the Parties may agree to, no later than ten (10) Business Days after the date the usage occurred. Covista shall provide Verizon with the Originating Switched Access Detail Usage Data (EMI category 1101XX records) on cartridge or via such other media as the Parties may agree, no later than ten (10) Business Days after the date the usage occurred. All usage data to be provided pursuant to Sections 10.8 and 10.9 of this Attachment shall be sent to the following addresses: To Covista: Mike Cheng 721 Broad Street, Suite 200 Chattanooga, Tennessee 37402 For Verizon (Former GTE service area): Verizon Data Services ATTN: MPB 1 East Telecom Parkway Dock D 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. Covista 10 Comprehensive Ver2.8 -doc 10. 10. 10. 10. 10. 10. 10. Covista and Verizon shall coordinate and exchange the billing account reference (BAR) and billing account cross reference (BACR) numbers or Operating Company Number (UOCNU), 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/BACR elements change, resulting in a new BAR/BACR number, or if the OCN changes. 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 resubmit the data within ten (10) Business Days of the notification. In the event the errors cannot be corrected within such ten- (10) Business-Day period, 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 reconstruct the lost data and, if such reconstruction is not possible, shall accept a reasonable estimate of the lost data based upon prior usage data. 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. 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. MPB will apply for all traffic bearing the 500, 900 , toll free service access code (e. g. 800/888/8??) (to the extent provided by an IXC) or any other non- geographic NPA which may be designated for such traffic in the future. In the event Covista determines to offer Telephone Exchange Services in a LATA in which Verizon operates an access Tandem Switch , Verizon shall permit and enable Covista to subtend the Verizon access Tandem Switch(es) designated for the Verizon End Offices in the area where there are located Covista Routing Point(s) associated with the NPA NXX(s) to/from which the Switched Exchange Access Services are homed. Except as otherwise mutually agreed by the Parties, the MPB billing percentages for each Routing PointlVerizon Serving Wire Center combination shall be calculated according to the following formula, unless as mutually agreed to by the Parties: (a + b)Covista Billing Percentage and (a + b)Verizon Billing Percentage where: the airline mileage between Covista Routing Point and the actual point of interconnection for the MPB arrangement; and the airline mileage between the Verizon Serving Wire Center and Covista 10 Comprehensive Ver2.8 -doc 10. the actual point of interconnection for the MPB arrangement. Covista shall inform Verizon of each LATA in which it intends to offer Telephone Exchange Services and its calculation of the billing percentages which should apply for such arrangement. Within ten (10) Business Days of Covista s delivery of notice to Verizon , Verizon and Covista shall confirm the Routing PoinWerizon 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., 800/877/888)("8YY") calls to the other Party. For the purposes of this Section 11 the terms "translated" and "untranslated" refers to 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 Covista originating untranslated" 8YY traffic will be routed over a separate One-Way Miscellaneous Trunk group. 11.an IXC: When Covista delivers translated 8YY calls to Verizon to be completed by11. 11. 11. 11.1. 11.Verizon: 11. 11. Covista will provide an appropriate EMI record to Verizon; Covista will bill the IXC the Covista s applicable Switched Exchange Access Tariff charges and the Covista applicable Tariff query charges; and. Verizon will bill the IXC Verizon s applicable Switched Exchange Access Tariff charges. Covista will provide an appropriate EM I record to Verizon; and Covista will bill Verizon the Covista s Switched Exchange Access Tariff charges and the Covista s applicable Tariff query charge. 11. a toll free service access code service provider in that LATA:11. 11. 11. Covista will provide an appropriate EMI record to Verizon and the toll free service access code service provider; Covista will bill the toll free service access code service provider the Covista s applicable Switched Exchange Access Tariff charges and the Covista s applicable Tariff query charges; and Verizon will bill the toll free service access code service provider Verizon s applicable Switched Exchange Access Tariff charges. 11.When Verizon performs the query and delivers translated 8YY calls, originated by Verizon s Customer or another LEC's Customer to Covista to be completed by 11.Covista: Covista 10 Comprehensive Ver2.8 -doc 11. 11. 11.Verizon will provide an appropriate EMI record to Covista; and 11.Verizon will bill Covista Verizon s applicable Switched Exchange Access Tariff charges and Verizon s applicable Tariff query charges. 11. a toll free service access code service provider in that LATA: 11. 11. Verizon will provide an appropriate EMI record to Covista and the toll free service access code service provider; Verizon will bill the toll free service access code service provider Verizon s applicable Switched Exchange Access Tariff charges and Verizon s applicable Tariff query charges; and Covista will bill the toll free service access code service provider the Covista s applicable Switched Exchange Access Tariff charges. 11. When Covista: delivers untranslated SYY calls to Verizon to be completed by 11. 11. an IXC: 11. 11. 11. 11.1.4 Verizon: 11. 11. 11. Verizon will query the call and route the call to the appropriate IXC; Verizon will provide an appropriate EMI record to Covista; Verizon will bill the IXC Verizon s applicable Switched Exchange Access Tariff charges and Verizon s applicable Tariff query charges; and Covista will bill the IXC Covista s applicable Switched Exchange Access Tariff charges. Verizon will query the call and complete the call; Verizon will provide an appropriate EMI record to Covista; Covista will bill Verizon the Covista s applicable Switched Exchange Access Tariff charges. 11. a toll free service access code service provider in that LATA: 11. 11. Covista 10 Comprehensive Ver2.8 -doc Verizon will query the call and route the call to the appropriate toll free service access code service provider; Verizon will provide an appropriate EMI record to Covista and the toll free service access code service provider; Verizon will bill the toll free service access code service provider Verizon s applicable Switched Exchange Access Tariff and Verizon s applicable Tariff query charges; and 11.4 11.3.4 Covista will bill the toll free service access code service provider the Covista s applicable Switched ExchangeAccess Tariff charges. Tandem Transit Traffic Verizon will not direct untranslated toll free service access code call to Covista. 12. 12. 12. 12. 12.4 12. 12. As used in this Section, Tandem Transit Traffic is Telephone Exchange Service traffic that originates on Covista s network, and is transported through Verizon Tandem to the subtending End Office or its equivalent of another carrier (CLEC ILEC other than Verizon, Commercial Mobile Radio Service (CMRS) carrier, or other LEC("Other Carrier"). Neither the originating nor terminating customer is a Customer of Verizon. Subtending End Offices shall be determined in accordance with and as identified in the Local Exchange Routing Guide (LERG). Switched Exchange Access Service traffic is not Tandem Transit Traffic. Tandem Transit Traffic Service provides Covista with the transport of Tandem Transit Traffic as provided below. Tandem Transit Traffic may be routed over the Interconnection Trunks described in Sections 2 through 6 of this Attachment. Covista shall deliver each Tandem Transit Traffic call to Verizon s Tandem with CCS and the appropriate Transactional Capabilities Application Part ("TCAP") message to facilitate full interoperability of CLASS Features and billing functions. Covista may use Tandem Transit Traffic Service only for traffic that originates on Covista s network and only to send traffic to an Other Carrier with whom Covista has a reciprocal traffic exchange arrangement (either via written agreement or mutual tariffs) that provides for the Other Carrier, to terminate or complete traffic originated by Covista and to bill Covista, and not to bill Verizon, for such traffic. Covista agrees not to use Verizon s Tandem Transit Traffic Service to send traffic to an Other Carrier with whom Covista does not have such a reciprocal traffic exchange arrangement or to send traffic that does not originate on Covista network. Covista shall pay Verizon for Tandem Transit Traffic Service at the rates specified in the Pricing Attachment. Verizon will not be liable for compensation to any Other Carrier for any traffic that is transported through Verizon s Tandem and Verizon reserves the right to assess to Covista any additional charges or costs any Other Carrier imposes or levies on Verizon for the delivery or termination of such traffic, including any Switched Exchange Access Service charges. If Verizon is billed by any Other Carrier for any traffic originated by Covista, Verizon may provide notice to Covista of such billing. Upon receipt of such notice, Covista shall immediately stop using Verizon s Tandem Transit Traffic Service to send any traffic to such Other Carrier until it has provided to Verizon certification that the Other Carrier has removed such billed charges from its bill to Verizon and that the Other Carrier will not bill Verizon for any traffic originated by Covista. Such certification must be signed by an authorized officer or agent of the Other Carrier and must be in a form acceptable to Verizon. If Covista uses Tandem Transit Traffic Service for traffic volumes that exceed the CCS busy hour equivalent of 200 000 combined minutes of use per month (a DS1 equivalent) to the subtending End Office of a particular Other Carrier for any month (the "Threshold Level"), Covista shall use good faith efforts to establish direct interconnection with such Other Carrier and reduce such traffic volumes below the Threshold Level. If Verizon believes that Covi sta has not exercised Covista 10 Comprehensive Ver2.8 -doc 12. 12. 12. good faith efforts promptly to obtain such direct interconnection, either Party may use the Dispute Resolution processes of this Agreement. If Covista fails to comply with Section 12 of this Attachment, such failure shall be a material breach of a material provision of this Agreement and Verizon may exercise any and all remedies under this Agreement and Applicable Law for such breach. If or when a third party carrier plans to subtend a Covista switch, then Covista shall provide written notice to Verizon at least ninety (90) days before such subtending arrangement becomes effective so that Verizon may negotiate and establish direct interconnection with such third party carrier. Upon written request from Verizon, Covista shall offer to Verizon a service arrangement equivalent to or the same as Tandem Transit Traffic Service provided by Verizon to Covista as defined in this Section such that Verizon may terminate calls to a Central Office or its equivalent of a CLEC, ILEC other than Verizon, CMRS carrier, or other LEC, that subtends a Covista Central Office or its equivalent ("Reciprocal Tandem Transit Service ). Covista shall offer such Reciprocal Transit Service arrangements under terms and conditions of an amendment to this Agreement or a separate agreement no less favorable than those provided in this Section. Neither Party shall take any actions to prevent the other Party from entering into a direct and reciprocal traffic exchange arrangement with any carrier to which it originates, or from which it terminates, traffic. 13. Number Resources, Rate Center Areas and Routing Points13. 13. 13. 13.4 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. It shall be the responsibility of each Party to program and update its own switches and network systems pursuant to 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. Unless otherwise required by Commission order, the Rate Center Areas will be the same for each Party. During the term of this Agreement, Covista shall adopt the Rate Center Area and Rate Center Points that the Commission has approved for Verizon within the LATA and Tandem serving area. Covista shall 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. Covista will also designate a Routing Point for each assigned NXX code. Covista shall designate one location for each Rate Center Area in which the Covista has established NXX code(s) as the Routing Point for the NPA-NXXs associated 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 Covista will be routed in the same manner as calls to Covista s initial NXXs. Covista 10 Comprehensive Ver2.8 -doc Notwithstanding anything to the contrary contained herein, nothing in this Agreement is intended, and nothing in this Agreement shall be construed, to in any way constrain, Covista s choices regarding the size of the local calling area( s) that Covista may establish for its Customers, which local calling areas may be larger than, smaller than, or identical to Verizon s local calling areas. 13. 14. Joint Network Implementation and Grooming Process; Forecasting14. Joint Network Implementation and Grooming 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. 14. 14. 14.1.4 14. standards to ensure that Interconnection Trunks experience a grade of service, availability and quality which is comparable to 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 8.01. 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 procedures for notification and discoveries of trunk disconnects; disaster recovery provision escalations; additional technically feasible Point(s) of Interconnection on Verizon network in a LATA as provided in Section 2 of this Attachment; and such other matters as the Parties may agree, including, e., End Office to End Office high usage trunks as good engineering practices may dictate. 14. Trunk Forecasting Requirements.14. 14. Initial Trunk Forecast Requirements. At least ninety (90) days before initiating interconnection in a LATA, Covista shall provide Verizon a two (2)-year traffic forecast that complies with the Verizon Interconnection Trunking Forecast Guide , as revised from time to time. This initial traffic forecast will provide the amount of traffic to be delivered to and from Verizon over each of the Interconnection Trunk groups in the LATA over the next eight (8) quarters. Onqoinq Trunk Forecast Requirements. Where the Parties have already established interconnection in a LATA, Covista shall provide a new or revised traffic forecast that complies with the Verizon Interconnection Trunking Forecast Guide when Covista develops plans or becomes aware of information that will materially affect the Parties' interconnection in that LATA. Instances that require a new or revised forecast include, but are not limited to: (a) Covista plans to deploy a new switch; (b) Covistalans to implement a new POI or network architecture; (c) Covista plans to rearrange its network; (d) Covista plans to convert a One-Way Interconnection Trunk group to a Two-Way Interconnection Trunk group; (e) Covista plans to convert a Covista 10 Comprehensive Ver2.8 -doc 14. Two-Way Interconnection Trunk group to a One-Way Interconnection Trunk group; or (f) Covista expects a significant change in interconnection traffic volume. In addition, upon request by either Party, the Parties shall meet to: (i) review traffic and usage data on End Office and Tandem Interconnection Trunk groups and (ii) determine whether the Parties should establish new Interconnection Trunk groups, augment existing Interconnection Trunk groups, or disconnect existing Interconnection Trunks. Use of Trunk Forecasts. Trunk forecasts provided pursuant to this Agreement must be prepared in good faith but are not otherwise binding on Covista or Verizon. 15.Scope. Number Portability - Section 251(B)(2)15. The Parties shall provide Number Portability (NP) in accordance with rules and regulations as from time to time prescribed by the FCC. 15.Procedures for Providing LNP ("Local Number Portability The Parties will follow the LNP provisioning process recommended by the North American Numbering Council (NANC) and the Industry Numbering Council (INC), 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. 15.2.2 15. A Customer of one Party ("Party A") elects to become a 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 s network to Party B's network. 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 (LlDB). Reactivation of the line-based calling card in another LlDB, if desired is the responsibility of Party B or Party B's Customer. When a Customer of Party A ports their telephone numbers to Party B and the Customer has previously secured a reservation of 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 reserved for 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. Covista 10 Comprehensive Ver2.8 -doc 15. 