Common use of Make-Ready Work Clause in Contracts

Make-Ready Work. If SWBT determines that make-ready work will be necessary to accommodate Applicant’s facilities, SWBT shall promptly notify Applicant of the make-ready work proposed to enable the accommodation of Applicant’s facilities. (a) The notice shall be given in writing no later than 45 days after the receipt by SWBT of Applicant’s completed application pursuant to Section 9.02 of this Agreement or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBT’s estimate of make-ready charges, which estimate shall be stated on SWBT Form SW-9434 (“Access Application and Make-Ready Authorization”), a copy of which is attached hereto as part of APPENDIX III. (c) Applicant shall have 20 days (the “acceptance period”) after receiving SWBT’s estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT or to advise SWBT of its willingness to perform the proposed make-ready work itself. If Applicant advises SWBT that it is willing to perform the make-ready work proposed by SWBT in accordance with a design approved by SWBT, and SWBT’s specifications, SWBT will not, without due cause and justification, refuse to accept Applicant’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇’s signing the estimate and returning it to SWBT within the 20-day acceptance period. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by Applicant’s signing the revised estimate and returning it to SWBT within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant shall notify SWBT in writing by the 20th day whether Applicant is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBT’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT shall contact Applicant to determine whether Applicant intends to withdraw its application. Applicant shall be deemed to have withdrawn its application if, in response to SWBT’s inquiry, Applicant does not immediately sign and return the estimate to SWBT. (2) If Applicant timely notifies SWBT that it is electing to treat SWBT’s make-ready requirements as a denial of access, SWBT shall, within 20 days after receiving the notice, provide Applicant with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBT’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBT’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBT’s make-ready proposals and specifically address SWBT’s rationale for rejecting Applicant’s alternative written proposals, if any.

Make-Ready Work. If SWBT determines that make-ready work will be necessary to accommodate Applicant’s facilities, SWBT shall promptly notify Applicant of the make-ready work proposed to enable the accommodation of Applicant’s facilities. (a) The notice shall be given in writing no later than 45 days after the receipt by SWBT of Applicant’s completed application pursuant to Section 9.02 of this Agreement or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBT’s estimate of make-ready charges, which estimate shall be stated on SWBT Form SW-9434 (“Access Application and Make-Ready Authorization”), a copy of which is attached hereto as part of APPENDIX III. (c) Applicant shall have 20 days (the “acceptance period”) after receiving SWBT’s estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT or to advise SWBT of its willingness to perform the proposed make-ready work itself. If Applicant advises SWBT that it is willing to perform the make-ready work proposed by SWBT in accordance with a design approved by SWBT, and SWBT’s specifications, SWBT will not, without due cause and justification, refuse to accept Applicant’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇Applicant’s signing the estimate and returning it to SWBT within the 20-day acceptance period. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by Applicant’s signing the revised estimate and returning it to SWBT within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant shall notify SWBT in writing by the 20th day whether Applicant is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBT’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT shall contact Applicant to determine whether Applicant intends to withdraw its application. Applicant shall be deemed to have withdrawn its application if, in response to SWBT’s inquiry, Applicant does not immediately sign and return the estimate to SWBT. (2) If Applicant timely notifies SWBT that it is electing to treat SWBT’s make-ready requirements as a denial of access, SWBT shall, within 20 days after receiving the notice, provide Applicant with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBT’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBT’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBT’s make-ready proposals and specifically address SWBT’s rationale for rejecting Applicant’s alternative written proposals, if any.

