Common use of Assurance of Payment Clause in Contracts

Assurance of Payment. 3.1 Upon request by SBC ARKANSAS, CLEC will provide SBC ARKANSAS with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSAS. 3.2 Assurance of payment may be requested by SBC ARKANSAS if: 3.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a least twelve (12) consecutive months of timely payments to SBC ARKANSAS for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider, 3.2.2 in SBC ARKANSAS’ reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 CLEC fails to timely pay a bill rendered to CLEC by SBC ARKANSAS (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.4); or 3.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ option, consist of: 3.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS (“Cash Deposit”) or 3.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC ARKANSAS naming SBC ARKANSAS as the beneficiary thereof and otherwise in form and substance satisfactory to SBC ARKANSAS (“Letter of Credit”). 3.4 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSAS, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS under this Agreement. 3.5 To the extent that SBC ARKANSAS elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 A Cash Deposit will accrue simple interest; however, SBC ARKANSAS will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,or 3.2.2 7.2.2 in SBC ARKANSAS’ SBC-12STATE’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's▇▇▇▇▇'▇, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.49.3); or 3.2.4 7.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ SBC-12STATE’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC-12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC-12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASSBC-12STATE, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS SBC-12STATE under this Agreement. 3.5 7.3.3.1 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount that would exceed one (1) month’s projected bill for CLEC’s initial market entry; provided, however, that after three (3) months of operation, SBC- SWBT may request assurance of payment of charges reasonably anticipated by SBC- SWBT to be incurred in Arkansas in an amount not to exceed two times projected average monthly billing to CLEC. 7.3.3.2 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Oklahoma in an amount that would exceed two times projected average monthly billing to CLEC. 7.4 To the extent that SBC ARKANSAS SBC-12STATE elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 7.5 A Cash Deposit will accrue interest at the rate of six percent (6%) simple interest; however, SBC ARKANSAS interest per annum. Interest will accrue on a Cash Deposit from the day after it is received by SBC-12STATE through the day immediately prior to the date the Cash Deposit is credited to ▇▇▇▇’▇ ▇▇▇▇(s) or returned to CLEC. SBC-12STATE will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC will provide SBC ARKANSAS SBC- 13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,or 3.2.2 7.2.2 in SBC ARKANSAS’ SBC-12STATE’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's▇▇▇▇▇'▇, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill two bills in 12 months rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.49.3); or 3.2.4 7.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ SBC-12STATE’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC- 12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC- 12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC-12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three two (32) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASSBC-12STATE, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS SBC-12STATE under this Agreement. 3.5 7.3.3.1 Notwithstanding anything else set forth in this Agreement, SBC-AMERITECH will not request assurance of payment of charges reasonably anticipated by SBC- AMERITECH to be incurred in Ohio in an amount that would exceed 230% of projected average monthly billing to CLEC. 7.3.3.2 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount that would exceed one (1) month’s projected bill for CLEC’s initial market entry; provided, however, that after three (3) months of operation, SBC-SWBT may request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount not to exceed two times projected average monthly billing to CLEC. 7.3.3.3 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Oklahoma in an amount that would exceed two times projected average monthly billing to CLEC. 7.4 To the extent that SBC ARKANSAS SBC-12STATE elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 7.5 A Cash Deposit will accrue interest at the rate of six percent (6%) simple interest; however, SBC ARKANSAS interest per annum. Interest will accrue on a Cash Deposit from the day after it is received by SBC-12STATE through the day immediately prior to the date the Cash Deposit is credited to ▇▇▇▇’▇ ▇▇▇▇(s) or returned to CLEC. SBC-12STATE will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSAS. 3.2 SBC- 13STATE in accordance with the terms of this Section. 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,or 3.2.2 7.2.2 in SBC ARKANSAS’ SBC-12STATE’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an significant impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's▇▇▇▇▇'▇, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill ▇▇▇▇ rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill ▇▇▇▇ that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.4); or9.3) within seven (7) business days after CLEC receives notice of late payment from SBC-12STATE; 3.2.4 7.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 Unless otherwise agreed by 7.2.5 So long as CLEC maintains timely compliance with its payment obligations, SBC-12STATE will not increase the Partiesdeposit amount required. If CLEC fails to maintain timely compliance with its payment obligations, SBC–12STATE reserves the assurance of payment will, at SBC ARKANSAS’ option, consist of: 3.