Common use of Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements Clause in Contracts

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to the applicable due date, advise the Billing Party in writing of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Party written notice of the amount disputed, specific details and reasons for disputing each item(including, without limitation, as applicable, the date of the ▇▇▇▇ in question, CBA/BAN number of the ▇▇▇▇, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), and pays to SBC-AMERITECH all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. 28.2.2.2 The Billed Party shall pay: (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 The escrow account must be an interest bearing account; 28.2.2.2.6 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 That none of the funds deposited into the escrow account or the interest earned thereon may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3; or 28.2.2.2.9.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.3. 28.2.2.3 Disputed Amounts in escrow shall be subject to interest as set forth in Section 27.13. 28.2.2.4 The Billed Party shall not be required to place Disputed Amounts in escrow, as required by Section 28.2.2.2, above, if: (i) the Billed Party does not have a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor within the twelve (12) months immediately preceding the date it notifies the Billing Party of its current billing dispute. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes any charges in accordance with Section 28.2, and any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released to the Billed Party, together with any accrued interest thereon, and any portion of the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; and

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ bill in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇bill, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the bill dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed AT&T standard bill dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 8.5.3.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 8.5.3.4.1 The escrow account must be an interest bearing account; 28.2.2.2.6 8.5.3.4.2 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 8.5.3.4.3 That none of the funds deposited into the escrow account or the interest earned thereon ▇▇▇▇▇▇▇ may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 8.5.3.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 8.5.3.5 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 8.5.3.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 8.5.3.5.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3Sections 9.5.1 or 9.6.1; or 28.2.2.2.9.3 8.5.3.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.39.6.1. 28.2.2.3 8.5.4 Disputed Amounts in escrow shall be subject to late payment charges/interest as set forth in Section 27.13. 28.2.2.4 The Billed Party shall not be required to place Disputed Amounts in escrowSections 8.2.1 and 8.2.2, as required by Section 28.2.2.2, above, if: (i) the Billed Party does not have a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor within the twelve (12) months immediately preceding the date it notifies the Billing Party of its current billing disputeapplicable. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes any charges in accordance with Section 28.2, and any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released to the Billed Party, together with any accrued interest thereon, and any portion of the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; and

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the ▇▇▇▇ dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed AT&T standard ▇▇▇▇ dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 8.5.3.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 8.5.3.4.1 The escrow account must be an interest bearing account; 28.2.2.2.6 8.5.3.4.2 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 8.5.3.4.3 That none of the funds deposited into the escrow account or the interest earned thereon may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 8.5.3.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 8.5.3.5 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 8.5.3.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 8.5.3.5.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3Sections 9.5.1 or 9.6.1; or 28.2.2.2.9.3 8.5.3.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.39.6.1. 28.2.2.3 8.5.4 Disputed Amounts in escrow shall be subject to late payment charges/interest as set forth in Section 27.13. 28.2.2.4 The Billed Party shall not be required to place Disputed Amounts in escrowSections 8.2.1 and 8.2.2, as required by Section 28.2.2.2, above, if: (i) the Billed Party does not have a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor within the twelve (12) months immediately preceding the date it notifies the Billing Party of its current billing disputeapplicable. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes any charges in accordance with Section 28.2, and any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released to the Billed Party, together with any accrued interest thereon, and any portion of the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; and

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ bill in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇bill, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the bill dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed AT&T standard bill dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all . Page 24 of the following criteria: 28.2.2.2.5 The escrow account must be an interest bearing account; 28.2.2.2.6 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 That none of the funds deposited into the escrow account or the interest earned thereon may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3; or 28.2.2.2.9.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.3. 28.2.2.3 Disputed Amounts in escrow shall be subject to interest as set forth in Section 27.13. 28.2.2.4 The Billed Party shall not be required to place Disputed Amounts in escrow, as required by Section 28.2.2.2, above, if: (i) the Billed Party does not have a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor within the twelve (12) months immediately preceding the date it notifies the Billing Party of its current billing dispute. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes any charges in accordance with Section 28.2, and any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released to the Billed Party, together with any accrued interest thereon, and any portion of the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; and357

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the ▇▇▇▇ dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed AT&T standard ▇▇▇▇ dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all . Page 24 of the following criteria: 28.2.2.2.5 The escrow account must be an interest bearing account; 28.2.2.2.6 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 That none of the funds deposited into the escrow account or the interest earned thereon may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3; or 28.2.2.2.9.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.3. 28.2.2.3 Disputed Amounts in escrow shall be subject to interest as set forth in Section 27.13. 28.2.2.4 The Billed Party shall not be required to place Disputed Amounts in escrow, as required by Section 28.2.2.2, above, if: (i) the Billed Party does not have a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor within the twelve (12) months immediately preceding the date it notifies the Billing Party of its current billing dispute. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes any charges in accordance with Section 28.2, and any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released to the Billed Party, together with any accrued interest thereon, and any portion of the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; and357