Make-Ready Work. If SWBT SBC MISSOURI determines that make-ready work will be necessary to accommodate ApplicantCLEC’s facilities, SWBT SBC MISSOURI shall promptly notify Applicant CLEC of the make-ready work proposed to enable the accommodation of ApplicantCLEC’s facilities. (a) The notice shall be given in writing no later than 45 days after the receipt by SWBT SBC MISSOURI of ApplicantCLEC’s completed application pursuant to Section 9.02 of this Agreement Appendix or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBTSBC MISSOURI’s estimate of make-ready charges, which estimate shall be stated on SWBT SBC MISSOURI Form SW-9434 (“Access Application and Make-Ready Authorization”), a copy of which is attached hereto as part of APPENDIX EXHIBIT III. (c) Applicant CLEC shall have 20 days (the “acceptance period”) after receiving SWBTSBC MISSOURI’s estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT SBC MISSOURI or to advise SWBT SBC MISSOURI of its willingness to perform the proposed make-ready work itself. If Applicant CLEC advises SWBT SBC MISSOURI that it is willing to perform the make-ready work proposed by SWBT SBC MISSOURI in accordance with a design approved by SWBTSBC MISSOURI, and SWBTSBC MISSOURI’s specifications, SWBT SBC MISSOURI will not, without due cause and justification, refuse to accept ApplicantCLEC’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇CLEC’s signing the estimate and returning it to SWBT SBC MISSOURI within the 20-day acceptance period. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by ApplicantCLEC’s signing the revised estimate and returning it to SWBT SBC MISSOURI within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant CLEC does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant CLEC shall notify SWBT SBC MISSOURI in writing by the 20th day whether Applicant CLEC is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBTSBC MISSOURI’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT SBC MISSOURI shall contact Applicant CLEC to determine whether Applicant CLEC intends to withdraw its application. Applicant CLEC shall be deemed to have withdrawn its application if, in response to SWBTSBC MISSOURI’s inquiry, Applicant CLEC does not immediately sign and return the estimate to SWBTSBC MISSOURI. (2) If Applicant CLEC timely notifies SWBT SBC MISSOURI that it is electing to treat SWBTSBC MISSOURI’s make-ready requirements as a denial of access, SWBT SBC MISSOURI shall, within 20 days after receiving the notice, provide Applicant CLEC with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBTSBC MISSOURI’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBTSBC MISSOURI’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBTSBC MISSOURI’s make-ready proposals and specifically address SWBTSBC MISSOURI’s rationale for rejecting ApplicantCLEC’s alternative written proposals, if any.

Make-Ready Work. If SWBT determines 7.1) In the event that make-ready work will be necessary Make Ready Work is required to accommodate ApplicantLicensee’s facilitiesproposed Attachments, SWBT PPL shall provide written notice to third party utility attachers with approved attachments on the affected PPL Poles of the need for Make Ready Work. 7.2) PPL will advise Licensee in writing of the extent and estimated Direct Cost of the Make Ready Work required. The estimated Make Ready Work Direct Cost shall be PPL’s fully allocated cost. If the Direct Costs for the Make Ready Work are acceptable to Licensee and Licensee elects to proceed with the proposed Attachment, Licensee must make full payment in the amount of the estimated Direct Costs for the Make Ready Work . PPL will schedule Make Ready Work construction only after receiving full payment. If PPL receives another Attachment Installation Application from a third party for the same PPL Pole while Licensee’s Attachment Installation Application is still pending (prior to receipt of Licensee approval), it shall notify both applicants and allow them to share the Direct Costs for Make Ready Work if desired. 7.3) If after receipt of the Make Ready Work Direct Cost estimate, Licensee decides to cancel the Attachment installation request, Licensee shall promptly notify Applicant PPL and, upon demand, reimburse PPL for the Direct Cost incurred for preparation of the make-ready work proposed to enable Direct Cost estimate for the accommodation of Applicant’s facilitiesMake Ready Work. 7.4) Upon completion of all required Make Ready Work, PPL will issue the approval to Licensee to proceed with the placement of its proposed Attachments. Licensee must then complete its Attachments within one hundred eighty (a180) The notice days of the approval date. If Licensee does not complete its Attachments within the specified time limit it shall result in the termination of Licensee’s Attachment Installation Application approval and its rights to attach to those PPL Poles where installation has not been fully completed, unless PPL grants in writing a time extension for Licensee to install its Attachments. Termination of the Licensee’s Attachment Installation Application approval for the failure to timely complete the installation of the Attachments shall be given in writing no later than 45 days after the receipt by SWBT effective upon PPL providing written notice to Licensee. Licensee is not entitled to a refund of Applicant’s completed application pursuant any Direct Costs associated with Make Ready Work previously paid for its failure to Section 9.02 of this Agreement or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBT’s estimate of make-ready charges, which estimate shall be stated on SWBT Form SW-9434 (“Access Application and Make-Ready Authorization”), a copy of which is attached hereto as part of APPENDIX III. (c) Applicant shall have 20 days (the “acceptance period”) after receiving SWBT’s estimate of make-ready charges to authorize completion timely complete installation of the make-ready work proposed by SWBT or to advise SWBT of its willingness to perform the proposed make-ready work itself. If Applicant advises SWBT that it is willing to perform the make-ready work proposed by SWBT in accordance with a design approved by SWBT, and SWBT’s specifications, SWBT will not, without due cause and justification, refuse to accept Applicant’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇’s signing the estimate and returning it to SWBT within the 20-day acceptance periodAttachments. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by Applicant’s signing the revised estimate and returning it to SWBT within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant shall notify SWBT in writing by the 20th day whether Applicant is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBT’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT shall contact Applicant to determine whether Applicant intends to withdraw its application. Applicant shall be deemed to have withdrawn its application if, in response to SWBT’s inquiry, Applicant does not immediately sign and return the estimate to SWBT. (2) If Applicant timely notifies SWBT that it is electing to treat SWBT’s make-ready requirements as a denial of access, SWBT shall, within 20 days after receiving the notice, provide Applicant with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBT’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBT’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBT’s make-ready proposals and specifically address SWBT’s rationale for rejecting Applicant’s alternative written proposals, if any.

