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"?.: . ATBT Agreement Individual Case Basis Terms & Condit(ons For State Local Exchange Carrier Telco Services 3.4 Reaulatory Filina. This Agreement and each Pricing Schedule may be filed with the appropriate state commission. If approval is required and not obtained, then this Agreement and/or the applicable Pricing Schedule will immediately terminate, and Customer shall receive a refund of any non-recurring charge paid and pre-paid amounts for Services not received. 4. PRICING, PAYMENT AND BILLING 4.1 Pricin4 Schedule. For custom priced Services, unless otherwise stated in a Pricing Schedule and except in Connecticut (where custom prices are not only set forth in the Pricing Schedule but also contained in ICB Tariffs), the rates and charges stated in the Pricing Schedule are stabilized until the end of the Pricing Schedule Term, and apply in lieu of the corresponding rates and charges set forth in the Tariffs. For Services provided per Tariff pricing, during the Term, rates will not increase above monthly rates set forth in the Pricing Schedule and rate decreases will automatically be applied to the monthly rates. Pricing for any Services that are not listed in a Pricing Schedule will be as described in the Tariffs. 4.2 Discounts. Any discounted rates set forth or referenced in a Pricing Schedule are the only discounted rates applicable to the Services and will be applied to the Services in the manner and to the extent specified in the Tariffs. 4.3 Promotions/Credits/Waivers. Customer is eligible only for promotions, credits or waivers identified in the applicable Pricing Schedule. Unless otherwise stated in this Agreement or the applicable Pricing Schedule, any additional promotions, credits or waivers set out in the Tariffs will not apply. 4.4 CharQes. For Services provided under a custom pricing plan, Customer shall pay the non-recurring charge and/or monthly rate as listed in the applicable Pricing Schedule, which shall commence upon Cutover. 4.5 Pavment and Billina. Customer will pay AT&T (i) the monthly fees and nonrecurring charges set forth in the applicable Pricing Schedule (or at the charges set forth in the applicable Tariff), and (ii) applicable taxes, surcharges, and recovery fees (including universal service fees), and customs and duties. Except as otherwise provided in the applicable Pricing Schedule, (i) billing commences on Cutover; (ii) payment is due within 30 days after the date of invoice; and (iii) payment is subject to AT&T's credit requirements and AT&T may require a security deposit to ensure prompt payment. Customer will advise AT&T of any billing dispute within 30 days after receipt of invoice or the invoice shall be deemed correct. In addition to recovering attomeys' fees and costs of collection, AT&T may assess a late payment fee equal to as prescribed by the applicable Tariff for regulated Services. If Customer pays electronically, Customer agrees to pay using Automated Clearing House (ACH) which shall include remittance information. 5. GENERAL TERMS AND CONDITIONS 5.1 Term and Termination. This Agreement will start on the Effec6ve Date and remain in effect until terminated by either Party as provided herein (the "Term"). Each Pricing Schedule is coterminous with this Agreement, unless the Pricing Schedule specifies a different term. Upon expiration of the term specified, each Pricing Schedule shall remain in effect on a month-to-month basis at AT&T's then current monthly pricing. Customer, and AT&T (in the case of Services that are no longer under a term commitment), may terminate this Agreement or an Pricing Schedule without cause and for convenience upon 30 days' prior written notice. If Customer terminates a Service with a specified term or term commitment, in whole or in part, for convenience or AT&T terminates for Customer's default, on or after Cutover but before the scheduled completion of the Term, Customer shall pay the termination liability (i) specified in the Pricing Schedule; or (ii) if no termination liability is specified, an amount equal to (a) all unpaid non-recurring charges (excluding non-recurring charges that were waived or incorporated into the monthly recurring rates), (b) fifty percent (50%) of the recurring monthly charges rate for the terminated Service as set forth in the Pricing Schedule, multiplied by the number of months remaining in the term for the applicable Service at the point of termination, and (c) any special construction liabilities. 5.2 Termination for Breach. This Agreement (or applicable Pricing Schedule) may be terminated immediately by either Party or AT&T may suspend performance hereunder or thereunder, upon written notice to the other Party if the other Party (i) is in material breach (including but not limited to failure to make timely undisputed payments) and such failure or breach is not remedied within 30 days after the terminating Party provides written notice to the breaching Party specifically describing such breach; (ii) ceases to carry on business as a going concern, becomes the object of voluntary or involuntary bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of its assets; (iii) engages in fraud, criminal conduct, or willful misconduct; or (iv) breaches the confidentiality obligations under this CONF/DENT/AL /NFORMAT/ON Except with respect to Services provided in Ohio, this agreement is for use by authorized employees of the parties hereto only and is not for genera/ distribution within or outside their companies. Agreement for ICB State Local Exchange Telco Services Page 3 of 7 RBOC_reg 02/07/07 Iv9099