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ bill in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇bill, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the bill dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed AT&T standard bill dispute document. 28.2.2.2 8.5.2 Intentionally left blank 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts, except for Disputed Amounts arising from compensation for the termination of Section 251(b)(5) Traffic or ISP-Bound Traffic, into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; andand Page 27 of 301 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 8.5.3.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 8.5.3.4.1 The escrow account must be an interest bearing account; 28.2.2.2.6 8.5.3.4.2 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 8.5.3.4.3 That none of the funds deposited into the escrow account or the interest earned thereon ▇▇▇▇▇▇▇ may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 8.5.3.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 8.5.3.5 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 8.5.3.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 8.5.3.5.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3Sections 9.5.1 or 9.6.1; or 28.2.2.2.9.3 8.5.3.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.39.6.1. 28.2.2.3 8.5.4 Disputed Amounts in escrow shall be subject to late payment charges/interest as set forth in Section 27.13. 28.2.2.4 The Billed Party shall not be required to place Disputed Amounts in escrowSections 8.2.1 and 8.2.2, as required by Section 28.2.2.2, above, if: (i) the Billed Party does not have a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor within the twelve (12) months immediately preceding the date it notifies the Billing Party of its current billing disputeapplicable. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes any charges in accordance with Section 28.2, and any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released to the Billed Party, together with any accrued interest thereon, and any portion of the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; and

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ bill in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇bill, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the bill dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed SBC Texas standard bill dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 8.5.3.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 8.5.3.4.1 The escrow account must be an interest bearing account; 28.2.2.2.6 8.5.3.4.2 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 8.5.3.4.3 That none of the funds deposited into the escrow account or the interest earned thereon ▇▇▇▇▇▇▇ may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 8.5.3.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 8.5.3.5 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 8.5.3.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 8.5.3.5.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3Sections 9.5.1 or 9.6.1; or 28.2.2.2.9.3 8.5.3.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.39.6.1. 28.2.2.3 8.5.4 Disputed Amounts in escrow shall be subject to late payment charges/interest as set forth in Section 27.13Sections 8.2.1 and 8.2.2, as applicable. 28.2.2.4 The Billed 8.5.5 Limitation on Backbilling and Credit Claims # Conformed to Docket 28821 8.5.5.1 Notwithstanding anything to the contrary in this Agreement, a Party shall not be required entitled to place Disputed Amounts in escrowback-bill for or claim credit for any charges for services provided pursuant to this Agreement that are found to be unbilled, as required by Section 28.2.2.2under-billed or over- billed, above, if: (i) the Billed Party does not but only when such charges appeared or should have appeared on a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor bill dated within the twelve (12) months immediately preceding the date it notifies on which the Billing Party provided written notice to the Billed Party of the amount of the back- billing or the Billed Party provided written notice to the Billing Party of its current the claimed credit amount. The Parties agree that the twelve (12) month limitation on back- billing dispute. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions and credit claims set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes preceding sentence shall be applied prospectively only after the Effective Date of this Agreement, meaning that the twelve month period for any charges in accordance with Section 28.2, back-billing or credit claims may only include billing periods that fall entirely after the Effective Date of this Agreement and will not include any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure any billing period that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released began prior to the Billed PartyEffective Date of this Agreement. 8.5.5.2 Back-billing and credit claims, together with any accrued interest thereonas limited above, will apply to all Interconnection, Resale Services, Unbundled Network Elements, Collocation, facilities, functions, product and any portion of services purchased under this Agreement. Reciprocal Compensation is specifically excluded from this Section and is addressed separately in the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; andReciprocal Compensation Attachment.