15.4 15.2.4 When a Customer of Party A ports their telephone numbers to 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.The Parties shall furnish each other with the Jurisdiction Information Parameter (JIP) in the Initial Address Message (lAM). 15.Where LNP is commercially available, the NXXs in the office shall be defined as portable, except as noted in 15., 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 given switch(es). On a prospective basis, all newly deployed switches will be equipped with LNP capability and so noted in the LERG. 15.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 services; NXX codes assigned for internal testing and official use, and any other NXX codes required to be designated as 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.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. Procedures for Providing NP Through 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 receive Telephone Exchange Service from 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. Procedures for LNP Request. The Parties shall provide for the requesting of End Office LNP capability on a reciprocal basis through a written request. The Parties acknowledge that Verizon has deployed LNP throughout its network in compliance with FCC 96-286 and other applicable FCC Regulations. Covista 10 Comprehensive Ver2.8 -doc 15.4.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 Awill respond to 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-, Paragraphs 65 through 67. 15.4.2 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. 15.Covista shall submit orders to port numbers electronically using an LSR via the Verizon web Graphical User Interface ("GUI") or Electronic Data Interface ("EDI" pursuant to the instructions, business rules and guidelines set forth on the Verizon wholesale website. 16.Good Faith Performance If and, to the extent that, Verizon, prior to the Effective Date of this Agreement, has not provided in the State of Idaho a Service offered under this Attachment, Verizon reserves the right to negotiate in good faith with Covista reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such Service; and if the Parties cannot agree to such terms and conditions (including, without limitation rates and implementation timeframes), either Party may utilize the Agreement's dispute resolution procedures. Covista 10 Comprehensive Ver2.8 -doc General TRAFFIC EXCHANGE ATTACHMENT Where both Parties subtend the same Tandem Switch operated by a third party (such third party hereinafter referred to as the "Third Party Tandem Provider" and such switch hereinafter referred to as the "Third Party Tandem Switch"), then, subject to the terms and conditions of this Attachment, for those NPAlNXX codes assigned by each Party to Rate Center Areas served by that Third Party Tandem Switch, the Parties may reciprocally exchange Reciprocal Compensation Traffic, Measured Internet Traffic intraLATA Toll Traffic, and translated IntraLATA toll free service access code traffic originated by their respective Customers, through that Third Party Tandem Switch. For the avoidance of any doubt, nothing in this Attachment shall preclude the Parties from interconnecting their networks in accordance with the Interconnection Attachment, which Interconnection Attachment must be a part of the Agreement. Arrangements With Third Party Tandem Provider The Parties acknowledge and agree that, in order to exchange Reciprocal Compensation Traffic, Measured Internet Traffic, IntraLATA Toll Traffic, and translated IntraLATA toll free service access code traffic under this Attachment, each Party must have established and must maintain its own interconnection and compensation arrangements with the Third Party Tandem Provider for the routing and exchange of the foregoing traffic between the Parties under this Attachment (e., arrangements that permit the subject traffic to be exchanged through the Third Party Tandem Provider). In addition, the Parties must also fulfill each of the other requirements of this Attachment. If such arrangements between a Party and the Third Party Tandem Provider are terminated (e., where a Third Party Tandem Provider does not permit a Party to exchange the foregoing traffic using the Third Party Tandem Switch), that Party shall promptly give written notice thereof to the other Party. Absent the existence of such arrangements with the Third Party Tandem Provider, each Party shall have the right, on written notice to the other Party, to discontinue exchanging the foregoing traffic with the other Party (Le., receiving such traffic from or, sending such traffic to, the other Party) under this Attachment. Notwithstanding any other provision of this Agreement, on one hundred twenty (120) days written notice, a Party may discontinue exchanging the foregoing traffic with the other Party under this Attachment. Forecasting Requirements Within ninety (90) days of executing the Agreement, Covista 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 pursuant to this Attachment, over the next eight (8) quarters. Ongoing forecast requirements. Where the Parties are already exchanging traffic through a Third Party Tandem Switch in a LATA Covista shall provide a new or revised traffic forecast when Covista develops plans or becomes aware of information that will materially Covista 10 Comprehensive Ver2.8 -doc affect the Parties' exchange of traffic through such Third Party Tandem Switch in that LATA. Instances that require a new or revised forecast include, but are not limited to: (i) Covista plans to deploy a new switch; (ii) Covista plans to implement interconnection in accordance with the Interconnection Attachment or a new network architecture; (iii) Covista plans to rearrange its network; or (iv) Covista expects a significant change in traffic volume. Use of Forecasts. Forecasts provided pursuant to this Agreement are not binding on Covista or Verizon. Prior to exchanging traffic through a Third Party Tandem Switch , Covista shall meet with Verizon to conduct a joint planning meeting ("Third Party Tandem Provider Joint Planning Meeting ). At that Third Party Tandem Provider Joint Planning Meeting, each Party shall, among other things , provide to the other Party originating Gentium Call Second (Hundred Call Second) information. 2.4 If and, when, the volume of traffic exchanged between a Verizon End Office and Covista switch through a Third Party Tandem Switch exceeds (a) the Gentium Call Second (Hundred Call Second) busy hour equivalent of one (1) OS -1 at any time; (b) 200 000 combined minutes of use for any month; (c) 600 busy hour Gentium Call Seconds (BHCCS) of use for a single month , upon the written request of either Party, the Parties shall meet promptly and consider whether to interconnect their respective networks pursuant to the Interconnection Attachment. In the event the Parties so interconnect their respective networks, the Parties shall discontinue exchanging any and all traffic through the Third Party Tandem Switch , unless the Parties otherwise agree to continue exchanging traffic but, on an overflow basis, through the Third Party Tandem Switch. Nothing in this Attachment shall be read to require either Party to establish and/or maintain a subtending arrangement with a Third Party Tandem Provider. Initiating Traffic Exchange Under This Attachment If Covista determines to offer Telephone Exchange Services and wishes to exchange traffic with Verizon through a Third Party Tandem Switch in any LATA in which Verizon also offers Telephone Exchange Services, Covista shall provide written notice to Verizon of its request to exchange traffic through a Third Party Tandem Switch in such LATA pursuant to this Attachment. The notice provided in Section 3.1 of this Attachment shall include (a) Covista proposed traffic exchange activation date; (b) a forecast of Covista s traffic volumes conforming to Section 2 of this Attachment; and (c) such other information as Verizon shall reasonably request in order to facilitate traffic exchange under this Attachment. The traffic exchange activation date in the new LATA shall be mutually agreed to by the Parties after receipt by Verizon of all necessary information as indicated in Section 3.2 of this Attachment. Traffic Measurement and Billing The Parties agree that they will make commercially reasonable efforts to obtain and utilize accurate and complete recordings, of any traffic exchanged between them under this Attachment, for use in billing. Covista ID Comprehensive Ver2.8 -doc At such time as a receiving Party has the capability, on an automated basis, to use CPN to classify traffic from the other Party, exchanged under this Attachment, by traffic type (Le., Reciprocal Compensation Traffic, Measured Internet Traffic, intraLATA Toll Traffic, and IntraLATA toll free service access code traffic), such receiving Party shall bill the originating Party the rate applicable to each relevant minute of traffic for which CPN is received. If the receiving Party lacks the capability, on an automated basis, to use CPN information on an automated basis to classify traffic received from the other Party by traffic type, the originating Party will supply Traffic Factor 1 and Traffic Factor 2. In any case, the Traffic Factors shall be supplied in writing by the originating Party within thirty (30) days of the Effective Date and shall be updated in writing by the originating Party quarterly. Measurement of billing minutes for purposes of determining terminating compensation shall be in conversation seconds (the time in seconds that a Party s equipment is used for a completed call, measured from the receipt of answer supervision to the receipt of disconnect supervision). Measurement of billing minutes for originating toll free service access code (e. 800/888/877) calls shall be in accordance with applicable Tariffs. Determination as to whether traffic is Reciprocal Compensation Traffic or Measured Internet Traffic shall be made in accordance with Paragraphs 8 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 Measured Internet Traffic, and in accordance with the process established by the FCC Internet Order for rebutting such presumption before the Commission). Each Party reserves the right to audit all traffic exchanged under this Attachment, 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 additional audit(s) if the preceding audit disclosed material errors or discrepancies. Each Party agrees to provide the necessary traffic data conjunction with any such audit in a timely manner. 4.4 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. If and, to the extent that, a Covista Customer receives V/FX Traffic exchanged under this Attachment, Covista shall promptly provide notice thereof to Verizon (such notice to include , without limitation, the specific telephone number(s) that the Customer uses for V/FX Traffic, as well as the LATA in which the Customer station is actually physically located) and shall not bill Verizon Reciprocal Compensation, intercarrier compensation or any other charges for calls placed by Verizon s Customers to such Covista Customers. Reciprocal Compensation Arrangements Pursuant to Section 251(b)(5) of the Act Reciprocal Compensation. The Party originating Reciprocal Compensation Traffic shall compensate the terminating Party for the transport and termination of such traffic to its Customer in accordance with Section 251 (b )(5) of the Act at the equal and symmetrical rates stated in the Pricing Attachment; it being understood and agreed that because the Third Party Tandem Provider is providing the tandem functionally to both Parties, Verizon shall charge (and Covista shall pay Verizon) the End Office Reciprocal Compensation rate set forth in the Pricing Attachment for Reciprocal Compensation Traffic Verizon receives from Covista and Covista shall charge Covista 10 Comprehensive Ver2.8 -doc (and Verizon shall pay Covista) the End Office Reciprocal Compensation rate set forth in the Pricing Attachment for Reciprocal Compensation Traffic Covista receives from Verizon. No additional charges shall be assessed by the terminating Party for the transport and termination of such traffic received from the other Party; provided , however, for the avoidance of any doubt, neither Party may assess upon, or pass through to, the other Party any charges billed by (or on behalf of) the Third Party Tandem Provider. The designation of 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. Traffic Not Subject to Reciprocal Compensation. 5.2. 2.4 5.2. 2.7 5.2. Reciprocal Compensation shall not apply to interstate or intrastate Exchange Access (including, without limitation , Virtual Foreign Exchange Traffic (Le., V/FX Traffic)), Information Access, or exchange services for Exchange Access or Information Access. Reciprocal Compensation shall not apply to Internet Traffic. Reciprocal Compensation shall not apply to Toll Traffic, including, but not limited to, calls originated on a 1 + presubscription basis, or on a casual dialed (10XXX/101XXXX) basis. Reciprocal Compensation shall not apply to Optional Extended Local Calling Area Traffic. Reciprocal Compensation shall not apply to special access, private line, or any other traffic that is not switched by the terminating Party. Reciprocal Compensation shall not apply to Tandem Transit Traffic. Reciprocal Compensation shall not apply to Voice Information Service Traffic (as defined in Section 5 of the Additional Services Attachment). Reciprocal Compensation shall not apply to traffic that is not subject to Reciprocal Compensation under Section 251(b)(5) of the Act. Reciprocal Compensation shall not apply to Virtual Foreign Exchange Traffic (Le., V/FX Traffic). As used in this Agreement, "Virtual Foreign Exchange Traffic" or "V/FX Traffic" is defined as calls in which a Covista Customer is assigned a telephone number with an NXX Code (as set forth in the LERG) associated with an exchange that is different than the exchange (as set forth in the LERG) associated with the actual physical location of such Customer s station. For the avoidance of any doubt, Covista shall pay Verizon s originating access charges for all V/FX Traffic originated by a Verizon Customer, and Covista shall pay Verizon s terminating access charges for all V/FX Traffic originated by a Covista Customer. The Reciprocal Compensation rates (including, but not limited to, the Reciprocal Compensation per minute of use charges) billed by Covista to Verizon shall not exceed the Reciprocal Compensation rates (including, but not limited to Reciprocal Compensation per minute of use charges) billed by Verizon to Covista. Other Types of Traffic Covista 10 Comprehensive Ver2.8 -doc Notwithstanding any other provision of this Agreement or otherwise: (a) the Parties' rights and obligations with respect to any intercarrier compensation that may be due in connection with 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 obligated to pay any intercarrier compensation for Internet Traffic that is in excess of the intercarrier compensation for Internet Traffic that such Party is required to pay under the FCC Internet Order and other applicable FCC orders and FCC Regulations. Subject to Section 6.1 of this Attachment, IntraLATA Toll Traffic exchanged under this Attachment shall be governed by the applicable provisions of this Agreement and applicable Tariffs. For any traffic originating with a third party carrier and delivered by Covista to Verizon, Covista 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 Covista. 