Make-Ready Work. If SWBT SBC NEVADA determines that make-ready work will be necessary to accommodate ApplicantAT&T’s facilities, SWBT SBC NEVADA shall promptly notify Applicant AT&T of the make-ready work proposed to enable the accommodation of ApplicantAT&T’s facilities. (a) The notice shall be given in writing no later than 45 days after the receipt by SWBT SBC NEVADA of ApplicantAT&T’s completed application pursuant to Section 9.02 of this Agreement Appendix or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBTSBC NEVADA’s estimate of make-ready charges, which estimate shall be stated on SWBT SBC NEVADA Form SW-9434 (“Access Application and Make-Ready Authorization”)CO-018, a copy of which is attached hereto as part of APPENDIX EXHIBIT III. (c) Applicant AT&T shall have 20 days (the “acceptance period”) after receiving SWBTSBC NEVADA’s estimate of make-ready charges to authorize completion of the make-make- ready work proposed by SWBT SBC NEVADA or to advise SWBT SBC NEVADA of its willingness to perform the proposed make-ready work itself. If Applicant AT&T advises SWBT SBC NEVADA that it is willing to perform the make-ready work proposed by SWBT SBC NEVADA in accordance with a design approved by SWBTSBC NEVADA, and SWBTSBC NEVADA’s specifications, SWBT SBC NEVADA will not, without due cause and justification, refuse to accept ApplicantAT&T’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇AT&T’s signing the estimate and returning it to SWBT SBC NEVADA within the 20-day acceptance period. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by ApplicantAT&T’s signing the revised estimate and returning it to SWBT SBC NEVADA within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant AT&T does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant AT&T shall notify SWBT SBC NEVADA in writing by the 20th day whether Applicant AT&T is withdrawing its application, electing to perform the make-make- ready work itself as provided in subsection (c) or electing to treat SWBTSBC NEVADA’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT SBC NEVADA shall contact Applicant AT&T to determine whether Applicant AT&T intends to withdraw its application. Applicant AT&T shall be deemed to have withdrawn its application if, in response to SWBTSBC NEVADA’s inquiry, Applicant AT&T does not immediately sign and return the estimate to SWBTSBC NEVADA. (2) If Applicant AT&T timely notifies SWBT SBC NEVADA that it is electing to treat SWBTSBC NEVADA’s make-ready requirements as a denial of access, SWBT SBC NEVADA shall, within 20 days after receiving the notice, provide Applicant AT&T with a written statement explaining its decision to grant access only if the specified make-make- ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBTSBC NEVADA’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBTSBC NEVADA’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBTSBC NEVADA’s make-ready proposals and specifically address SWBTSBC NEVADA’s rationale for rejecting ApplicantAT&T’s alternative written proposals, if any.