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS (“Cash Deposit”) or 3.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC ARKANSAS naming SBC ARKANSAS as the beneficiary thereof and otherwise in form and substance satisfactory to SBC ARKANSAS (“Letter of Credit”). 3.4 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSAS, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS under this Agreement. 3.5 To the extent that SBC ARKANSAS elects right to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest additional deposit(s) in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdictionaccordance with this Section 7. 3.6 A Cash Deposit will accrue simple interest; however, SBC ARKANSAS will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,or 3.2.2 7.2.2 in SBC ARKANSAS’ SBC-12STATE’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's▇▇▇▇▇'▇, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.49.3); or 3.2.4 7.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ SBC-12STATE’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC-12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC- 12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASSBC- 12STATE, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS SBC-12STATE under this Agreement. 3.5 7.3.3.1 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount that would exceed one (1) month’s projected bill for CLEC’s initial market entry; provided, however, that after three (3) months of operation, SBC-SWBT may request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount not to exceed two times projected average monthly billing to CLEC. 7.3.3.2 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Oklahoma in an amount that would exceed two times projected average monthly billing to CLEC. 7.4 To the extent that SBC ARKANSAS SBC-12STATE elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 7.5 A Cash Deposit will accrue interest at the rate of six percent (6%) simple interest; however, SBC ARKANSAS interest per annum. Interest will accrue on a Cash Deposit from the day after it is received by SBC-12STATE through the day immediately prior to the date the Cash Deposit is credited to ▇▇▇▇’▇ ▇▇▇▇(s) or returned to CLEC. SBC- 12STATE will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC in accordance with this provision, LEVEL 3 will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC LEVEL 3 had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for undisputed charges and/or appropriate escrow payments pursuant to Section 8 for disputed charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,by LEVEL 3 or 3.2.2 in SBC ARKANSAS’ reasonable judgment, at the Effective Date or 7.2.2 at any time thereafteron or after the Effective Date, there has been an impairment of the established credit, financial health, or credit worthiness of CLECLEVEL 3 as compared to its status on August 1, 2004. Such impairment will be determined from information available from financial sources, including but not limited to Moody's, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC LEVEL 3 that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 CLEC 7.2.3 LEVEL 3 fails to timely pay a bill rendered to CLEC LEVEL 3 by SBC ARKANSAS SBC-12STATE (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC LEVEL 3 has complied with all requirements set forth in Section 9.4); 9.3) or 3.2.4 CLEC 7.2.4 to the extent consistent with applicable law, LEVEL 3 admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ LEVEL 3’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC-12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC-12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-non- recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASSBC-12STATE, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS SBC-12STATE under this Agreement. Where LEVEL 3 has actual ▇▇▇▇▇▇▇▇ from SBC- 12STATE for such functions, facilities, products or services under this Agreement for the three (3) months prior to SBC-12STATE’s request for a deposit, the actual amount of those ▇▇▇▇▇▇▇▇ shall be used as the deposit amount. 3.5 7.3.3.1 Notwithstanding anything else set forth in this Agreement, SBC SOUTHWEST REGION 5-STATE will not request assurance of payment of charges reasonably anticipated by SBC SOUTHWEST REGION 5-STATE to be incurred in Arkansas in an amount that would exceed one (1) month’s projected bill for LEVEL 3’s initial market entry; provided, however, that after three (3) months of operation, SBC SOUTHWEST REGION 5-STATE may request assurance of payment of charges reasonably anticipated by SBC SOUTHWEST REGION 5-STATE to be incurred in Arkansas in an amount not to exceed two times projected average monthly billing to LEVEL 3, which shall be determined when possible by reference to actual ▇▇▇▇▇▇▇▇ from SBC SOUTHWEST REGION 5-STATE to LEVEL 3 for functions, facilities, products or services provided under this Agreement for the two (2) months prior to SBC SOUTHWEST REGION 5-STATE’s request. 7.3.3.2 Notwithstanding anything else set forth in this Agreement, SBC SOUTHWEST REGION 5-STATE will not request assurance of payment of charges reasonably anticipated by SBC SOUTHWEST REGION 5-STATE to be incurred in Oklahoma in an amount that would exceed two times projected average monthly billing to LEVEL 3. 7.4 To the extent that SBC ARKANSAS LEVEL 3 elects to require provide a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 7.5 A Cash Deposit will accrue simple interest; however, SBC ARKANSAS interest at the rate established by the respective state commission. Interest will accrue on a Cash Deposit from the day after it is received by SBC-12STATE through the day immediately prior to the date the Cash Deposit is credited to LEVEL 3’s bill(s) or returned to LEVEL 3. SBC-12STATE will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,or 3.2.2 7.2.2 in SBC ARKANSAS’ SBC-12STATE’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's▇▇▇▇▇'▇, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill ▇▇▇▇ rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill ▇▇▇▇ that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.49.3); or 3.2.4 7.