6.4 Notwithstanding any provision of this Agreement or otherwise, no Interexchange Carrier (IXC) traffic may be exchanged under this Attachment. Any traffic not specifically addressed in this Attachment shall be treated as required by the applicable Tariff of the Party transporting and/or terminating the traffic. Toll Free Service Access Code (e., 800/888/877) Traffic The following terms shall apply when either Party delivers IntraLATA toll free service access code (e.g., 800/877/888) ("8YY") calls to the other Party under this Attachment. For the purposes of this Section 7, the terms "translated" refer to those toll free service access code calls that have been queried ("translated") to an 8YY database. When Covista delivers translated IntraLATA 8YY calls to Verizon for completion: by Verizon: Covista will provide an appropriate EM I record to Verizon; and Covista will bill Verizon the Covista s Switched Exchange Access Tariff charges and the Covista s applicable Tariff query charge. by a toll free service access code service provider in that LATA: Covista will provide an appropriate EMI record to Verizon and the toll free service access code service provider; and Covista will bill the toll free service access code service provider the Covista s applicable Switched Exchange Access Tariff charges and the Covista s applicable Tariff query charges; and Verizon will bill the toll free service access code service provider Verizon s applicable Switched Exchange Access Tariff charges. Covista 10 Comprehensive Ver2.8 -doc When Verizon performs the query and delivers translated IntraLATA 8YY calls originated by Verizon s or another LEC's Customer for completion: by Co vista: Verizon will provide an appropriate EMI record to Covista; and Verizon will bill Covista Verizon s applicable Switched Exchange Access Tariff charges and Verizon s applicable Tariff query charges. by a toll free service access code service provider in that LATA: Verizon will provide an appropriate EMI record to Covista and the toll free service access code service provider; and Verizon will bill the toll free service access code service provider Verizon s applicable Switched Exchange Access Tariff charges and Verizon s applicable Tariff query charges; and Covista will bill the toll free service access code service provider the Covista s applicable Switched Exchange Access Tariff charges. Verizon will not direct untranslated toll free service access code calls to Covista. Covista will not direct untranslated toll free service access code calls to Verizon. Number Resources, Rate Center Areas and Routing Points 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. It shall be the responsibility of each Party to program and update its own switches and network systems pursuant to information provided in 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. Unless otherwise required by Commission order, the Rate Center Areas will be the same for each Party. During the term of this Agreement, Covista shall adopt the Rate Center Area and Rate Center Points that the Commission has approved for Verizon within the LATA and Tandem serving area. Covista shall 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. 8.4 Covista will also designate a Routing Point for each assigned NXX code. Covista shall designate one location for each Rate Center Area in which the Covista has established NXX code(s) as the Routing Point for the NPA-NXXs associated 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. Covista 10 Comprehensive Ver2.8 -doc Unless specified otherwise , calls to subsequent NXXs of Covista will be routed in the same manner as calls to Covista s initial NXXs. Notwithstanding anything to the contrary contained herein, nothing in this Agreement is intended, and nothing in this Agreement shall be construed, to in any way constrain Covista s choices regarding the size of the local calling area(s) that Covista may establish for its Customers, which local calling areas may be larger than, smaller than , or identical to Verizon s local calling areas. Number Portability - Section 251(B)(2) Scope. The Parties shall provide Number Portability (NP) in accordance with rules and regulations as from time to time prescribed by the FCC. Procedures for Providing LNP ("Local Number Portability The Parties will follow the LNP provisioning process recommended by the North American Numbering Council (NANC) and the Industry Numbering Council (INC), 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. 2.4 A Customer of one Party ("Party A") elects to become a 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 s network to Party B's network. 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 (LlDB). Reactivation of the line-based calling card in another LlDB , if desired is the responsibility of Party B or Party B's Customer. When a Customer of Party A ports their telephone numbers to Party B and the Customer has previously secured a reservation of 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 reserved for 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. When a Customer of Party A ports their telephone numbers to 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 Covista 10 Comprehensive Ver2.8 -doc activity. When the ten-digit unconditional trigger is not available, Party A and Party B must coordinate the disconnect activity. The Parties shall furnish each other with the Jurisdiction Information Parameter (JIP) in the Initial Address Message (lAM). Where LNP is commercially available, the NXXs in the office shall be defined as portable, except as noted in Section 9., 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 given switch(es). On a prospective basis, all newly deployed switches will be equipped with LNP capability and so noted in the LERG. 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 services; NXX codes assigned for internal testing and official use and any other NXX codes required to be designated as 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. 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. Procedures for Providing NP Through 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 receive Telephone Exchange Service from 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. 9.4 Procedures for LNP Request. The Parties shall provide for the requesting of End Office LNP capability on a reciprocal basis through a written request. The Parties acknowledge that Verizon has deployed LNP throughout its network in compliance with FCC 96-286 and other applicable FCC Regulations. 9.4.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 respond to 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 Covista 10 Comprehensive Ver2.8 -doc provide for LNP in compliance with the procedures and time lines set forth in FCC 96-286, Paragraph 80, and FCC 97-, Paragraphs 65 through 67. 9.4.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 respecthe LNP-capable End Offices, as set forth in this Section 9.4. Covista shall submit orders to port numbers electronically using an LSR via the Verizon web Graphical User Interface ("GUI") or Electronic Data Interface ("EDI" pursuant to the instructions, business rules and guidelines set forth on the Verizon wholesale website. 10.Good Faith Performance If and, to the extent that, Verizon , prior to the Effective Date of this Agreement, has not provided in the State of Idaho a Service offered under this Attachment, Verizon reserves the right to negotiate in good faith with Covista reasonable terms and conditions (including, without limitation , rates and implementation timeframes) for such Service; and if the Parties cannot agree to such terms and conditions (including, without limitation rates and implementation timeframes), either Party may utilize the Agreement's dispute resolution procedures. Covista ID Comprehensive Ver2.8 -doc - General RESALE ATTACHMENT Verizon shall provide to Covista, in accordance with this Agreement (including, but not limited to, Verizon s applicable Tariffs) and the requirements of Applicable Law, Verizon Telecommunications Services for resale by Covista; provided, that notwithstanding any other provision of this Agreement, Verizon shall be obligated to provide Telecommunications Services to Covista only to the extent required by Applicable Law and may decline to provide a Telecommunications Service to Covista to the extent that provision of such Telecommunications Service is not required by Applicable Law. Use of Verizon Telecommunications Services Verizon Telecommunications Services may be purchased by Covista under this Resale Attachment only for the purpose of resale by Covista as a Telecommunications Carrier. Verizon Telecommunications Services to be purchased by Covista for other purposes (including, but not limited to, Covista own use) must be purchased by Covista pursuant to other applicable Attachments to this Agreement (if any), or separate written agreements including, but not limited to, applicable Verizon Tariffs. Covista shall not resell: 2.4 Residential service to persons not eligible to subscribe to such service from Verizon (including, but not limited to, business or other nonresidential Customers); Lifeline, Link Up America, or other means-tested service offerings, to persons not eligible to subscribe to such service offerings from Verizon; Grandfathered or discontinued service offerings to persons not eligible to subscribe to such service offerings from Verizon; or 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. In addition to any other actions taken by Covista to comply with this Section 2., Covista shall take those actions required by Applicable Law to determine the eligibility of Covista 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. Covista shall indemnify Verizon from any Claims resulting from Covista s failure to take such actions required by Applicable Law. Verizon may perform audits to confirm Covista 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 General Terms and Conditions. Covista 10 Comprehensive Ver2.8 -doc Covista 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 Telecommunications Service. 2.4 Covista shall not be eligible to participate in 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. In accordance with 47 CFR 9 51.617(b), Verizon shall be entitled to all charges for Verizon Exchange Access services used by interexchange carriers to provide service to Covista Customers. Availability of Verizon Telecommunications Services Verizon will provide a Verizon Telecommunications Service to Covista for 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. Except as otherwise required by Applicable Law, subject to Section 3.1 of this Attachment, Verizon shall have the right to add, modify, grandfather, discontinue or withdraw Verizon Telecommunications Services at any time, without the consent of Covista. To the extent required by Applicable Law, the Verizon Telecommunications Services to be provided to Covista for resale pursuant to 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 Covista. Responsibility for Charges Covista shall be responsible for and pay to Verizon all charges for any Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon, that are ordered, activated or used by Covista, Covista Customers or any other persons, through, by means of, or in association with , Telecommunications Services provided by Verizon to Covista pursuant to this Resale Attachment. Upon request by Covista, Verizon will provide for use on resold Verizon retail Telecommunications Service dial tone lines purchased by Covista such Verizon retail Telecommunications Service call blocking and call screening services as Verizon provides to its own end user retail Customers, where and to the extent Verizon provides such Verizon retail Telecommunications Service call blocking services to Verizon s own end user retail Customers. Covista understands and agrees that certain of Verizon s call blocking and call screening services are not guaranteed to block or screen all calls and that notwithstanding Covista purchase of such blocking or screening services, Covista s end user Customers or other persons ordering, activating or using Telecommunications Services on Covista 10 Comprehensive Ver2.8 -doc the resold dial tone lines may complete or accept calls which Covista intended to block. Notwithstanding the foregoing, Covista shall be responsible for and shall pay Verizon all charges for Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon in accordance with the terms of Section 4.1 above. Operations Matters Facilities. Branding. 5.2. Rates and Charges The rates and charges for Verizon Telecommunication Services purchased by Covista for 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. Verizon shall have access at all reasonable times to Covista Customer locations for the purpose of installing, inspecting, maintaining, repairing, and removing, facilities, equipment, software, and wiring used to provide the Verizon Telecommunications Services. Covista shall, at Covista s expense, obtain any rights and authorizations necessary for such access. 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 Covista or Covista Customers for use with Verizon Telecommunications Services. Except as stated in Section 5.2 of this Attachment, in providing Verizon Telecommunications Services to Covista, Verizon shall have the right (but not the obligation) to identify the Verizon Telecommunications Services with Verizon s trade names, trademarks and service marks ("Verizon Marks ), to the same extent that these Services are identified with Verizon s Marks when they are provided to Verizon s Customers. Any such identification of Verizon Telecommunications Services shall not constitute the grant of a license or other right to Covista to use Verizon s Marks. To the extent required by Applicable Law, upon request by Covista and at prices, terms and conditions to be negotiated by Covista and Verizon, Verizon shall provide Verizon Telecommunications Services for resale that are identified by Covista s trade name, or that are not identified by trade name, trademark or service mark. If Verizon uses a third-party contractor to provide Verizon operator services or Verizon directory assistance, Covista will be responsible for entering into a direct contractual arrangement with the third-party contractor at Covista s expense (a) to obtain identification of Verizon operator services or Verizon directory assistance purchased by Covista for resale with Covista s trade name, or (b) to obtain removal of Verizon Marks from Verizon operator services or Verizon directory assistance purchased by Covista for resale. Covista 10 Comprehensive Ver2.8 -doc resale pursuant to this Attachment shall be as provided in this Attachment and the Pricing Attachment. Good Faith Performance If and, to the extent that, Verizon, prior to the Effective Date of this Agreement, has not provided in the State of Idaho a Service offered under this Attachment, Verizon reserves the right to negotiate in good faith with Covista reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such Service; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement's dispute resolution procedures. Covista 10 Comprehensive Ver2.8 -doc NETWORK ELEMENTS ATTACHMENT General Verizon shall provide to Covista, in accordance with this Agreement (including, but not limited to, Veriion 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 notwithstanding any other provision of this Agreement, Verizon shall be obligated to provide unbundled Network Elements (UNEs) and Combinations to Covista only to the extent required by Applicable Law and may decline to provide UNEs or Combinations to Covista to the extent that provision of such UNEs or Combinations is not required by Applicable Law. Verizon shall be obligated to combine UNEs that are not already combined in Verizon s network only to the extent required by Applicable Law. 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; and (b) Verizon shall have no obligation to construct or deploy new facilities or equipment to offer any UNE or Combination. Covista may use a UNE or Combination only for those purposes for which Verizon is required by Applicable Law to provide such UNE or Combination to Covista. Without limiting the foregoing, Covista 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 to Covista in order to allow Covista to provide such Exchange Access services. 1.4 Notwithstanding any other provision of this Agreement: 1.4.To the extent Verizon is required by a change in Applicable Law to provide to Covista a UNE or Combination that is not offered under this Agreement to Covista 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. Verizon shall not be obligated to provide to Covista, and Covista shall not request from Verizon, access to a prop~ietary advanced intelligent network service. 1.4. 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 Covista, and the Commission, the FCC , a court or other governmental body of appropriate jurisdiction 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 Covista. If Verizon terminates its provision of a UNE or a Combination to Covista 10 Comprehensive Ver2.8 -doc Covista pursuant to this Section 1.5 and Covista elects to purchase other services offered by Verizon in place of such UNE or Combination, then: (a) Verizon shall reasonably cooperate with Covista to coordinate the termination of such UNE or Combination and the installation of such services to minimize the interruption of service to Customers of Covista; and, (b) Covista shall pay all applicable charges for such services, including, but not limited to, all applicable installation charges. 