Make-Ready Work. If SWBT determines that make-ready work will be necessary to accommodate Applicant’s facilities, SWBT shall promptly notify Applicant of the make-ready work proposed to enable the accommodation of Applicant’s facilities. (a) The notice shall be given in writing no later than 45 days after the receipt by SWBT of Applicant’s completed application pursuant to Section 9.02 of this Agreement or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBT’s estimate of make-ready charges, which estimate shall be stated on SWBT Form SW-9434 (“Access Application and Make-Ready Authorization”), a copy of which is attached hereto as part of APPENDIX III. (c) Applicant shall have 20 days (the “acceptance period”) after receiving SWBT’s estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT or to advise SWBT of its willingness to perform the proposed make-ready work itself. If Applicant advises SWBT that it is willing to perform the make-ready work proposed by SWBT in accordance with a design approved by SWBT, and SWBT’s specifications, SWBT will not, without due cause and justification, refuse to accept Applicant’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇’s signing the estimate and returning it to SWBT within the 20-day acceptance period. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by Applicant’s signing the revised estimate and returning it to SWBT within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant shall notify SWBT in writing by the 20th day whether Applicant is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBT’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT shall contact Applicant to determine whether Applicant intends to withdraw its application. Applicant shall be deemed to have withdrawn its application if, in response to SWBT’s inquiry, Applicant does not immediately sign and return the estimate to SWBT. (2) If Applicant timely notifies SWBT that it is electing to treat SWBT’s make-ready requirements as a denial of access, SWBT shall, within 20 days after receiving the notice, provide Applicant with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBT’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBT’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBT’s make-ready proposals and specifically address SWBT’s rationale for rejecting Applicant’s alternative written proposals, if any.

Make-Ready Work. If SWBT NEVADA determines that make-ready work will be necessary to accommodate Applicant’s facilities, SWBT NEVADA shall promptly notify Applicant of the make-ready work proposed to enable the accommodation of Applicant’s facilities. (a) 10.4.1 The notice shall be given in writing no later than 45 days after the receipt by SWBT NEVADA of Applicant’s completed application pursuant to Section 9.02 9.2 of this Agreement or within such other period of time as may be mutually agreed upon in writing by the partiesParties. (b) 10.4.2 The notice will include SWBTNEVADA’s estimate of make-ready charges, which estimate shall be stated on SWBT NEVADA Form SW-9434 CO018 (“Access Application and Make-Ready AuthorizationFor Pole Attachment/Conduit Occupancy”), a copy of which is attached hereto as part of APPENDIX III. (c) 10.4.3 Applicant shall have 20 days (the “acceptance period”) after receiving SWBTNEVADA’s estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT NEVADA or to advise SWBT NEVADA of its willingness to perform the proposed make-ready work itself. If Applicant advises SWBT NEVADA that it is willing to perform the make-ready work proposed by SWBT NEVADA in accordance with a design approved by SWBTNEVADA, and SWBTNEVADA’s specifications, SWBT NEVADA will not, without due cause and justification, refuse to accept Applicant’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇’s signing the estimate and returning it to SWBT NEVADA within the 20-day acceptance period. (d) 10.4.4 Within the 20-day acceptance period, the parties Parties may negotiate modifications of the make-ready work to be performed. If the parties Parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by Applicant’s signing the revised estimate and returning it to SWBT NEVADA within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the partiesParties. (e) 10.4.5 If Applicant does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the partiesParties, Applicant shall notify SWBT NEVADA in writing by the 20th day whether Applicant is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) Section 10.4.3 or electing to treat SWBTNEVADA’s make-ready requirements as a denial of access. (1) 10.4.5.1 If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the partiesParties, SWBT NEVADA shall contact Applicant to determine whether Applicant intends to withdraw its application. Applicant shall be deemed to have withdrawn its application if, in response to SWBTNEVADA’s inquiry, Applicant does not immediately sign and return the estimate to SWBTNEVADA. (2) 10.4.5.2 If Applicant timely notifies SWBT NEVADA that it is electing to treat SWBTNEVADA’s make-ready requirements as a denial of access, SWBT NEVADA shall, within 20 days after receiving the notice, provide Applicant with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBTNEVADA’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBTNEVADA’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBTNEVADA’s make-ready proposals and specifically address SWBTNEVADA’s rationale for rejecting Applicant’s alternative written proposals, if any.