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ bill in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇bill, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the bill dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed SBC Texas standard bill dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 8.5.3.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 8.5.3.4.1 The escrow account must be an interest bearing account; 28.2.2.2.6 8.5.3.4.2 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 8.5.3.4.3 That none of the funds deposited into the escrow account or the interest earned thereon ▇▇▇▇▇▇▇ may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 8.5.3.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 8.5.3.5 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 8.5.3.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 8.5.3.5.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3Sections 9.5.1 or 9.6.1; or 28.2.2.2.9.3 8.5.3.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.39.6.1. 28.2.2.3 8.5.4 Disputed Amounts in escrow shall be subject to late payment charges/interest as set forth in Section 27.13Sections 8.2.1 and 8.2.2, as applicable. 28.2.2.4 The Billed 8.5.5 Limitation on Backbilling and Credit Claims 8.5.5.1 Notwithstanding anything to the contrary in this Agreement, a Party shall not be required entitled to place Disputed Amounts in escrowback-bill for or claim credit for any charges for services provided pursuant to this Agreement that are found to be unbilled, as required by Section 28.2.2.2under-billed or over- billed, above, if: (i) the Billed Party does not but only when such charges appeared or should have appeared on a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor bill dated within the twelve (12) months immediately preceding the date it notifies on which the Billing Party provided written notice to the Billed Party of the amount of the back- billing or the Billed Party provided written notice to the Billing Party of its current the claimed credit amount. The Parties agree that the twelve (12) month limitation on back- billing dispute. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions and credit claims set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes preceding sentence shall be applied prospectively only after the Effective Date of this Agreement, meaning that the twelve month period for any charges in accordance with Section 28.2, back-billing or credit claims may only include billing periods that fall entirely after the Effective Date of this Agreement and will not include any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure any billing period that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released began prior to the Billed PartyEffective Date of this Agreement. 8.5.5.2 Back-billing and credit claims, together with any accrued interest thereonas limited above, will apply to all Interconnection, Resale Services, Unbundled Network Elements, Collocation, facilities, functions, product and any portion of services purchased under this Agreement. Reciprocal Compensation is specifically excluded from this Section and is addressed separately in the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; andReciprocal Compensation Attachment.

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ bill in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇bill, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the bill dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed SBC TEXAS standard bill dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 8.5.3.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 8.5.3.4.1 The escrow account must be an interest bearing account; 28.2.2.2.6 8.5.3.4.2 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 8.5.3.4.3 That none of the funds deposited into the escrow account or the interest earned thereon ▇▇▇▇▇▇▇ may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 8.5.3.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 8.5.3.5 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 8.5.3.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 8.5.3.5.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3Sections 9.5.1 or 9.6.1; or 28.2.2.2.9.3 8.5.3.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.39.6.1. 28.2.2.3 8.5.4 Disputed Amounts in escrow shall be subject to late payment charges/interest as set forth in Section 27.13Sections 8.2.1 and 8.2.2, as applicable. 28.2.2.4 The Billed 8.5.5 Limitation on Backbilling and Credit Claims # Conformed to Docket 28821 8.5.5.1 Notwithstanding anything to the contrary in this Agreement, a Party shall not be required entitled to place Disputed Amounts in escrowback-bill for or claim credit for any charges for services provided pursuant to this Agreement that are found to be unbilled, as required by Section 28.2.2.2under-billed or over- billed, above, if: (i) the Billed Party does not but only when such charges appeared or should have appeared on a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor bill dated within the twelve (12) months immediately preceding the date it notifies on which the Billing Party provided written notice to the Billed Party of the amount of the back- billing or the Billed Party provided written notice to the Billing Party of its current the claimed credit amount. The Parties agree that the twelve (12) month limitation on back- billing dispute. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions and credit claims set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes preceding sentence shall be applied prospectively only after the Effective Date of this Agreement, meaning that the twelve month period for any charges in accordance with Section 28.2, back-billing or credit claims may only include billing periods that fall entirely after the Effective Date of this Agreement and will not include any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure any billing period that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released began prior to the Billed PartyEffective Date of this Agreement. 8.5.5.2 Back-billing and credit claims, together with any accrued interest thereonas limited above, will apply to all Interconnection, Resale Services, Unbundled Network Elements, Collocation, facilities, functions, product and any portion of services purchased under this Agreement. Reciprocal Compensation is specifically excluded from this Section and is addressed separately in the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; andReciprocal Compensation Attachment.