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 provide to Covista on an unbundled basis or in combination with other Network Elements. If as the result of Covista Customer actions (Le., Customer Not Ready ("CNR" )), Verizon cannot complete requested work activity when a technician has been dispatched to the Covista Customer premises, Covista will be assessed a non- recurring charge 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. Verizon s Provision of Network Elements Subject to the conditions set forth in Section 1 of this Attachment, in accordance with, but only to the extent required by, Applicable Law, Verizon shall provide Covista access to the following: 2.4 Loops, as set forth in Section 3 of this Attachment; Line Sharing, as set forth in Section 4 of this Attachment; Line Splitting, as set forth in Section 5 of this Attachment; Sub-Loops, as set forth in Section 6 of this Attachment; Inside Wire, as set forth in Section 7 of this Attachment; Dark Fiber, as set forth in Section 8 of this Attachment; Network Interface Device, as set forth in Section 9 of this Attachment; Circuit Switching Elements, as set forth in Section 10 of this Attachment; Interoffice Transmission Facilities (IOF), as set forth in Section 11 of this Attachment; Signaling Networks and Call-Related Databases, as set forth in Section 12 of this Attachment; Operations Support Systems, as set forth in Section 13 of this Attachment; and Loop Transmission Types Other UNEs in accordance with Section 14 of this Attachment. Subject to the conditions set forth in Section 1 of this Attachment, Verizon shall allow Covista to access Loops unbundled from local switching and local Covista 10 Comprehensive Ver2.8 -doc transport, in accordance with this Section 3 and the rates and charges provided in the Pricing Attachment. Verizon shall allow Covista access to Loops in accordance with, but only to extent required by, Applicable Law. The available Loop types are as set forth below: 1.4 2 Wire Analog Voice Grade Loop" or "Analog 2W" provides an effective 2-wire channel with 2-wire interfaces at each end that is suitable for the transport of analog Voice Grade (nominal 300 to 3000 Hz) signals and loop-start signaling. This Loop type is more fully described in Verizon Technical Reference (TR)-72565, as revised from time-ta-time. If "Customer-S pecified Signaling" 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. Customer specified signaling is more fully described in Verizon TR- 72570, as revised from time-to- time. Verizon will not build new facilities. Wire Analog Voice Grade Loop" or "Analog 4W" provides an effective 4-wire channel with 4-wire interfaces at 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 revised from time-ta-time. Verizon will not build new facilities. Wire ISDN Digital Grade Loop" or "BRI ISDN" provides a channel with 2-wire interfaces at each end that is suitable for the transport of 160 kbps digital services using the ISDN 2B10 line code. This Loop type is more fully described in American National Standards Institute (ANSI) T1.601-1998 and Verizon TR 72575, as revised from time-ta- time. In some cases loop extension equipment may be necessary to 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. The 2-Wire ISDN Digital Grade Loop is available only in the former Bell Atlantic Service Areas. In the former GTE Service Areas only, Covista may order a 2-Wire Digital Compatible Loop using 2-wire ISDN ordering codes to provide similar capability. Verizon will not build new facilities. Wire ADSL-Compatible Loop" or "ADSL 2W" provides a channel with 2-wire interfaces at each end that is suitable for the transport of digital signals up to 8 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 facilities. The upstream and downstream ADSL power spectral density masks and dc line power limits in Verizon TR 72575, as revised from time-ta- time, must be met. The 2-Wire ADSL-Compatible Loop is available only in the former Bell Atlantic Service Areas. In the former GTE Service Areas only, Covista may order a 2-Wire Digital Compatible Loop using 2-wire ADSL ordering codes to provide similar capability. Wire HDSL-Compatible Loop" 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 Covista 10 Comprehensive Ver2.8 -doc 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~ta-time, must be met. 2-Wire HDSL-Compatible Loops will be provided only where existing facilities are available and can meet applicable specifications. The 2-Wire HDSL-Compatible Loop is available only in the former Bell Atlantic Service areas. In the former GTE Service Areas only, Covista may order a 2-Wire Digital Compatible Loop using 2-Wire HDSL ordering codes to provide similar capability. Verizon will not build new facilities. 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-ta-time , must be met. 4-Wire HDSL-Compatible Loops will be provided only where existing facilities are available and can meet applicable specifications. Verizon will not build new facilities. Wire IDSL-Compatible Metallic Loop" consists of a single 2-wire non-loaded , twisted copper pair that meets revised resistance design criteria. This 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 T1 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 GLEe-provided modems with the electrical characteristics associated with the loop. This Loop type is more fully described in T1 E 1.4/2000-002R3, as revised from time-ta-time. This loop cannot be provided via UDLC. The 2-Wire IDSL-Compatible Metallic Loop is available only in the former Bell Atlantic Service Areas. In the former GTE Service Areas only, Covista may order a 2- Wire Digital Compatible Loop using ISDN ordering codes to provide similar capability. IDLe-compatible local loops will be provided only where facilities are available and can meet applicable specifications. Verizon will not build new facilities. 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 T1 E1.4 loop spectrum management standard (T1 E1.4/2000-002R3). This Loop consists of a single 2-wire non- loaded, twisted copper pair that meets Class 2 length limit in T1 E1.4/2000-002R3. The data rate achieved depends on the performance of the GLEe-provided modems with the electrical characteristics associated with the loop. This Loop type is more fully described in T1 E1.4/2000-002R3, as revised from time-ta-time. The Wire SDSL-Compatible Loop is available only in the former Bell Atlantic Service Areas. In the former GTE Service Areas only, Covista may order a 2-Wire Digital Compatible Loop to provide similar capability. SDSL-compatible local loops will be provided only where facilities are available and can meet applicable specifications. Verizon will not build new facilities. Wire 56 kbps Loop" is a 4-wire Loop that provides a transmission path that is suitable for the transport of digital data at a synchronous Covista 10 Comprehensive Ver2.8 -doc rate of 56 kbps in opposite directions on such Loop simultaneously. A Wire 56 kbps Loop consists of two pairs of non-loaded copper wires with no intermediate electronics or it consists of universal digital loop carrier with 56 kbps 008 dataport transport capability. Verizon shall provide 4-Wire 56 kbps Loops to Covista in accordance with, and subject to, the technical specifications set forth in Verizon TR-72575, as revised from time-to-time. Verizon will not build new facilities. 08-1 Loops" provide a digital transmission channel suitable for the transport of 1.544 Mbps digital signals. This Loop type is more fully described in Verizon TR 72575, as revised from time to time. The 08- 1 Loop includes the electronics necessary to provide the 08- transmission rate. A 08-1 Loop will be provided only where the electronics necessary to provide the 08-1 transmission rate are at the requested installation date currently available for the requested 08- Loop. Verizon will not install new electronics. If the electronics necessary to provide Clear Channel (B8Z8) signaling are at the requested installation date currently available for a requested 08- Loop, upon request by Covista, the 08-1 Loop will be iJrnished with Clear Channel (B8Z8) signaling. Verizon will not install new electronics to furnish Clear Channel (B8l8) signaling. 08-3 Loops" will support the transmission of isochronous bipolar serial data at a rate of 44.736 Mbps (the equivalent of 28 08- channels). This Loop type is more fully described in Verizon TR 72575, as revised from time to time. The 08-3 Loop includes the electronics necessary to provide the DS-3 transmission rate. A DS- Loop will be provided only where the electronics necessary to provide the DS-3 transmission rate are at the requested installation date currently available for the requested OS -3 Loop. Verizon will not install new electronics and Verizon will not build new facilities. In the former Bell Atlantic Service Areas only, "Digital Designed Loops are comprised of designed loops that meet specific Covista requirements for metallic loops over 18k ft. or for conditioning of ADSL, HDSL , SDSL , IDSL , or BRI ISDN Loops. "Digital Designed Loops" may include requests for: 12.a 2W Digital Designed Metallic Loop with a total loop length of 18k to 30k ft., unloaded , with the option to remove bridged tap; 12.a 2W ADSL Loop of 12k to 18k ft. with an option to remove bridged tap (such a Loop with the bridged tap so removed shall be deemed to be a "2W ADSL Compatible Loop 12.3 a 2W ADSL Loop of less than 12k ft. with an option to remove bridged tap (such a Loop with the bridged tap so removed shall be deemed to be a "2W ADSL Compatible Loop 12.4 a 2W HDSL Loop of less than 12k ft. with an option to remove bridged tap: 12.5 a 4W HDSL Loop of less than 12k ft with an option to remove bridged tap; Covista 10 Comprehensive Ver2.8 -doc 12.a 2 W Digital Designed Metallic Loop with Verizon-placed ISDN loop extension electronics; 12.a 2W SDSL Loop with an option to remove bridged tap; and 12.a 2W IDSL Loop of less than 18k ft. with an option to remove bridged tap; Verizon shall make Digital Designed Loops available Covista at the rates as set forth in the Pricing Attachment. In the former GTE Service Areas only, "Conditioned Loops" are comprised of designed loops that meet specific Covista requirements for metallic loops over 12k ft. or for conditioning of 2-wire or 4-wire digital or BRI ISDN Loops. "Conditioned Loops" may include requests for: 14.a 2W Digital Loop with a total loop length of 12k to 30k ft. unloaded, with the option to remove bridged tap (such a Loop, unloaded , with bridged tap so removed shall be deemed to be a "2W Digital Compatible Loop a 2W Digital Loop of 12k to 18k ft. with an option to remove load coils and/or bridged tap (such a Loop with load coils and/or bridged tap so removed shall be deemed to be a 2W Digital Compatible Loop 14. 14.a 2W Digital or 4W Digital Loop of less than 12k ft. with an option to remove bridged tap (such a 2W Loop with bridged tap so removed shall be deemed to be a "2W Digital Compatible Loop 14.4 a 2W Digital Loop with Verizon-placed ISDN loop extension electronics (such a Loop with ISDN loop extension electronics so placed shall be deemed to be a "2W Digital Compatible Loop Verizon shall make Conditioned Loops available to Covista at the rates as set forth in the Pricing Attachment. The following ordering procedures shall apply to xDSL Compatible Loops , Digital Designed and Conditioned Loops: Covista shall place orders for xDSL Compatible Loops, Digital Designed and Conditioned Loops 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 industry format and specifications or such format and specifications as may be agreed to by the Parties. In former Bell Atlantic Service Areas, Verizon is conducting a mechanized survey of existing Loop facilities, on a Central Office by Central Office basis, to identify those Loops that meet the ap plicable technical characteristics established by Verizon for compatibility with xDSL Compatible or BRI ISDN signals. The results of this survey will be stored in a mechanized database and made available to Covista as the process is completed in each Cent ral Office. Covista must utilize Covista 10 Comprehensive Ver2.8 -doc 2.4 this mechanized loop qualification database, where available, in advance of submitting a valid electronic transmittal Service Order for arrxDSL Compatible or BRI ISDN loop. Charges for mechanized loop qualification information are set forth in the Pricing Attachment. In former GTE Service Areas, Verizon provides access to mechanized xDSL loop qualification information to help identify those loops that meet applicable technical characteristics for compatibility with xDSL Services that the CLEC may wish to offer to its end user Customers. Covista must access Verizon s mechanized loop qualification system through the use of the on-line computer interface at www.verizon.com/wise in advance of submitting a valid electronic transmittal Service Order for xDSL service arrangements. The loop qualification information provided by Verizon gives Covista the ability to determine loop composition, loop length and may provide other loop characteristics, when present, that may indicate incompatibility with xDSL Services such as load coils or Digital Loop Carrier. Information provided by the mechanized loop qualification system also indicates whether loop conditioning may be necessary. It is the responsibility of Covista to evaluate the loop qualification information provided by Verizon and determine whether a loop meets Covista requirements for xDSL Service, including determining whether conditioning should be ordered , prior to submitting an Order. If the Loop is not listed in the mechanized database described in Section 3.2 of this Attachment, Covista must request a manual loop qualification, where such qualification is available, prior to submitting a valid electronic Service Order for an xDSL Compatible or BRI ISDN Loop. In general, Verizon will complete a manual loop qualification request within three (3) Business Days, although Verizon may require additional time due to poor record conditions, spikes in demand , or other unforeseen events. The manual loop qualification process is currently available in the former Bell Atlantic Service Areas only. If a query to the mechanized loop qualification database or manual loop qualification indicates that a Loop does not qualify (e., because it does not meet the applicable technical parameters set forth in the Loop descriptions above), Covista may request an Engineering Query, where available, as described in Section 3.7 of this Attachment, to determine whether the result is due to characteristics of the loop itself (e., specific number and location of bridged taps, the specific number of load coils, or the gauge of the cable). Once a Loop has been pre-qualified, Covista will submit a Service Order pursuant to Section 3.1 of this Attachment if it wishes to obtain the Loop. If the Loop is determined to be xDSL Compatible and if the Loop serving the serving address is usable and available to be assigned as a xDSL Compatible Loop, Verizon will initiate standard Loop provisioning and installation processes, and standard Loop provisioning intervals will apply. If the Loop is determined to be xDSL Compatible, but the Loop serving the service address is unusable or unavailable to be assigned as an xDSL Compatible Loop, Verizon will search the Customer s serving terminal for a suitable spare Covista 10 Comprehensive Ver2.8 -doc facility. If an xDSL Compatible Loop is found within the serving terminal, Verizon will perform a Line and Station Transfer (or "pair swap ) whereby the Verizon technician will transfer the Customer s existing service from one existing Loop facility onto an alternate existing xDSL Compatible Loop facility serving the same location. Verizon performs Line and Station Transfers in accordance with the procedures developed in the DSL Collaborative in the State of New York, NY PSG Case OO-O127. Standard intervals do not apply when Verizon performs a Line and Station Transfer, and additional charges shall apply as set forth in the Pricing Attachment. If Covista submits a Service Order for an xDSL Compatible or BRI ISDN Loop that has not been prequalified , Verizon will query the Service Order back to Covista for qualification and will not accept such Service Order until the Loop has been prequalified on a mechanized or manual basis. If Covista submits a Service Order for an xDSL Compatible or BRI ISDN Loop that is, in fact, not compatible with the requested service (e.g. ADSL, HDSL etc.) in its existing condition, Verizon will respond back to Covista with a "Nonqualified" indicator and with information showing whether the non-qualified result is due to the presence of load coils, presence of digital loop carrier, or loop length (including bridged tap). Where Covista has followed the prequalification procedure described above and has determined that a Loop is not compatible with xDSL technologies or BRIISDN service in its existing condition, it may either request an Engineering Query, where available, to determine whether conditioning may make the Loop compatible with the applicable service; or if Covista is already aware of the conditioning required (e., where Covista has previously requested a qualification and has obtained loop characteristics), Covista may submit a Service Order for a Digital Designed Loop. Verizon will undertake to condition or extend the Loop in accordance with this Section 3.2 of this Attachment upon receipt of Covista s valid, accurate and pre-qualified Service Order for a Digital Designed Loop. 