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ SBC-12STATE’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC ARKANSAS SBC-12STATE naming SBC ARKANSAS the SBC-owned ILEC(s) designated by SBC-12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC-12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASSBC-12STATE, for the Interconnection, Resale Services, 251(c)(3) Lawful Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS SBC-12STATE under this Agreement. 3.5 7.3.3.1 Notwithstanding anything else set forth in this Agreement, SBC SOUTHWEST REGION 5-STATE will not request assurance of payment of charges reasonably anticipated by SBC SOUTHWEST REGION 5-STATE to be incurred in Arkansas in an amount that would exceed one (1) month’s projected ▇▇▇▇ for CLEC’s initial market entry; provided, however, that after three (3) months of operation, SBC SOUTHWEST REGION 5-STATE may request assurance of payment of charges reasonably anticipated by SBC SOUTHWEST REGION 5-STATE to be incurred in Arkansas in an amount not to exceed two times projected average monthly billing to CLEC. 7.3.3.2 Notwithstanding anything else set forth in this Agreement, SBC SOUTHWEST REGION 5-STATE will not request assurance of payment of charges reasonably anticipated by SBC SOUTHWEST REGION 5-STATE to be incurred in Oklahoma in an amount that would exceed two times projected average monthly billing to CLEC. 7.4 To the extent that SBC ARKANSAS SBC-12STATE elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 7.5 A Cash Deposit will accrue simple interest; , however, SBC ARKANSAS SBC-12STATE will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS 7.6 SBC-12STATE may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P.: 7.1 7.6.1 CLEC owes SBC ARKANSAS SBC-12STATE undisputed charges under this Agreement that are more than thirty (30) calendar days past due; orthirty

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, in accordance with this provision, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for undisputed charges and/or appropriate escrow payments pursuant to Section 8 for disputed charges incurred as a CLEC; or where by CLEC is doing or has done business as a local service provider,or 3.2.2 in SBC ARKANSAS’ reasonable judgment, at the Effective Date or 7.2.2 at any time thereafteron or after the Effective Date, there has been an impairment of the established credit, financial health, or credit worthiness of CLECCLEC as compared to its status on August 1, 2004. Such impairment will be determined from information available from financial sources, including but not limited to Moody's, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.4); 9.3) or 3.2.4 7.2.4 to the extent consistent with applicable law, CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ option, consist of: 3.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS (“Cash Deposit”) or 3.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC ARKANSAS naming SBC ARKANSAS as the beneficiary thereof and otherwise in form and substance satisfactory to SBC ARKANSAS (“Letter of Credit”). 3.4 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSAS, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS under this Agreement. 3.5 To the extent that SBC ARKANSAS elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 A Cash Deposit will accrue simple interest; however, SBC ARKANSAS will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,or 3.2.2 7.2.2 in SBC ARKANSAS’ SBC-12STATE’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's▇▇▇▇▇'▇, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill ▇▇▇▇ rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill ▇▇▇▇ that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.49.3); or 3.2.4 7.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ SBC-12STATE’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC-12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC-12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASSBC-12STATE, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS SBC-12STATE under this Agreement. 3.5 7.3.3.1 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount that would exceed one (1) month’s projected ▇▇▇▇ for CLEC’s initial market entry; provided, however, that after three (3) months of operation, SBC- SWBT may request assurance of payment of charges reasonably anticipated by SBC- SWBT to be incurred in Arkansas in an amount not to exceed two times projected average monthly billing to CLEC. 7.3.3.2 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Oklahoma in an amount that would exceed two times projected average monthly billing to CLEC. 7.4 To the extent that SBC ARKANSAS SBC-12STATE elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 7.5 A Cash Deposit will accrue interest at the rate of six percent (6%) simple interest; however, SBC ARKANSAS interest per annum. Interest will accrue on a Cash Deposit from the day after it is received by SBC-12STATE through the day immediately prior to the date the Cash Deposit is credited to ▇▇▇▇’▇ ▇▇▇▇(s) or returned to CLEC. SBC-12STATE will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,or 3.2.2 7.2.2 in SBC ARKANSAS’ SBC-12STATE’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.49.3); or 3.2.4 7.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ SBC-12STATE’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC-12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC-12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASSBC-12STATE, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS SBC-12STATE under this Agreement. 