Make-Ready Work. If SWBT AT&T determines that make-ready work will be necessary to accommodate ApplicantCLEC’s facilities, SWBT AT&T shall promptly notify Applicant CLEC of the make-ready work proposed to enable the accommodation of ApplicantCLEC’s facilities. (a) The notice shall be given in writing no later than 45 days after the receipt by SWBT AT&T of ApplicantCLEC’s completed application pursuant to Section 9.02 of this Agreement Appendix or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBTAT&T’s estimate of make-ready charges, which estimate shall be stated on SWBT AT&T Form SW-9434 (“Access Application and Make-Ready Authorization”), a copy of which is attached hereto as part of APPENDIX EXHIBIT III. (c) Applicant CLEC shall have 20 days (the “acceptance period”) after receiving SWBT’s AT&T’ estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT AT&T or to advise SWBT AT&T of its willingness to perform the proposed make-ready work itself. If Applicant CLEC advises SWBT AT&T that it is willing to perform the make-ready work proposed by SWBT AT&T in accordance with a design approved by SWBTAT&T, and SWBTAT&T’s specifications, SWBT AT&T will not, without due cause and justification, refuse to accept ApplicantCLEC’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇CLEC’s signing the estimate and returning it to SWBT AT&T within the 20-day acceptance period. . Page 201 of 357 (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by ApplicantCLEC’s signing the revised estimate and returning it to SWBT AT&T within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant CLEC does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant CLEC shall notify SWBT AT&T in writing by the 20th day whether Applicant CLEC is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBTAT&T’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT AT&T shall contact Applicant CLEC to determine whether Applicant CLEC intends to withdraw its application. Applicant CLEC shall be deemed to have withdrawn its application if, in response to SWBTAT&T’s inquiry, Applicant CLEC does not immediately sign and return the estimate to SWBT.AT&T. (2) If Applicant CLEC timely notifies SWBT AT&T that it is electing to treat SWBTAT&T’s make-ready requirements as a denial of access, SWBT AT&T shall, within 20 days after receiving the notice, provide Applicant CLEC with a written statement explaining its decision to grant access only if the specified make-make- ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBTAT&T’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBTAT&T’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBTAT&T’s make-ready proposals and specifically address SWBTAT&T’s rationale for rejecting ApplicantCLEC’s alternative written proposals, if any.

Make-Ready Work. If SWBT determines that make-ready work will be necessary to accommodate Applicant’s 's facilities, SWBT shall promptly notify Applicant of the make-ready work proposed to enable the accommodation of Applicant’s 's facilities. (a) The notice shall be given in writing no later than 45 days after the receipt by SWBT of Applicant’s 's completed application pursuant to Section 9.02 of this Agreement or within such other period of time as may be mutually agreed upon in writing by the parties. (b) The notice will include SWBT’s 's estimate of make-ready charges, which estimate shall be stated on SWBT Form SW-9434 (“"Access Application and Make-Ready Authorization”"), a copy of which is attached hereto as part of APPENDIX III. (c) Applicant shall have 20 days (the “"acceptance period”") after receiving SWBT’s 's estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT or to advise SWBT of its willingness to perform the proposed make-ready work itself. If Applicant advises SWBT that it is willing to perform the make-ready work proposed by SWBT in accordance with a design approved by SWBT, 's plans and SWBT’s specifications, SWBT will not, without due cause and justification, refuse to accept Applicant’s 's offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇’s Applicant's signing the estimate and returning it to SWBT within the 20-day acceptance period. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by Applicant’s signing the revised estimate and returning it to SWBT within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant shall notify SWBT in writing by the 20th day whether Applicant is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBT’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT shall contact Applicant to determine whether Applicant intends to withdraw its application. Applicant shall be deemed to have withdrawn its application if, in response to SWBT’s inquiry, Applicant does not immediately sign and return the estimate to SWBT. (2) If Applicant timely notifies SWBT that it is electing to treat SWBT’s make-ready requirements as a denial of access, SWBT shall, within 20 days after receiving the notice, provide Applicant with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBT’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBT’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBT’s make-ready proposals and specifically address SWBT’s rationale for rejecting Applicant’s alternative written proposals, if any.