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 Covista, an interval of eighteen (18) Business Days will be required by Verizon complete the loop analysis and the necessary construction work involved in conditioning and/or extending the loop as follows: Three (3) Business Days will be required following receipt of Covista s valid, accurate and pre-qualified Service Order for a Digital Designed or Conditioned Loop to analyze the loop and related plant records and to create an Engineering Work Order. Upon completion of an Engineering Work Order, Verizon will initiate the construction order to perform the changes/modifications to the Loop requested by Covista. Conditioning activities are, in most cases, able to accomplished within fifteen (15) Business Days. Unforeseen conditions may add to this interval. Covista 10 Comprehensive Ver2.8 -1 ,doc After the engineering and conditioning tasks have been completed , the standard Loop provisioning and installation process will be initiated, subject to Verizon s standard provisioning intervals. If Covista requires a change in scheduling, it must contact Verizon to issue a supplement to the original Service Order. If Covista cancels the request for conditioning after a loop analysis has been completed but prior to the commencement of construction work, Covista shall compensate Verizon for an Engineering Work Order charge as set forth in the Pricing Attachment. If Covista cancels the request for conditioning after the loop analysis has been completed and after construction work has started or is complete, Covista 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. Conversion of Live Telephone Exchange Service to Analog 2W Loops. The following coordination procedures shall apply to "live" cutovers of Verizon Customers who are converting their Telephone Exchange Services to Covista Telephone Exchange Services provisioned over Analog 2W unbundled Local Loops ("Analog 2W Loops) to be provided by Verizon to Covista: 1.4 Covista 10 Comprehensive Ver2.8 -doc Coordinated cutover charges shall apply to conversions of live Telephone Exchange Services to Analog 2W Loops. When an outside dispatch is required to perform a conversion, additional charges may apply. If Covista does not request a coordinated cutover, Verizon will process Covista s order as a new installation subject to applicable standard provisioning intervals. Covista 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 Covista the 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 availability of Verizon s work force. In the event that Verizon s work force is not available, Covista and Verizon shall mutually agree on a New Conversion Time, as defined below. Covista 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 Verizon shall provide Covista the scheduled due date for conversion of the Analog 2W Loops covered by such LSR. Covista shall provide dial tone at the Covista collocation site at least forty-eight (48) hours prior to the Scheduled Conversion Time. Either Party may contact the other Party to negotiate a new Scheduled Conversion Time (the "New Conversion Time 3:1. Covista 10 Comprehensive Ver2.8 -doc 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 particular Analog 2W Loop shall differ by at least eight (8) hours, unless otherwise agreed to by the Parties. If the New Conversion Time is more than one (1) business hour from 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: If Verizon requests to reschedule outside 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 credited upon request from Covista; and If Covista requests to reschedule outside the one (1) hour time frame above, Covista shall be charged an additional Analog 2W Loops Service Order Charge for rescheduling the conversion to the New Conversion Time. If Covista 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 Covista will reschedule and, upon request from Covista, Verizon will credit the Analog 2W Loop Service Order Charge for the original Scheduled Conversion Time. The standard time interval expected from disconnection of a live Telephone Exchange Service to the connection of the Analog 2W Loops to Covista is fifteen (15) minutes per Analog 2W Loop for all orders consisting of twenty (20) Analog 2W Loops or less. Orders involving more than twenty (20) Loops will require a negotiated interval. Conversions involving LNP will be completed according to North American Numbering Council (NANC) standards, via the regional Number Portability Administration Center (NPAC). If Covista requires Analog 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 regularly scheduled RCCC operating hours. 3.4 Cooperative Testing. In the former Bell Atlantic Service Areas only, Covista may request Cooperative Testing in conjunction with its request for an xDSL Compatible Loop or Digital Designed Loop. "Cooperative Testing" is a procedure whereby a Verizon technician and a Covista technician jointly verify that an xDSL Compatible Loop or Digital Designed Loop is properly installed and operational prior to Verizon completion of the order. Covista may request, at its option, Cooperative Testing by entering a toll-free (e.g. 800/888/8??) number in the Remarks field of the LSR of an xDSL Compatible or Digital Designed Loop Service Order, and the Verizon technician will call the toll-free number to perform the Cooperative Test. When both the Verizon and Covista technicians agree that the Loop test shows that the Loop is operational, the Covista technician will provide the Verizon technician with a serial number to acknowledge that the Loop is operational. Charges for Cooperative Testing are as set forth in the Pricing Attachment. Verizon shall provide Covista access to its Loops at each of Verizon s Wire Centers for Loops terminating in that Wire Center. In addition , if Covista 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 Covista. If, however, no spare physical Loop is available, Verizon shall within three (3) Business Days of Covista request notify Covista of the lack of available facilities. Upon request and to the extent required by Applicable Law, Verizon will provide Covista access to the unbundled Local Loop through the demultiplexing of the integrated digitized Loop(s). Upon request and to the extent required by Applicable Law, Verizon will provide Covista access to the unbundled Local Loop at the Loop concentration site point. Notwithstanding anything to the contrary in this Agreement, standard provisioning intervals shall not apply to Loops provided under this Section 3. Line Sharing Line Sharing" is an arrangement by which Verizon facilitates Covista 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 proprietary technology), or any other xDSL technology that is presumed to be acceptable for shared line deployment in accordance with FCC Regulations, to a particular Customer location over an existing copper Loop that is being used simultaneously by Verizon to provide analog switched Voice Grade service to that Customer by making available to Covista, solely for Covista s own use, the frequency range above the voice band on the same copper Loop required by Covista to provide such services. This Section 4 addresses line sharing over loops that are entirely copper loops. Subject to the conditions set forth in Section 1 of this Attachment, Verizon shall provide Line Sharing to Covista for Covista s provision of ADSL (in accordance with T1.413), Splitterless ADSL (in accordance with T1.419), RADSL (in accordance with TR # 59), MVL (a proprietary technology), or any other xDSL technology that is presumed to be acceptable for shared line deployment in accordance with FCC Regulations. Verizon shall provide Line Sharing to Covista 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 Regulations; (ii) Covista 10 Comprehensive Ver2.8 -doc Verizon must be providing simultaneous 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 deployed by Covista on that Loop must not significantly degrade the performance of other services provided on that Loop. Verizon shall make Line Sharing available to Covista at the rates and charges set forth in the Pricing Attachment. In addition to the recurring and non-recurring 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 (Le., compatible with an xDSL service that is presumed to be acceptable for shared-line deployment in accordance with FCC Regulations); (ii) engineering query charges, engineering work order charges, or Loop conditioning (Digital Designed or Conditioned Loop) charges; (iii) charges associated with collocation activities requested by Covista; and (iv) misdirected dispatch charges, charges for installation or repair, manual intervention surcharges, trouble isolation charges, and pair swap/line and station transfer charges. 4.4 The following ordering procedures shall apply to Line Sharing: 4.4.To determine whether a Loop qualifies for Line Sharing, the Loop must first be prequalified to determine if it is xDSL compatible. Covista must utilize the Loop qualification processes described in the terms applicable to xDSL Compatible Loops, Digital Designed Loops and Conditioned Loops to make this determination. 4.4.Covista shall 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 industry format and specifications or such format and specifications as may be agreed to by the Parties. 4.4.If the Loop is prequalified by Covista through the Verizon Loop prequalification tools, and if a positive response is received and followed by receipt of Covista 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. In such case, Verizon shall initiate provisioning and installation in accordance with the terms pertaining to xDSL Compatible Loops Digital Designed Loops and Conditioned Loops pursuant to Section 5 of this Attachment. 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 Covista 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.If conditioning is required to make a Loop capable of supporting Line Sharing and Covista orders such conditioning, then Verizon shall Covista 10 Comprehensive Ver2.8 -doc provide such conditioning in accordance with the terms of this Agreement pertaining to Digital Designed or Conditioned 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 conditioning is likely to degrade significantly the Voice-Grade service being provided to Verizon s Customers over such Loops. 4.4.The standard Loop provisioning and installation process will be initiated for the LineSharing arrangement only once the requested engineering and conditioning tasks have been completed on the Loop. Scheduling changes and charges associated with order cancellations after conditioning work has been initiated are addressed in the terms pertaining to Digital Designed and Conditioned Loops, as referenced in Section 4.4.5 of this Attachment. The standard provisioning interval for the Line Sharing arrangement shall be as set out in the Verizon Product Interval Guide; provided that the standard provisioning interval for the Line Sharing arrangement shall not exceed the shortest of the following intervals: (a) six (6) Business Days; (b) the standard provisioning interval for the Line Sharing arrangement that is stated in an applicable Verizon Tariff; or, (c) the standard provisioning interval for the Line Sharing arrangement that is required by Applicable Law, if any. The standard provisioning interval for the Line Sharing arrangement shall commence only once any requested engineering and conditioning tasks have been completed. The standard provisioning interval shall not apply where a Line and Station Transfer is performed pursuant to Section 3.2. In no event shall the Line Sharing interval offered to Covista be longer than the interval offered to any similarly situated Affiliate of Verizon. 4.4.Covista must provide all required collocation, CFA, Special Bill Number (SBN) and NC/NCI information when 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 applications and procedures, unless otherwise agreed to by the Parties or specified in this Agreement. The Parties recognize that Line Sharing is an offering that requires both Parties to make reasonable efforts to coordinate their respective roles in order to minimize provisioning problems and facility issues. Covista 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 provided for other stand-alone unbundled Loop types. To the extent required by Applicable Law, Covista shall provide Verizon with information regarding the type of xDSL technology that it deploys on each shared Loop. Where any proposed change in technology is planned on a shared Loop, Covista must provide this information to Verizon in order for Verizon to 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. 4.4. As described more fully in Verizon Technical Reference 72575, the xDSL technology used by Covista for 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 Covista 10 Comprehensive Ver2.8 -doc 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 degrading voice services. Covista s deployment of additional Advanced Services shall be subject to the applicable FCC Regulations. Covista may only access the high frequency portion of a Loop in a Line Sharing arrangement through an established collocation arrangement at the Verizon Serving Wire Center that contains the End Office Switch through which Voice Grade service is provided to Verizon s Customer. Covista is responsible for providing, through one of the splitter options described below, a splitter at that Wire Center that complies with ANSI specification T1.413 , employs Direct Current (DC) blocking capacitors or equivalent technology to assist in isolating high bandwidth trouble resolution and maintenance to the high frequency portion of the frequency spectrum, and operates so that the analog \Oice "dial tone stays active when the splitter card is removed for testing or maintenance. Covista is also responsible for providing its own Digital Subscriber Line Access Multiplexer (DSLAM) equipment in the collocation arrangement and any necessary Customer Provided Equipment (CPE) for the xDSL service it intends to provide (including CPE splitters, filters and/or other equipment necessary for the end user to receive separate voice and data services across the shared Loop). Two splitter configurations are available. In both configurations, the splitter must be provided by Covista and must satisfy the same NEBS requirements that Verizon imposes on its own splitter equipment or the splitter equipment of any Verizon Affiliate. Covista must designate which splitter option it is choosing on the collocation application or augment. Regardless of the option selected , the splitter arrangements must be installed before Covista submits an order for Line Sharing. Splitter Option A (Splitter Option 1): Splitter in Covista Collocation Area In this configuration, the Covista-provided splitter (ANSI T1.413 or MVL compliant) is provided , installed and maintained by Covista in its own collocation space within the Customer s serving End Office. The Verizon-provided dial tone is routed through the splitter in the Covista collocation area. Any rearrangements will be the responsibility of Covista. Splitter Option C (Splitter Option 2): Splitter in Verizon Area In this configuration, Verizon inventories and maintains a Covista-provided splitter (ANSI T1.413 or MVL compliant) in Verizon space within the Customer serving End Office. The splitters will be installed shelJ'-at-a-time. In those serving End Offices where Verizon employs the use of a POT Bay for interconnection of Covista s collocation arrangement with Verizon s network, the splitter will be installed (mounted) in a relay rack between the POT Bay and the MDF. The demarcation point is at the splitter end of the cable connecting the POT Bay and the splitter. Installation of the splitter will be performed by Verizon , at Covista s election, by a Verizon-approved vendor designated by Covista. In those serving End Offices where Verizon does not employ a POT Bay for Covista 10 Comprehensive Ver2.8 -doc 100 interconnection of Covista s collocation arrangement with Verizon s network, the Covista provided splitter will be installed (mounted) in a relay rack between the Covista collocation arrangement and the MDF. The demarcation point is at the splitter end of the cable connecting the Covista collocation arrangement and the splitter. Installation of the splitter will be performed by Verizon, or, at Covista election, by a Verizon-approved vendor designated by Covista. In either scenario, Verizon will control the splitter and will direct any required activity. Where a POT Bay is employed, Verizon will also perform all POT Bay work required in this configuration. Verizon will provide a splitter inventory Covista upon completion of the required work. Where a new splitter is to be installed as part of an initial collocation implementation, the splitter installation may be ordered as part of the initial collocation application. Associated collocation charges (application and engineering fees) apply. Covista must submit a new collocation application, with the application fee, to Verizon detailing its request. Except as otherwise required by Applicable Law, standard collocation intervals will apply. Where a new splitter is to be installed as part of an existing collocation arrangement, or where the existing collocation arrangement is to be augmented (e., with additional terminations at the POT Bay or Covista s collocation arrangement to support Line Sharing), the splitter