3.5 7.3.3.1 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount that would exceed one (1) month’s projected bill for CLEC’s initial market entry; provided, however, that after three (3) months of operation, SBC-SWBT may request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Arkansas in an amount not to exceed two times projected average monthly billing to CLEC. 7.3.3.2 Notwithstanding anything else set forth in this Agreement, SBC-SWBT will not request assurance of payment of charges reasonably anticipated by SBC-SWBT to be incurred in Oklahoma in an amount that would exceed two times projected average monthly billing to CLEC. 7.4 To the extent that SBC ARKANSAS SBC-12STATE elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 7.5 A Cash Deposit will accrue interest at the rate of six percent (6%) simple interest; however, SBC ARKANSAS interest per annum. Interest will accrue on a Cash Deposit from the day after it is received by SBC-12STATE through the day immediately prior to the date the Cash Deposit is credited to ▇▇▇▇’▇ ▇▇▇▇(s) or returned to CLEC. SBC-12STATE will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, in accordance with this provision, CLEC will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested by SBC ARKANSAS SBC-12STATE if: 3.2.1 7.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE for undisputed charges and/or appropriate escrow payments pursuant to Section 8 for disputed charges incurred as a CLEC; or where by CLEC is doing or has done business as a local service provider,or 3.2.2 in SBC ARKANSAS’ reasonable judgment, at the Effective Date or 7.2.2 at any time thereafteron or after the Effective Date, there has been an impairment of the established credit, financial health, or credit worthiness of CLECCLEC as compared to its status on August 1, 2004. Such impairment will be determined from information available from financial sources, including but not limited to Moody's, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 7.2.3 CLEC fails to timely pay a bill rendered to CLEC by SBC ARKANSAS SBC-12STATE (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.4); 9.3) or 3.2.4 7.2.4 to the extent consistent with applicable law, CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ CLEC’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC-12STATE as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC-12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSAS, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS under this Agreement. 3.5 To the extent that SBC ARKANSAS elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 A Cash Deposit will accrue simple interest; however, SBC ARKANSAS will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; orthree

Assurance of Payment. 3.1 Upon request by SBC ARKANSASMISSOURI, CLEC will provide SBC ARKANSAS MISSOURI with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASMISSOURI. 3.2 Assurance of payment may be requested by SBC ARKANSAS MISSOURI if: 3.2.1 at the Effective Date CLEC had not already established satisfactory credit by having made a least twelve (12) consecutive months of timely payments to SBC ARKANSAS MISSOURI for charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider, 3.2.2 in SBC ARKANSAS’ MISSOURI’s reasonable judgment, at the Effective Date or at any time thereafter, there has been an impairment of the established credit, financial health, or credit worthiness of CLEC. Such impairment will be determined from information available from financial sources, including but not limited to Moody's▇▇▇▇▇'▇, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 CLEC fails to timely pay a bill ▇▇▇▇ rendered to CLEC by SBC ARKANSAS MISSOURI (except such portion of a bill ▇▇▇▇ that is subject to a good faith, bona fide dispute and as to which CLEC has complied with all requirements set forth in Section 9.4); or 3.2.4 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ MISSOURI’s option, consist of: 3.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS MISSOURI (“Cash Deposit”) or 3.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC ARKANSAS MISSOURI naming SBC ARKANSAS MISSOURI as the beneficiary thereof and otherwise in form and substance satisfactory to SBC ARKANSAS MISSOURI (“Letter of Credit”). 3.4 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSASMISSOURI, for the Interconnection, Resale Services, 251(c)(3) Lawful Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS MISSOURI under this Agreement. 3.5 To the extent that SBC ARKANSAS MISSOURI elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 A Cash Deposit will accrue simple interest; , however, SBC ARKANSAS MISSOURI will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS MISSOURI may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P.: 7.1 3.7.1 CLEC owes SBC ARKANSAS MISSOURI undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or 3.7.2 CLEC admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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; or 3.7.3 The expiration or termination of this Agreement. 3.8 If SBC MISSOURI draws on the Letter of Credit or Cash Deposit, upon request by SBC MISSOURI, CLEC will provide a replacement or supplemental letter of credit or cash deposit conforming to the requirements of Section 3.4. 3.9 Notwithstanding anything else set forth in this Agreement, if SBC MISSOURI makes a request for assurance of payment in accordance with the terms of this Section, then SBC MISSOURI shall have no obligation thereafter to perform under this Agreement until such time as CLEC has furnished SBC MISSOURI with the assurance of payment requested; provided, however, that SBC MISSOURI will permit CLEC a minimum of ten (10) Business Days to respond to a request for assurance of payment before invoking this Section. 3.9.1 If CLEC fails to furnish the requested adequate assurance of payment on or before the date set forth in the request, SBC MISSOURI may also invoke the provisions set forth in Section 14. 3.10 The fact that a Cash Deposit or Letter of Credit is requested by SBC MISSOURI shall in no way relieve CLEC from timely compliance with all payment obligations under this Agreement (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), nor does it constitute a waiver or modification of the terms of this Agreement pertaining to disconnection or re-entry for non-payment of any amounts required to be paid hereunder.