Billing Disputes Related to Unpaid Disputed Amounts; Escrow Requirements. 28.2.2.1 8.5.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Billed Party”) shall, five (5) business days prior to on or before the applicable due date, advise the Billing Party in writing by using the standard document, if any, made available by the Billing Party, unless otherwise agreed, of the amounts it disputes (“Disputed Amounts”) and within ten (10) business days after the applicable due date give the Billed Billing Party written notice of the amount disputed, specific details and reasons for disputing each item(includingitem (including, without limitation, as applicable, the date of the ▇▇▇▇ bill in question, CBAquestion BAN/BAN invoice number of the ▇▇▇▇bill, the telephone number, customer code, circuit ID number or trunk number, the USOC information questioned), unless the Parties agree a lesser level of detail is necessary), and pays pay to SBC-AMERITECH the Billing Party all undisputed unpaid charges by their applicable due date. The notice shall be identified as arising under this Section 28.2.2. All disputes must be in good faith and have a reasonable basis. If the Billed Party determines that additional information should be submitted to the Billing Party to aid in the resolution of the bill dispute, then the Billed Party may submit the additional information in written form in conjunction with the completed SBC Texas standard bill dispute document. 28.2.2.2 8.5.2 Intentionally left blank. 8.5.3 The Billed Party shall pay: pay (i) when due, all undisputed amounts to the Billing Party, and (ii) within thirty (30) days after its written notice of dispute, except as otherwise provided in Section 28.2.2.4 8.7 below, place all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 28.2.2.2.1 8.5.3.1 The financial institution proposed as the third party escrow agent must be located within the continental United States;; GENERAL TERMS AND CONDITIONS /SOUTHWESTERN BELL TELEPHONE, L.P. 28.2.2.2.2 8.5.3.2 The financial institution proposed as the third party escrow agent may not be an affiliate of either Party; and 28.2.2.2.3 8.5.3.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) credit transactions transfers. 28.2.2.2.4 8.5.3.4 In addition to the foregoing requirements for the third party escrow agent, the disputing Party and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 28.2.2.2.5 8.5.3.4.1 The escrow account must be an interest bearing account; 28.2.2.2.6 8.5.3.4.2 All charges associated with opening and maintaining the escrow account will be borne by the disputing Party; 28.2.2.2.7 8.5.3.4.3 That none of the funds deposited into the escrow account or the interest earned thereon ▇▇▇▇▇▇▇ may be subjected to the financial institution’s charges for serving as the third party escrow agent; 28.2.2.2.8 8.5.3.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 28.2.2.2.9 8.5.3.5 Disbursements from the escrow account shall be limited to those: 28.2.2.2.9.1 8.5.3.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 28.2.2.2.9.2 8.5.3.5.2 made in accordance with the final, non-appealable order or award of an arbitrator appointed pursuant to the provisions of Section 28.3Sections 9.5.1 or 9.6.1; or 28.2.2.2.9.3 8.5.3.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter an arbitrator’s award pursuant to Section 28.39.6.1. 28.2.2.3 8.5.4 Disputed Amounts in escrow shall be subject to late payment charges/interest as set forth in Section 27.13Sections 8.2.1 and 8.2.2, as applicable. 28.2.2.4 The Billed 8.5.5 Limitation on Backbilling and Credit Claims 8.5.5.1 Notwithstanding anything to the contrary in this Agreement, a Party shall not be required entitled to place Disputed Amounts in escrowback-bill for or claim credit for any charges for services provided pursuant to this Agreement that are found to be unbilled, as required by Section 28.2.2.2under-billed or over- billed, above, if: (i) the Billed Party does not but only when such charges appeared or should have appeared on a proven history of late payments and has established a minimum of twelve (12) consecutive months good credit history with the Billing Party (prior to the date it notifies the Billing Party of its billing dispute), and (ii) the Billed Party has not filed more than three (3) previous billing disputes that were resolved in Billing Party’s favor bill dated within the twelve (12) months immediately preceding the date it notifies on which the Billing Party provided written notice to the Billed Party of the amount of the back- billing or the Billed Party provided written notice to the Billing Party of its current the claimed credit amount. The Parties agree that the twelve (12) month limitation on back- # Conformed to Docket 28821 Page 26 of 426 GENERAL TERMS AND CONDITIONS /SOUTHWESTERN BELL TELEPHONE, L.P. billing dispute. 28.2.2.5 Issues related to Disputed Amounts shall be resolved in accordance with all of the applicable procedures identified in the Informal Billing Dispute Resolution provisions and credit claims set forth in Section 28.2.3. 28.2.2.6 If the Billed Party disputes preceding sentence shall be applied prospectively only after the Effective Date of this Agreement, meaning that the twelve month period for any charges in accordance with Section 28.2, back-billing or credit claims may only include billing periods that fall entirely after the Effective Date of this Agreement and will not include any portion of the dispute is resolved in favor of such Billed Party, the Parties shall cooperate to ensure any billing period that all of the following actions are taken: 28.2.2.6.1 no later than the second ▇▇▇▇ date after the resolution of the dispute, the Billing Party shall credit the invoice of the Billed Party for that portion of the Disputed Amounts resolved in favor of the Billed Party, including a credit for any interest assessed or applied with respect to such portion of the Disputed Amounts; 28.2.2.6.2 within fifteen (15) calendar days after resolution of the dispute, the portion of the escrowed Disputed Amounts, if any, resolved in favor of the Billed Party shall be released began prior to the Billed PartyEffective Date of this Agreement. 8.5.5.2 Back-billing and credit claims, together with any accrued interest thereonas limited above, will apply to all Interconnection, Resale Services, Unbundled Network Elements, Collocation, facilities, functions, product and any portion of services purchased under this Agreement. Reciprocal Compensation is specifically excluded from this Section and is addressed separately in the Disputed Amounts not in escrow and resolved in favor of the Billed Party shall be paid to Billed Party, together with any interest assessed or applied with respect thereto; andReciprocal Compensation Attachment.