installation or augment may be ordered via an application for collocation augment. Associated collocation charges (application and engineering fees) apply. Covista must submit the application for collocation augment, with the application fee, to Verizon. Unless a longer interval is stated in Verizon s applicable Tariff, an interval of seventy-six (76) Business Days shall apply. Covista will have the following options for testing shared Loops: In serving End Offices where Verizon employs a POT Bay for interconnection of Covista collocation arrangement with Verizon network, the following options shall be available to Covista. Covista 10 Comprehensive Ver2.8 -doc Under Splitter Option A, Covista may conduct its own physical tests of the shared Loop from Covista s collocation area. If it chooses to do so, Covista may supply and install a test head to facilitate such physical tests, provided that: (a) the test head satisfies the same NEBS requirements that Verizon imposes on its own test head equipment or the test head equipment of any Verizon Affiliate; and (b) the test head does not interrupt the voice circuit to any greater degree than a conventional ML T test. Specifically, the Covista-provided test equipment may not interrupt an in-in- progress voice connection and must automatically restore any circuits tested in intervals comparable to ML T. This optional Covista-provided test head will be installed in Covista s collocation area between the "line" port of the splitter and the POT Bay in order to conduct remote physical tests of the shared Loop. Under Splitter Option C, upon request by Covista, either Verizon or, at Covista s election, a Verizon-approved vendor 101 selected by Covista will install a Covista-provided test head to enable Covista to conduct remote physical tests of the shared Loop. This optional Covista-provided test head will be installed at a point between the "line" port of the splitter and the Verizon-provided test head that is used by Verizon to conduct its own Loop testing. The Covista-provided test head must satisfy the same NEBS requirements that Verizon imposes on its own test head equipment or the test head equipment of any Verizon Affiliate, and may not interrupt the voice circuit to any greater degree than a conventional ML T test. Specifically, the Covista-provided test equipment may not interrupt an in-progress voice connection and must automatically restore any circuits tested in intervals comparable to ML T. Verizon will inventory, control and maintain the Covista-provided test head, and will direct all required activity. Under either Splitter Option, if Verizon has installed its own test head, Verizon will conduct tests of the shared Loop using a Verizon-provided test head , and, upon request, will provide these test results to Covista during normal trouble isolation procedures in accordance with reasonable procedures. 1.4 Under either Splitter Option, upon request by Covista Verizon will make ML T access available to Covista via RET AS after the Service Order has been completed. Covista will utilize the circuit number to initiate a test. Where Verizon has deployed Wideband Test equipment (Le., Verizon-East), under either Splitter Option, upon request by Covista, Verizon shall perform a Wide band Test to diagnose troubles and provide Covista with the test results during the trouble shooting process. Charges for Wideband Testing are as set forth in the Pricing Attachment. In those serving End Offices where Verizon has not employed a POT Bay for interconnection of Covista s collocation arrangement with Verizon s network, Covista will not be permitted to supply its own test head. Instead, Verizon will make a testing system available to Covista through use of the on-line computer interface test system at www.verizon.com/wise. The Parties will continue to work cooperatively on testing procedures. To this end, in situations where Covista has attempted to use one or more of the foregoing testing options but is still unable to resolve the error or trouble on the shared Loop, Verizon and Covista will each dispatch a technician to an agreed-upon point to conduct a joint meet test to identify and resolve the error or trouble. Verizon may assess a charge for a misdirected dispatch only if the error or trouble is determined to be one that Covista should reasonably have been able to isolate and diagnose through one of the testing options available to Covista above. The Parties will mutually agree upon the specific procedures for conducting joint meet tests. Covista 10 Comprehensive Ver2.8 -doc 102 8.4 Verizon and Covista each have a responsibility to educate the Customer regarding which service provider should be called for problems with their respective service offerings. Verizon will retain primary responsibility for voice band trouble tickets, including repairing analog Voice Grade services and the physical line between the NID at the Custom er premises and the point of demarcation in the Central Office. Covista will be responsible for repairing services it offers over the Line Sharing arrangement. Each Party will be responsible for maintaining its own equipment. If a splitter or test head that Covista has provided to Verizon malfunctions, Covista shall provide a replacement splitter or test head to Verizon. Before either Party initiates any activity on a shared Loop that may cause a disruption of the service of the other Party, that Party shall first make a good faith effort to notify the other Party of the possibility of a service disruption. Verizon and Covista will work together to address Customer initiated repair requests and to prevent adverse impacts to the Customer. When Verizon provides Inside Wire maintenance services to the Customer, Verizon will only be responsible for testing and repairing the Inside Wire for voice-grade services. Verizon will not test, dispatch a technician , repair, or upgrade Inside Wire to clear trouble calls associated with Covista s Advanced Services. Verizon will not repair any CPE provided by Covista. Before a trouble ticket is issued to Verizon , Covista shall validate whether the Customer is experiencing a trouble that arises from Covista s service. If the problem reported is isolated to the analog voice-grade service provided by Verizon , a trouble ticket may be issued to Verizon. In the case of a trouble reported by the Customer on its Voice Grade service, if Verizon determines the reported trouble arises from Covista s equipment, splitter problems , or Covista s activities, Verizon will: Notify Covista and request that Covista immediately test the trouble on Covista s service. If the Customer's Voice Grade service is so degraded that the Customer cannot originate or receive Voice Grade calls and Covista has not cleared its trouble within a reasonable time frame, Verizon may take unilateral steps to temporarily restore the Customer s Voice Grade service if Verizon determines in good faith that the cause of the voice interruption is Covista s service. Where the Customer Voice Grade service is degraded by Covista s particular technology deployment, Verizon will, to the extent required by Applicable Law, establish before the Commission that Covista s particular technology deployment is causing the significant degradation and, upon Verizon having done so Covista will discontinue deployment (or use) of that technology and will migrate its Customers to technologies that will not significantly degrade the performance of other such services. Upon completion of the steps in Sections 4.1 and 2 of this Attachment, Verizon may temporarily remove the Covista-provided splitter from the Customer s Loop and Covista 10 Comprehensive Ver2.8 -doc 103 switch port if Verizon determines in good faith that the cause of the voice interruption is Covista s service. 6.4 Upon notification from Covista that the malfunction in Covista s service has been cleared , Verizon will restore Covista s service by restoring the splitter on the Customer's Loop. Upon completion of the above steps, Covista will be charged a Trouble Isolation Charge (TIC) to recover Verizon s costs of isolating and temporarily removing the malfunctioning Covista service from the Customer's line if the cause of the voice interruption was Covista s service. Verizon shall not be liable to Covista, the Customer, or any other person, for damages of any kind for disruptions to Covista s service that are the result of the above steps taken in good faith to restore the end user s voice-grade POTS service, and Covista shall indemnify Verizon from any Claims that result from such steps. Line Splitting CLECs may provide integrated voice and data services over the same Loop by engaging in "Line Splitting" as set forth in paragraph 18 of the FCC's Line Sharing Reconsideration Order (CC Docket Nos. 98-147, 96-98), released January 19, 2001. Any Line Splitting between two CLECs shall be accomplished by prior negotiated arrangement between those CLECs. To achieve a Line Splitting capability, CLECs may utilize supporting Verizon ass to order and combine in a Line Splitting configuration an unbundled xDSL Compatible Loop terminated to a collocated splitter and DSLAM equipment provided by a participating CLEC, unbundled circuit switching combined with shared transport, collocator-ta-collocator connections, and available cross-connects, under the terms and conditions set forth in their Interconnection Agreement(s). The participating CLECs shall provide any splitters used in a Line Splitting configuration. CLECs seeking to migrate existing UNE platform configurations to a Line Splitting configuration using the same Network Elements utilized in the pre-existing platform arrangement, or seeking to migrate a Line Sharing arrangement to a Line Splitting configuration using the existing Loop, a Verizon Local Switching Network Element, and the existing central office wiring configuration, may do so consistent with such implementation schedules, terms conditions and guidelines as are agreed upon for such migrations in the ongoing DSL Collaborative in the State of New York, NY PSG Case 00-C-0127, allowing for local jurisdictional and ass differences. Sub-Loop Subject to the conditions set forth in Section 1 of this Attachment and upon request by Covista, Verizon shall allow Covista to access Sub-Loops unbundled from local switching and transport, in accordance with the terms of this Section 6 and the rates and charges set forth in the Pricing Attachment. Verizon shall allow Covista access to Sub-Loops in accordance with, but only to the extent required by, Applicable Law. The available Sub- Loop types are as set forth below. Unbundled Sub-Loop Arrangement- Distribution (USLA). Subject to the conditions set forth in Section 1 of this Attachment and upon request by Covista, Verizon shall provide Covista with access to a Sub-Loop Distribution Facility in accordance with, and subject to , the terms and provisions Covista 10 Comprehensive Ver2.8 -doc 104 of this Section 6., the rates set forth in the Pricing Attachment, and the rates, terms and conditions set forth in Verizon s applicable Tariffs. Verizon shall provide Covista with access to a Sub-Loop Distribution Facility in accordance with, but only to the extent required by, Applicable Law. 1.4 Covista may request that Verizon reactivate (if available) an unused drop and NID or provide Covista with access to a drop and NID that, at the time of Covista s request, Verizon is using to provide service to the Customer (as such term is hereinafter defined). Covista may obtain access to a Sub-Loop Distribution Facility only at an FDI, through any method required by Applicable Law, in addition to existing methods such as from a Telecommunications outside plant interconnection cabinet (TOPIC) or, if Covista is collocated at a remote terminal equipment enclosure and the FDI for such Sub-Loop Distribution Facility is located in such enclosure, from the collocation arrangement of Covista at such terminal. If Covista obtains access to a Sub-Loop Distribution Facility from a TOPIC, Covista shall install a TOPIC on an easement or Right of Way obtained by Covista within 100 feet of the Verizon FDI to which such Sub-Loop Distribution Facility is conneCted. A TOPIC must comply with applicable industry standards. Subject to the terms of applicable Verizon easements Verizon shall furnish and place an interconnecting cable between a Verizon FDI and a Covista TOPIC and Verizon shall install a termination block within such TOPIC. Verizon shall retain title to and maintain the interconnecting cable. Verizon shall not be responsible for building, maintaining or servicing the TOPIC and shall not provide any power that might be required by Covista for any of Covista electronics in the TOPIC. Covista shall provide any easement, Right of Way or trenching or supporting structure required for any portion of an interconnecting cable that runs beyond a Verizon easement. Covista may request from Verizon by submitting a loop make-up engineering query to Verizon, and Verizon shall provide to Covista, the following information regarding a Sub-Loop Distribution Facility that serves an identified Customer: the Sub-Loop Distribution Facility length and gauge; whether the Sub-Loop Distribution Facility has loading and bridged tap; the amount of bridged tap (if any) on the Sub- Loop Distribution Facility; and, the location of the FDI to which the Sub-Loop Distribution Facility is connected. To order access to a Sub-Loop Distribution Facility from a TOPIC, Covista must first request that Verizon connect the Verizon FDI to which the Sub-Loop Distribution Facility is connected to a Covista TOPIC. To make such a request, Covista must submit to Verizon an application (a "Sub-Loop Distribution Facility Interconnection Application ) that identifies the FDI at which Covista wishes to access the Sub-Loop Distribution Facility. A Sub-Loop Distribution Facility Interconnection Application shall state the location of the TOPIC, the size of the interconnecting cable and a description of the cable supporting structure. A Sub-Loop Distribution Facility Interconnection Application shall also include a five-year forecast of Covista s demand for access to Sub-Loop Distribution Facilities at the requested FDr. Covista must submit the application fee set forth in the Pricing Attachment attached hereto and Verizon s applicable Tariffs (a "Sub- Loop Distribution Facility Application Fee ) with Sub-Loop Distribution Covista 10 Comprehensive Ver2.8 -doc 105 Facility Interconnection Application. Covista must submit Sub-Loop Interconnection Applications to: Covista s Account Manager Within sixty (60) days after it receives a complete Sub-Loop Distribution Facility Interconnection Application for access to a Sub- Loop Distribution Facility and the Sub-Loop Distribution Facility Application Fee for such application, Verizon shall provide to Covista a work order that describes the work that Verizon must perform to provide such access (a "Sub-Loop Distribution Facility Work Order") and a statement of the cost of such work (a "Sub-Loop Distribution Facility Interconnection Cost Statement" Covista shall pay to Verizon fifty percent (50%) of the cost set forth in a Sub-Loop Distribution Facility Interconnection Cost Statement within sixty (60) days of Covista s receipt of such statement and the associated Sub-Loop Distribution Facility Work Order, and Verizon shall not be obligated to perform any of the work set forth in such order until Verizon has received such payment. A Sub-Loop Distribution Facility Interconnection Application shall be deemed to have been withdrawn if Covista breaches its payment obligation under this Section. Upon Verizon 's completion of the work that Verizon must perform to provide Covista with access to a Sub-Loop Distribution Facility, Verizon shall bill Covista, and Covista shall pay to Verizon , the balance of the cost set forth in the Sub-Loop Distribution Facility Interconnection Cost Statement for such access. After Verizon has completed the installation of the interconnecting cable to a Covista TOPIC and Covista has paid the full cost of such installation , Covista can request the connection of Verizon Sub-Loop Distribution Facilities to the Covista TOPIC. At the same time, Covista shall advise Verizon of the services that Covista plans to provide over the Sub-Loop Distribution Facility, request any conditioning of the Sub- Loop Distribution Facility and assign the pairs in the interconnecting cable. Covista shall run any crosswires within the TOPIC. If Covista requests that Verizon reactivate an unused drop and NID then Covista shall provide dial tone (or its DSL equivalent) on the Covista side of the applicable Verizon FDI at least twenty-four (24) hours before the due date. On the due date, a Verizon technician will run the appropriate cross connection to connect the Verizon Sub-Loop Distribution Facility to the Covista dial tone or equivalent from the TOPIC. If Covista requests that Verizon provide Covista with access to a Sub-Loop Distribution Facility that, at the time of Covista s request, Verizon