Make-Ready Work. If SWBT determines that make-ready work will be necessary to accommodate Applicant’s facilities, SWBT shall promptly notify Applicant of the make-ready work proposed to enable the accommodation of Applicant’s facilities. (a) The notice Notwithstanding anything contained herein, a portion of the remaining amount otherwise available for Advances for Approved Leasing Expenses pursuant to this Agreement and the Mezzanine Loan Agreement, in an aggregate amount not to exceed at any time $3,872,308.25 (the “Maximum Make Ready Additional Advance Amount”), shall be given in writing no later than 45 days after available USActive 36631986.12 -62- for payment towards the receipt by SWBT Make Ready Expenses, subject to the following: (i) reserved, (ii) satisfaction of Applicant’s completed application pursuant each of the conditions and requirements under this Agreement applicable to Section 9.02 Advances for Approved Leasing Expenses or applicable to Advances generally (except for conditions related to Leases), and (iii) the further provisions of this Agreement or within Section 2.5.11. Any Advances for Make Ready Expenses shall reduce the remaining amount that otherwise would be available for Advances for other Approved Leasing Expenses, such that the aggregate amount of Advances made for Make Ready Expenses (which shall be subject to the Maximum Make Ready Additional Advance Amount, as provided above) and Advances made for other period of time as may be mutually agreed upon in writing by Approved Leasing Expenses shall never collectively exceed the partiesFuture Leasing Expense Advance Amount. (b) The notice will include SWBT’s estimate As a condition to the making of make-ready chargesany Advance pursuant to Section 2.5.11(a)), Borrower shall submit the following to Agent: (i) a budget setting forth all work to be performed by Borrower in connection with such Make Ready Work and the anticipated cost thereof (and which estimate shall be stated on SWBT Form SW-9434 not exceed the amount set forth in clause (i) of the first sentence of Section 2.5.11(a)) (the “Access Application and Make-Make Ready AuthorizationBudget”), (ii) Borrower shall have provided evidence reasonably satisfactory to Agent that it has increased the notional amount of the Interest Rate Cap Agreement to the Aggregate Outstanding Principal Balance following such Advance, and (iii) all plans and specifications for such Make Ready Work (the “Make Ready Plans”). Borrower shall have the right to amend a copy Make Ready Budget from time to time to make adjustments of which is attached hereto as part any line item by an amount not to exceed five percent (5%) of APPENDIX III.the cost for such line item by giving notice thereof to Agent (c) Applicant Any Advances made pursuant to this Section 2.5.11 shall have 20 days (be applied only to Make Ready Expenses set forth in the “acceptance period”) after receiving SWBT’s estimate of make-ready charges to authorize completion of the make-ready work proposed by SWBT or to advise SWBT of its willingness to perform the proposed make-ready work itself. If Applicant advises SWBT that it is willing to perform the make-ready work proposed by SWBT Make Ready Budget and incurred in connection with Make Ready Work performed in accordance with a design approved by SWBT, and SWBT’s specifications, SWBT will not, without due cause and justification, refuse to accept Applicant’s offer to perform the work. Authorization shall be accomplished by ▇▇▇▇▇▇▇▇▇’s signing the estimate and returning it to SWBT within the 20-day acceptance periodMake Ready Plans. (d) Within the 20-day acceptance period, the parties may negotiate modifications of the make-ready work to be performed. If the parties reach agreement through negotiation, a new estimate shall be prepared and authorization shall be accomplished by Applicant’s signing the revised estimate and returning it to SWBT within the original 20-day acceptance period, or within such period of time as may be mutually agreed upon by the parties. (e) If Applicant does not sign and return the estimate within the 20-day acceptance period, or within such other period of time as may be mutually agreed upon in writing by the parties, Applicant shall notify SWBT in writing by the 20th day whether Applicant is withdrawing its application, electing to perform the make-ready work itself as provided in subsection (c) or electing to treat SWBT’s make-ready requirements as a denial of access. (1) If no such notice is given by the 20th day, or such later date as may be mutually agreed upon by the parties, SWBT shall contact Applicant to determine whether Applicant intends to withdraw its application. Applicant shall be deemed to have withdrawn its application if, in response to SWBT’s inquiry, Applicant does not immediately sign and return the estimate to SWBT. (2) If Applicant timely notifies SWBT that it is electing to treat SWBT’s make-ready requirements as a denial of access, SWBT shall, within 20 days after receiving the notice, provide Applicant with a written statement explaining its decision to grant access only if the specified make-ready work is performed. The statement shall be specific, shall include all relevant evidence and information supporting SWBT’s decision to grant access only if the specified make-ready work is performed, and shall explain how such evidence and information relates to SWBT’s decision for reasons of lack of capacity, safety, reliability, or generally applicable engineering purposes. The statement shall also set forth the basis for SWBT’s make-ready proposals and specifically address SWBT’s rationale for rejecting Applicant’s alternative written proposals, if any.