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(2) Third Party Liability.Any liabilities imposed on Embarq by third parties, such as other local
<br /> exchange carriers and all nonrecoverable costs incurred by Embarq as a result of ordering
<br /> facilities required to operate the Product or Service,as a result of Customer's early termination.
<br /> B. Waiver of Early Termination Liability. With Embarq's written approval, Customer will not be
<br /> liable for the early termination liability described in this Section for a Service if Customer purchases
<br /> another Service at the same time with the same or greater monthly recurring charge for a Term at
<br /> least equal to the greater of:the remaining months in the Term or one year.
<br /> 14.4 Disconnect Notice.Embarq will have up to 30 days to complete disconnection of a Service.To complete
<br /> disconnection, Customer must provide information required by Embarq. Customer's failure to provide
<br /> such information may delay or prevent the disconnection. Customer will be responsible for all charges
<br /> through the later of the 30`s day after Embarq received the disconnect notice,or the date Customer stops
<br /> using the Services.
<br /> 15. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to perform
<br /> under the Agreement due to acts, events, and causes beyond the control of the responsible party (a "Force
<br /> Majeure Event"). Force Majeure Events include: natural disasters (e.g., lightning, earthquakes, hurricanes,
<br /> floods); wars,riots, terrorist activities, and civil commotions; inability to obtain parts or equipment from third
<br /> party suppliers; cable cuts by third parties, a local exchange carrier's activities, and other acts of third parties;
<br /> explosions and fires; embargoes, strikes, and labor disputes; and governmental decrees and any other cause
<br /> beyond the reasonable control of a party.
<br /> 16. DEFINITIONS.
<br /> 16.1 "Affiliate" is a legal entity that directly or indirectly controls, is controlled by, or is under common
<br /> control with the party. An entity is considered to control another entity if it owns, directly or indirectly,
<br /> more than 50%of the total voting securities or other such similar voting rights.
<br /> 16.2 "Effective Date"is the date the last party signs the Agreement.
<br /> 16.3 "Order" means a written, electronic or verbal order, or purchase order governed by the terms and
<br /> conditions of the Agreement, submitted or confirmed by Customer and accepted by Embarq, which
<br /> identifies specific Products and Services; quantity ordered; Embarq's Agreement number, title, and
<br /> execution date; billing address; ship to address; and service/installation address, as applicable. Verbal
<br /> Orders are deemed confirmed upon Customer's written acknowledgement, or Customer's use, of
<br /> Products or Services.
<br /> 16.4 "Product(s)"includes equipment,devices,hardware,software,cabling or other materials sold or leased to
<br /> Customer by or through Embarq as a separate item from,or bundled with,a Service.
<br /> 16.5 "Product and Service-specific Annexes"refers to separate descriptions,terms and conditions for certain
<br /> non-tariffed Products and Services, including those offered under applicable Embarq local terms of
<br /> service in states that have withdrawn Tariffs for such Products and Services.Product and Service-specific
<br /> Annexes are incorporated into the Agreement.
<br /> 16.6 "Service(s)" means wireline and wireless business communications services that are not governed by
<br /> Tariffs,including basic or telecommunications services,information or other enhanced services,and non-
<br /> regulated professional services provided to Customer by or through Embarq under the Agreement,
<br /> excluding Products.
<br /> 16.7 "Schedules" are the terms and conditions governing Embarq's provision of certain interexchange
<br /> Services that were detariffed by order of the Federal Communication Commission ("FCC"). Embarq
<br /> Schedules are subject to change during the Term under the rules and authority of the FCC.Schedules are
<br /> posted to the Rates and Conditions Website.
<br /> 16.8 "Tariffs" means the Embarq incumbent local exchange carrier, competitive local exchange carrier, or
<br /> intrastate interexchange carrier tariffs on record with the FCC or state regulatory authorities having
<br /> jurisdiction over those Services. Embarq Tariffs are subject to change during the Term under the rules
<br /> and authority of the relevant regulatory bodies. If, during the Term, Embarq entirely withdraws any
<br /> Tariff that applies to Services in the Agreement, the Tariff terms and conditions then in effect or the
<br /> #280902 Page 8 of 10 Rev.12.07
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