is using to provide service to a Customer, then, after Covista has looped two interconnecting pairs through the TOPIC and at least twenty four (24) hours before the due date, a Verizon technician shall crosswire the dial tone from the Verizon central office through the Verizon side of the TOPIC and back out again to the Verizon FDI and Verizon Sub-Loop Distribution Facility using the "loop through" approach. On the due date , Covista shall disconnect Verizon s dial tone, crosswire its dial tone to the Sub-Loop Distribution Facility and submit Covista s long-term number portability request. Verizon will not provide access to a Sub-Loop Distribution Facility if Verizon is using the loop of which the Sub-Loop Distribution Facility is Covista 10 Comprehensive Ver2.8 -doc 106 a part to provide line sharing service to another CLEC or a service that uses derived channel technology to a Customer unless such other CLEC first terminates the Verizon-provided line sharing or such Customer first disconnects the service that utilizes derived channel technology. Verizon shall provide Covista with access to a Sub-Loop Distribution Facility in accordance with negotiated intervals Verizon shall repair and maintain a Sub-Loop Distribution Facility at the request of Covista and subject to the time and material rates set forth in Pricing Attachment and the rates, terms and conditions of Verizon s applicable Tariffs. Covista accepts responsibility for initial trouble isolation for Sub-Loop Distribution Facilities and providing Verizon with appropriate dispatch information based on its test results. If (a) Covista reports to Verizon a Customer trouble, (b) Covista requests a dispatch, (c) Verizon dispatches a technician, and (d) such trouble was not caused by Verizon Sub-Loop Distribution Facility facilities or equipment in whole or in part, Covista shall pay Verizon the charges set forth in the Pricing Attachment and Verizon s applicable Tariffs for time associated with said dispatch. In addition, these charges also apply when the Customer contact as designated by Covista is not available at the appointed time. If as the result of Covista instructions, Verizon is erroneously requested to dispatch to a site on Verizon company premises ("dispatch in ), the charges set forth in Pricing Attachment and Verizon s applicable Tariffs will be assessed per occurrence to Covista by Verizon. If as the result of Covista instructions, Verizon is erroneously requested to dispatch to a site outside of Verizon company premises ("dispatch out"), the charges set forth in Pricing Attachment and Verizon s applicable Tariffs will be assessed per occurrence to Covista by Verizon. Unbundled Feeder Sub-Loop - Element (UFSE). Subject to the conditions set forth in Section 1 of this Attachment and upon request by Covista, Verizon shall provide Covista with access to a Sub-Loop Feeder Facility in accordance with , and subject to, the terms and provisions of this Section 6., the rates and charges provided in the Pricing Attachment and the rates, terms and conditions of Verizon s applicable Tariffs. Covista may obtain access to a Sub-Loop FeederFacility through any method required by Applicable Law, in addition to existing methods such as from a Covista collocation arrangement in the Verizon End Office where such Sub-Loop Feeder Facility originates, in which case Verizon shall terminate a Sub-Loop Feeder Facility in an RTEE that subtends such End Office only if Covista has a collocation arrangement in such RTEE. Upon Covista s request, Verizon will connect a Sub-Loop Feeder Facility to a Covista collocation arrangement in the Verizon End Office where the Sub-Loop Feeder Facility originates and to either a Covista collocation arrangement in the Verizon RTEE that subtends such End Office or a Telecommunications Carrier Outside Plant Cabinet (such a cabinet, a TOPIC") located within 100 feet of the FDI that subtends the End Office and that Covista has established in accordance with, and subject to the terms and provisions of, an agreement between Verizon and Covista that governs the establishment of such TOPIC. Verizon Covista ID Comprehensive Ver2.8 -doc 107 2.4 shall connect a Sub-Loop Feeder Facility to the point of termination bay of a Covista collocation arrangement in a Verizon Central Office or to a Covista TOPIC, by installing appropriate cross connections and Verizon shall be solely responsible for installing such cross connections. Covista may obtain access to a Sub-Loop Feeder Facility between an End Office and an RTEE or an FDI only if DS1 or DS3-capable transmission facilities are available and not in use between such office and RTEE or FDI. Covista shall run any crosswires within a Covista physical collocation arrangement and a Covista TOPIC and Covista will have sole responsibility for identifying to Verizon where a Sub-Loop Feeder Facility should be connected to a Covista collocation arrangement. Covista shall be solely responsible for providing power and space for any cross connects and other equipment that Verizon installs in a TOPIC, and Covista shall not bill Verizon, and Verizon shall not pay Covista, for providing such power and space. Verizon shall not be obligated to provide to Covista any multiplexing at an RTEE or at a TOPIC. If Covista requests access to a Sub-Loop Feeder Facility and a Sub-Loop Distribution Facility that are already combined, such combination shall be deemed to be a loop and Verizon shall provide such loop to Covista in accordance with, but only to the extent required by, the terms, provisions and rates in this Agreement that govern loops, if any. Verizon shall provide Covista with access to Sub-Loop Feeder Facility in accordance with negotiated intervals. Verizon shall repair and maintain a Sub-Loop Feeder Facility at the request of Covista and subject to the time and material rates set forth in the Pricing Attachment and the rates, terms and conditions of Verizon s applicable Tariffs. Covista may not rearrange, disconnect, remove or attempt to repair or maintain any Verizon eq uipment or facilities without the prior written consent of Verizon. Covista accepts responsibility for initial trouble isolation for Sub-Loop Feeder Facilities and providing Verizon with appropriate dispatch information based on its test results. If (a) Covista reports to Verizon a trouble, (b) Covista requests a dispatch , (c) Verizon dispatches a technician, and (d) such trouble was not caused by Sub-Loop Feeder Facilities or equipment in whole or in part, then Covista shall pay Verizon the charges set forth in Pricing Attachment and Verizon s applicable Tariffs for time associated with said dispatch. In addition, these charges also apply when a Covista contact as designated by Covista is not available at the appointed time. If as the result of Covista instructions, Verizon is erroneously requested to dispatch to a site on Verizon company premises ("dispatch in ), the charges set forth in Pricing Attachment and Verizon s applicable Tariffs will be assessed per occurrence to Covista by Verizon. If as the result of Covista instructions, Verizon is erroneously requested to dispatch to a site outside of Verizon company premises ("dispatch out"), the charges set forth in Pricing Attachment and Verizon s applicable Tariffs will be assessed per occurrence to Covista byVerizon. Collocation in Remote Terminals. To the extent required by Applicable Law, Verizon shall allow Covista to collocate Covista 10 Comprehensive Ver2.8 -doc 108 equipment in a Verizon remote terminal equipment enclosure in accordance with, and subject to, the rates, terms and conditions set forth in the Collocation Attachment and the Pricing Attachment. Inside Wire House and Riser. (This Section Intentionally Left Blank). Dark Fiber Subject to the conditions set forth in Section 1 of this Attachment and upon request by Covista, Verizon shall provide Covista with access to unbundled Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF in accordance with , and subject to, the rates, terms and conditions provided in the Pricing Attachment and rates, terms and conditions of Verizon s applicable Tariffs. Access to unbundled Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF will be provided by Verizon only where existing facilities are available. Access to Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF will be provided in accordance with but only to the extent required by, Applicable Law. Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF consist of Verizon optical transmission facilities without attached multiplexers, aggregation or other electronics. To the extent Verizon s Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF contain any lightwave repeaters (e., regenerators or optical amplifiers) installed thereon, Verizon shall not remove the same. Except as otherwise required by Applicable Law, the following terms and conditions apply to Verizon s Dark Fiber offerings. In addition to the other terms and conditions of this Agreement, the following terms and conditions shall apply to Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF: Verizon shall be required to provide a Dark Fiber Loop only where one end of the Dark Fiber Loop terminates at a Verizon accessible terminal in Verizon s Central Office that can be cross-connected to Covista collocation arrangement located in that same Verizon Central Office and the other end terminates at Verizon s accessible terminal located in Verizon s main termination point in the Customer premises in the same serving wire center. Verizon shall be required to provide a Dark Fiber Sub-Loop only where (1) one end of the Dark Fiber Sub-Loop terminates at Verizon s accessible terminal in Verizon s Central Office that can be cross-connected to Covista s collocation arrangement located in that same Verizon Central Office and the other end terminates at Verizon s accessible terminal at a Verizon remote terminal equipment enclosure that can be cross-connected to Covista s collocation arrangement or adjacent structure, or (2) one end of the Dark Fiber Sub-Loop terminates at Verizon s accessible terminal located at Verizon s main termination point located within the Customer premises and the other end terminates at Verizon accessible terminal at a Verizon remote terminal equipment enclosure that can be cross-connected to Covista s collocation arrangement or adjacent struCture, or (3) one end of the Dark Fiber Sub-Loop terminates at Verizon s accessible terminal at a Verizon remote terminal equipment enclosure that can be cross-connected to Covista s collocation arrangement or adjacent structure and the other Covista 10 Comprehensive Ver2.8 -doc 109 2.4 end terminates at Verizon s accessible terminal at another Verizon remote terminal equipment enclosure that can be cross-connected to Covista s collocation arrangement or adjacent structure. A Covista demarcation point at a Customer premises shall be established in the main telco room of the Customer premises if Verizon is located in that room or, if the building does not have a main telco room or if Verizon is not located in that room , then at a location to be determined by Verizon. A Covista demarcation point at a Customer premises shall be established at a location that is no more than thirty (30) feet from Verizon s accessible terminal on which the Dark Fiber Loop or Dark Fiber Sub-Loop terminates. Verizon shall connect a Dark Fiber Loop or Dark Fiber Sub-Loop to the Covista demarcation point by installing a fiber jumper no greater than thirty (30) feet in length. Covista may access a Dark Fiber Loop, a Dark Fiber Sub-Loop, or Dark Fiber IOF only at a pre-existing Verizon accessible terminal of such Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF, and Covista may not access a Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF at any other point, including, but not limited to, a splice point or case. Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF are not available to Covista unless such Dark Fiber Loops Dark Fiber Sub-Loops or Dark Fiber IOF are already terminated on an existing Verizon accessible terminal. Unused fibers located in a cable vault or a controlled environment vault, manhole or other location outside the Verizon Wire Center, and not terminated to a fiber patch panel, are not available to Covista. Except if and , to the extent required by, Applicable Law, Verizon will not perform splicing (e., introduce additional splice points or open existing splice points or cases) to accommodate Covista s request. Verizon shall perform all work necessary to install (1) a cross connect or a fiber jumper from a Verizon accessible terminal to a Covista collocation arrangement or (2) from a Verizon accessible terminal to Covista s demarcation point at a Customer premises or Covista Central Office. A "Dark Fiber Inquiry Form" must be submitted prior to submitting an ASR. Upon receipt of Covista s completed Dark Fiber Inquiry Form Verizon will initiate a review of its cable records to determine whether Dark Fiber Loop(s), Dark Fiber Sub-Loop(s) or Dark Fiber IOF may be available between the locations and in the quantities specified. Verizon will respond within fifteen (15) Business Days from receipt of the Covista s Dark Fiber Inquiry Form, indicating whether Dark Fiber Loop(s), Dark Fiber Sub-Loop(s) or Dark Fiber IOF may be available (if so available, an "Acknowledgement") based on the records search except that for voluminous requests or large , complex projects Verizon reserves the right to negotiate a different interval. The Dark Fiber Inquiry is a record search and does not guarantee the availability of Dark Fiber Loop(s), Dark Fiber Sub-Loop(s) or Dark Fiber IOF. Where a direct Dark Fiber IOF route is not available, Verizon will provide, where available, Dark Fiber IOF via a reasonable indirect route that passes through intermediate Verizon Central Offices at the rates set forth in the Pricing Attachment. Verizon reserves the right to limit the number of intermediate Verizon Central Offices on an indirect route consistent with limitations in Verizon s network design and/or Covista 10 Comprehensive Ver2.8 -doc 110 prevailing industry practices for optical transmission applications. Any limitations on the number of intermediate Verizon Central Offices will be discussed with Covista. If access to Dark Fiber IOF is not available, Verizon will notify Covista, within fifteen (15) Business Days that no spare Dark Fiber IOF is available over the direct route nor any reasonable alternate indirect route, except that for voluminous requests or large, complex projects, Verizon reserves the right to negotiate a different interval. Where no available route was found during the record review, Verizon will identify the first blocked segment on each alternate indirect route and which segment(s) in the alternate indirect route are available prior to encountering a blockage on that route, at the rates set forth in the Pricing Attachment. 8.2. 8.2. 5.4 Covista 10 Comprehensive Ver2.8 -doc Covista shall indicate on the Dark Fiber Inquiry Form whether the available Dark Fiber should be reserved, at the rates set forth in the Pricing Attachment, pending receipt of an order for the Dark Fiber. Upon request from Covista as indicated on the Dark Fiber Inquiry Form, Verizon shall hold such requested Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber 'OF for Covista use for ten (10) Business Days from Covista s receipt of Acknowledgement and may not allow any other party (including Verizon) to use such fiber during that time pe riod. Covista shall submit an order for the reserved Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF as soon as possible using the standard ordering process or parallel provisioning process as described in Section 8.5. The standard ordering process shall be used when Covista does not have additional requirements for collocation. The parallel provisioning process shall be used when Covista requires new collocation facilities or changes to existing collocation arrangements. If no order is received from Covista for the reserved Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber 'OF within ten (10) Business Days from Covista s receipt of Acknowledgement, Verizon shall return to spare the reserved Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF that Verizon previously notified Covista are available. Should Covista submit an order to Verizon after the ten (10) Business Day reservation period for access to a Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber 'OF that Verizon has previously notified Covista was available Covista assumes all risk that such Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF will no longer be available. Upon Covista s request, the Parties will conduct parallel provisioning of collocation and Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF in accordance with the following terms and conditions: Covista will use existing interfaces and Verizon current applications and order forms to request 111 Covista 10 Comprehensive Ver2.8 -doc collocation and Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF. Verizon will parallel process Covista s requests for collocation, including augments , and Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF. Before Covista submits a request for parallel provisioning of collocation and Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF, Covista will: submit a Dark Fiber Inquiry Form and receive an Acknowledgement from Verizon; and 3.2 submit a collocation application for the Verizon Central Office(s) where the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF terminates and receive confirmation from Verizon that Covista s collocation application has been accepted. 