Assurance of Payment. 3.1 7.1 Upon request by SBC ARKANSASSBC-13STATE, CLEC in accordance with this provision, LEVEL 3 will provide SBC ARKANSAS SBC-13STATE with adequate assurance of payment of amounts due (or to become due) to SBC ARKANSASSBC-13STATE. 3.2 7.2 Assurance of payment may be requested request by SBC ARKANSAS ifSBC-12STATE separately with respect to a specific State if in that State: 3.2.1 7.2.1 at the Effective Date CLEC LEVEL 3 had not already established satisfactory credit by having made a at least twelve (12) consecutive months of timely payments to SBC ARKANSAS SBC-13STATE in that State for undisputed charges and/or appropriate escrow payments pursuant to Section 8 for disputed charges incurred as a CLEC; or where CLEC is doing or has done business as a local service provider,LEVEL 3 (with no more than two (2) valid past due notices for undisputed amounts within that twelve (12) month period), or 3.2.2 in SBC ARKANSAS’ reasonable judgment, at the Effective Date or 7.2.2 at any time thereafteron or after the Effective Date, there has been an a significant and material impairment of the established credit, financial health, or credit worthiness of CLECLEVEL 3 as compared to its status on the Effective Date August 1, 2004. Such impairment will be determined from information available from financial sources, including but not limited to Moody's, Standard and Poor's, and the Wall Street Journal. Financial information about CLEC LEVEL 3 that may be considered includes, but is not limited to, investor Page 13 of 533 Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. warning briefs, rating downgrades, and articles discussing pending credit problems, SBC will take into account the entirety of the circumstances and act in a in a commercially reasonable manner; or 3.2.3 CLEC 7.2.3 LEVEL 3 fails to timely pay a bill rendered to CLEC LEVEL 3 by SBC ARKANSAS SBC- 12STATE for the individual State (except such portion of a bill that is subject to a good faith, bona fide dispute and as to which CLEC LEVEL 3 has substantially complied with all requirements set forth in Section 9.49.3) provided that SBC-12STATE has likewise substantially complied with all requirements of this Agreement with respect to presentation of invoices and dispute resolution); or 3.2.4 CLEC 7.2.4 to the extent consistent with applicable law, LEVEL 3 admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to 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. 3.3 7.3 Unless otherwise agreed by the Parties, the assurance of payment will, at SBC ARKANSAS’ LEVEL 3’s option, consist of: 3.3.1 7.3.1 a cash security deposit in U.S. dollars held by SBC ARKANSAS SBC-12STATE (“Cash Deposit”) or 3.3.2 7.3.2 an unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to SBC-12STATE naming the SBC ARKANSAS naming SBC ARKANSAS owned ILEC(s) designated by SBC-12STATE for that State as the beneficiary beneficiary(ies) thereof and otherwise in form and substance satisfactory to SBC ARKANSAS SBC- 12STATE (“Letter of Credit”). 3.4 7.3.3 The Cash Deposit or Letter of Credit must be in an amount equal to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by SBC ARKANSAS, for the Interconnection, Resale Services, 251(c)(3) Unbundled Network Elements, Collocation or any other functions, facilities, products or services to be furnished by SBC ARKANSAS under this Agreement. 3.5 To the extent that SBC ARKANSAS elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction. 3.6 A Cash Deposit will accrue simple interest; however, SBC ARKANSAS will not pay interest on a Letter of Credit. 3.7 SBC ARKANSAS may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events: Interconnection Agreement-ARKANSAS/SOUTHWESTERN BELL TELEPHONE, L.P. 7.1 CLEC owes SBC ARKANSAS undisputed charges under this Agreement that are more than thirty (30) calendar days past due; orthree