5.4 Covista will prepare requests for parallel provisioning of collocation and Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF in the manner and form reasonably specified by Verizon. If Verizon rejects Covista s Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF request, Covista may cancel its collocation application within five (5) Business Days of such rejection and receive a refund of the collocation application fee paid by Covista, less the costs Verizon incurred to date. If Verizon accepts Covista s Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF request Verizon will parallel provision the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF to a temporary location in Verizon s Central Office(s). Verizon will charge and Covista will pay for parallel provisioning of such Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF at the rates specified in the Pricing Attachment beginning on the date that Verizon accepts each Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF request. Within ten (10) days after Verizon completes a Covista collocation application, Covista shall submit a Dark Fiber change request to reposition Dark Fiber Loop, Dark Fiber Sub- 112 8.2. 8.2. 8.2. Loop or Dark Fiber IOF from the temporary location in that Verizon Central Office(s) to the permanent location at Covista s collocation arrangement in such Verizon Central Office(s). Covista will prepare such request(s) in the manner and form specified by Verizon. If Covista cancels its collocation application Covista must also submit a cancellation for the unbundled Dark Fiber Loop, Dark Fiber Sub- Loop or Dark Fiber IOF provisioned to the temporary location in the Verizon Central Office(s). Covista shall order Dark Fiber Loops, Dark Fiber Sub-Loops or Dark Fiber IOF by sending to Verizon a separate ASR for each A to Z route. Where a collocation arrangement can be accomplished in a Verizon premises, access to Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF that terminate in a Verizon premises must be accomplished via a collocation arrangement in that Verizon premises. In circumstances where a collocation arrangement cannot be accomplished in a Verizon premises, the Parties agree to negotiate for possible alternative arrangements. A Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF will be offered to Covista in the condition that it is available in Verizon network at the time that Covista submits its request (Le. , " as is ). In addition, Verizon shall not be required to convert lit fiber to a Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF for Covista s use. Spare wavelengths on fiber strands, where Wave Division Multiplexing (WDM) or Dense Wave Division Multiplexing (DWDM) equipment is deployed, are not considered to be Dark Fiber Loops, Dark Fiber Sub- Loops or Dark Fiber IOF , and, therefore, will not be offered to Covista as Dark Fiber Loops, Dark Fiber Sub-Loops or Dark Fiber IOF. Fiber that has been assigned to fulfill a Customer order for maintenance purposes or for Verizon s lit fiber optic systems will not be offered to Covista as Dark Fiber Loops, Dark Fiber Sub-Loops or Dark Fiber IOF. Covista shall be responsible for providing all transmission , terminating and lightwave repeater equipment necessary to light and use Dark Fiber Loops, Dark Fiber Sub-Loops, or Dark Fiber IOF. Covista may not resell Dark Fiber Loops, Dark Fiber Sub-Loops or Dark Fiber IOF , purchased pursuant to this Agreement to third parties. Except to the extent that Verizon is required by Applicable Law to provide Dark Fiber Loops, Dark Fiber Sub-Loops or Dark Fiber IOF to Covista for use for Special or Switched Exchange Access Services, Covista shall not use Dark Fiber Loops, Dark Fiber Sub-Loops or Dark Fiber IOF, for Special or Switched Exchange Access Services. In order to preserve the efficiency of its network, Verizon may, upon a showing of need to the Commission , limit Covista to leasing up to a Covista ID Comprehensive Ver2.8 -doc 113 maximum of twenty-five percent (25%) of the Fiber Loops, Fiber Sub- Loops or Fiber IOF in any given segment of Verizon s network. In addition, except as otherwise required by Applicable Law, Verizori may take any of the following actions, notwithstanding anything to the contrary in this Agreement: 14.Revoke Dark Fiber Loops, Da'rk Fiber Sub-Loops or Dark Fiber IOF leased to Covista upon a showing of need to the Commission and twelve (12) months' advance written notice to Covista; and 14.Verizon reserves and shall not waive, Verizon s right to claim before the Commission that Verizon should not have to fulfill a Covista order for Dark Fiber Loops, Dark Fiber Sub-Loops, or Dark Fiber IOF because that request would strand an unreasonable amount of fiber capacity, disrupt or degrade service to Customers or carriers other than Covista, or impair Verizon s ability to meet a legal obligation. Except as expressly set forth in this Agreement, Covista may not reserve Dark Fiber Loops, Dark Fiber Sub-Loops or Dark Fiber IOF. Covista shall be solely responsible for: (a) determining whether or not the transmission characteristics of the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF accommodate the requirements of Covista; (b) obtaining any Rights of Way, governmental or private property permit, easement or other authorization or approval required for access to the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF; (c) installation of fiber optic transmission equipment needed to power the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF to transmit Telecommunications Services traffic; (d) installation of a demarcation point in a building where a Customer is located; and (e) except as set forth with respect to the parallel provisioning process addressed above, Covista s collocation arrangements with any proper optical cross connects or other equipment that Covista needs to access Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF before it submits an order for such access. Covista hereby represents and warrants that it shall have all such rights of way, authorizations and the like applicable to the geographic location at which it wishes to establish a demarcation point for a Dark Fiber Loop, Dark Fiber Sub- Loop or Dark Fiber IOF, on or before the date that Covista places an order for the applicable Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF, and that it shall maintain the same going forward. Covista is responsible for trouble isolation before reporting trouble to Verizon. Verizon will restore continuity to Dark Fiber Loops, Dark Fiber Sub-Loops and Dark Fiber IOF that have been broken. Verizon will not repair a Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber 'OF that is capable of transmitting light, even if the transmission characteristics of the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF have changed. Covista is responsible for all work activities at the Customer premises. Except as otherwise required by Applicable Law, all negotiations with the premises owner are solely the responsibility of Covista. Covista 10 Comprehensive Ver2.8 -doc 114 Covista may request the following, which shall be provided on a time and materials basis (as set forth in the Pricing Attachment): 19. 19. Network Interface Device A fiber layout map that shows the streets within a Verizon Wire Center where there are existing Verizon fiber cable sheaths. Verizon shall provide such maps to Covista subject to the agreement of Covista, in writing, to treat the maps as confidential and to use them for preliminary design purposes only. Covista acknowledges that fiber layout maps do not show whether cr not spare Dark Fiber Loops, Dark Fiber Sub-Loops, or Dark Fiber IOF are available. Verizon shall provide fiber layout maps to Covista subject to a negotiated interval. A field survey that shows the availability of Dark Fiber Loop(s), Dark Fiber Sub-Loop(s) or Dark Fiber IOF between two or more Verizon Central Offices, a Verizon Central Office and a Covista Central Office or a Verizon End Office and the premises of a Customer, shows whether or not such Dark Fiber Loop(s), Dark Fiber Sub-Loop(s), or Dark Fiber IOF are defective, shows whether or not such Dark Fiber Loop(s), Dark Fiber Sub-Loop(s) or Dark Fiber IOF have been used by Verizon for emergency restoration activity and tests the transmission characteristics of Verizon s Dark Fiber Loop(s), Dark Fiber Sub-Loop(s) or Dark Fiber IOF. If a field survey shows that a Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF is available, Covista may reserve the Dark Fiber Loop, Dark Fiber Sub- Loop or Dark Fiber IOF, as applicable, for ten (10) Business Days from receipt of Verizon s field survey results. If Covista submits an order for access to such Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF after passage of the foregoing ten (10) Business Day reservation period Verizon does not guarantee or oorrant the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF will be available when Verizon receives such order, and Covista assumes all risk that the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF will not be available. Verizon shall perform a field survey subject to a negotiated interval. If a Covista submits an order for a Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF without first obtaining the results of a field survey of such Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber OF, Covista assumes all risk that the Dark Fiber Loop, Dark Fiber Sub-Loop or Dark Fiber IOF will not be compatible with Covista s equipment, including, but not limited to , order cancellation charges. Subject to the conditions set forth in Section 1 of this Attachment and upon request by Covista, Verizon shall permit Covista to connect a Covista Loop to the Inside Wiring of a Customer s premises through the use of a Verizon NID in accordance with this Section 9 and the rates and charges provided in the Pricing Attachment. Verizon shall provide Covista with access to NIDs in accordance with, but only to the extent required by, Applicable Law. Covista may access Verizon NID either by means of a connection (but only if the use of such Covista 10 Comprehensive Ver2.8 -doc 115 connection is technically feasible) from an adjoining Covista NID deployed by Covista or, if an entrance module is available in the Verizon NID , by connecting a Covista Loop to the Verizon NID. When necessary, Verizon will rearrange its facilities to provide access to an existing Customer s Inside Wire. An entrance module is available only if facilities are not connected to it. In no case shall Covista access, remove, disconnect or in any other way rearrange Verizon s Loop facilities from Verizon s NIDs, enclosures, or protectors. In no case shall Covista access, remove, disconnect or in any other way rearrange, a Customer s Inside Wiring from Verizon s NIDs, enclosures, or protectors where such Customer Inside Wiring is used in the provision of ongoing Telecommunications Service to that Customer. 9.4 In no case shall Covista remove or disconnect ground wires from Verizon s NIDs enclosures, or protectors. In no case shall Covista remove or disconnect NID modules, protectors, or terminals from Verizon s NID enclosures. Maintenance and control of premises Inside Wiring is the responsibility of the Customer. Any conflicts between service providers for access to the Customer Inside Wiring must be resolved by the person who controls use of the wiring (e., the Customer). When Covista is connecting a Covista-provided Loop to the Inside Wiring of a Customer s premises through the Customer s side of the Verizon NID, Covista does not need to submit a request to Verizon and Verizon shall not charge Covista for access to the Verizon NID. In such instances, Covista shall comply with the provisions of Sections 9.2 through 9.7 of this Attachment and shall access the Customer s Inside Wire in the manner set forth in Section 9.8 of this Attachment. Due to the wide variety of NIDs utilized by Verizon (based on Customer size and environmental considerations), Covista may access the Customer s Inside Wiring, acting as the agent of the Customer by any of the following means: Where an adequate length of Inside Wiring is present and environmental conditions permit, Covista may remove the Inside Wiring from the Customer s side of the Verizon NID and connect that Inside Wiring to Covista s NID. Where an adequate length of Inside Wiring is not present or environmental conditions do not permit, Covista may enter the Customer side of the Verizon NID enclosure for the purpose of removing the Inside Wiring from the terminals of Verizon s NID and connecting a connectorized or spliced jumper wire from a suitable punch out" hole of such NID enclosure to the Inside Wiring within the space of the Customer side of the Verizon NID. Such connection shall be electrically insulated and shall not make any contact with the connection points or terminals within the Customer side of the Verizon NID. Covista may request Verizon to make other rearrangements to the Inside Wiring terminations or terminal enclosure on a time and materials cost basis to be charged to the requesting party (Le. Covista Covista 10 Comprehensive Ver2.8 -doc 116 10. its agent, the building owner or the Customer). If Covista accesses the Customer s Inside Wiring as described in this Section 9.3, time and materials charges will be billed to the requesting party (Le. Covista, its agent, the building owner or the Customer). 10. Unbundled Circuit Switching Elements Subject to the conditions set forth in Section 1 of this Attachment, Verizon shall make available to Covista the local circuit switching element and Tandem circuit switching element unbundled from transport, local Loop transmission , or other services, in accordance with this Section 10 and the rates and charges provided in the Pricing Attachment. Verizon shall provide Covista with access to the local circuit switching element and the Tandem circuit switching element in accordance with, but only to the extent required by, Applicable Law. Notwithstanding any other provision of this Agreement and, for the avoidance of any doubt, Covista shall not order and , Verizon shall not have any obligation to provide, any non-circuit switched elements (e., Verizon shall not be obligated to provide a packet switched element). Local Circuit Switching.10. 10. 10. 10. The unbundled local circuit switching element includes line side and trunk side facilities (e.g. line and trunk side Ports such as analog and ISDN line side Ports and DS1 trunk side Ports), plus the features, functions, and capabilities of the circuit switch. It consists of the line- side Port (including connection between a Loop termination and a circuit switch line card, telephone number assignment, basic intercept one primary directory listing, presubscription, and access to 911 operator services, and directory assistance), line and line group features (including all vertical features and line blocking options that the circuit switch and its associated deployed switch software are capable of providing and which are currently being offered to Verizon local exchange Customers), usage (including the connection of lines to lines, lines to trunks, trunks to lines, and trunks to trunks), and trunk features (including the connection between the trunk termination and a trunk card). Verizon shall offer, as an optional chargeable feature, usage tapes in accordance with Section 8 of the Additional Services Attachment. Covista may request activation or deactivation of features on a per- port basis at any time, and shall compensate Verizon for the non- recurring charges associated with processing the order. Covista may submit a Bona Fide Request in accordance with Section 14.3 of this Attachment for other circuit switch features and functions that the circuit switch is capable of providing, but which Verizon does not currently provide, or for customized routing of traffic other than operator services and/or directory assistance traffic. Verizon shall develop and provide these requested services where technically feasible with the agreement of Covista to pay the recurring and non- recurring costs of developing, installing, updating, providing and maintaining these services. 10.Network Design Request (NOR). Prior to submitting any order for unbundled local circuit switching (as a UNE or in combination with other UNEs), Covista shall complete the NOR process. As part Covista 10 Comprehensive Ver2.8 -doc 117