AND SERVICES PROVIDED TO ICG UNDER EXISTING
CONTRACTUAL ARRANGEMENTS RELATING TO THE BUSINESS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ICG AGREES TO PERFORM THE ICG SERVICES TO THE
STANDARDS AND SERVICE LEVELS SET FORTH IN THE RESPECTIVE ASSUMED CUSTOMER
CONTRACTS ("SLA STANDARDS").
IF AND TO THE EXTENT THAT ICG IS OR BECOMES
ENTITLED TO EXERCISE ANY RIGHTS OR REMEDIES FROM UNDERLYING CARRIERS OR
SUBCONTRACTORS USED TO DELIVER THE ICG TRANSITION SERVICES, AND IF AND TO THE
EXTENT ICG DOES NOT PROMPTLY ENFORCE SUCH RIGHTS AND REMEDIES, ICG HEREBY
ASSIGNS SUCH RIGHT AND REMEDIES TO LEVEL 3 WITH RESPECT TO THE ICG TRANSITION
SERVICES.
ICG AGREES TO ENFORCE AND PROSECUTE SUCH RIGHTS AND REMEDIES UPON
CONSULTATION WITH LEVEL 3 WITH RESPECT THERETO.
SECTION 2.3.
SLA REMEDIES.
IN THE EVENT ICG FAILS TO PERFORM THE ICG
TRANSITION SERVICES TO THE SLA STANDARDS, ICG SHALL REIMBURSE LEVEL 3 IN CASH IN
AN AMOUNT EQUAL TO ANY PAYMENTS MADE OR SERVICE CREDITS GRANTED BY LEVEL 3 TO
CUSTOMERS UNDER ASSUMED CUSTOMER CONTRACTS RELATING TO SUCH FAILURE TO PERFORM
THE ICG SERVICES TO THE SLA STANDARDS.
WITHOUT LIMITING THE FOREGOING REMEDY,
LEVEL 3 MAY, AT ITS OPTION, PERFORM ANY ICG TRANSITION SERVICES WHICH ICG FAILS
TO PERFORM AND ICG SHALL COOPERATE, AND SHALL CAUSE ITS EMPLOYEES AND AGENTS TO
COOPERATE, WITH LEVEL 3 IN SUCH PERFORMANCE OF THE ICG TRANSITION SERVICES.
SECTION 2.4.
ACTIONS WITH RESPECT TO CERTAIN AGREEMENTS.
EXCEPT AS
OTHERWISE CONSENTED TO IN WRITING BY LEVEL 3, WHICH CONSENT MAY BE WITHHELD OR
GRANTED IN LEVEL 3'S SOLE DISCRETION, DURING THE ICG SERVICE PERIOD:
(A)
WITH RESPECT TO EACH ICG UNDERLYING SERVICE CONTRACT THAT WILL OR
MAY EXPIRE DURING THE ICG SERVICE PERIOD, ICG SHALL TAKE SUCH STEPS AS ARE
NECESSARY TO CONTINUE SUCH ICG UNDERLYING SERVICE CONTRACT OR OTHERWISE REPLACE
THE SERVICES PROVIDED THEREUNDER UNTIL THE EXPIRATION OF THE ICG SERVICE PERIOD
FOR THE RESPECTIVE NUMBER, POP, OR UNCOVERED LATA, AS APPLICABLE.
3
(B)
ICG SHALL (I) PERFORM IN ALL MATERIAL RESPECTS ITS OBLIGATIONS
UNDER EACH ICG UNDERLYING SERVICE CONTRACT, AND (II) NOT SETTLE, RELEASE OR
FORGIVE ANY CLAIM OR LITIGATION OR WAIVE ANY RIGHT UNDER ANY ICG UNDERLYING
SERVICE CONTRACT.
(c)
Upon reasonable request by Level 3, ICG shall provide Level 3 with
additional information with regard to any of the ICG Underlying Service
Contracts.
SECTION 2.5.
MIGRATION SERVICES.
DURING THE ICG SERVICE PERIOD, ICG
WILL ASSIST LEVEL 3 IN PORTING, TRANSFERRING, OR ASSIGNING THE NUMBERS TO LEVEL
3 IN ACCORDANCE WITH THE TERMS SET FORTH ON EXHIBIT D ("MIGRATION SERVICES"),
FOR NO ADDITIONAL CHARGE.
SECTION 2.6.
SLAS FOR MIGRATION SERVICES.
ICG AGREES TO PERFORM THE
MIGRATION SERVICES TO THE STANDARDS AND SERVICE LEVELS SET FORTH ON EXHIBIT E
("MIGRATION SERVICES STANDARDS").
SECTION 2.7.
MIGRATION SLA REMEDIES.
IN THE EVENT ICG FAILS TO
PERFORM THE MIGRATION SERVICES TO THE MIGRATION SERVICES STANDARDS (A "MIGRATION
FAILURE"), THEN FROM AND AFTER THE DATE OF SUCH BREACH, AND NOTWITHSTANDING
ARTICLE III HEREOF, LEVEL 3 SHALL, DURING THE PERIOD OF MIGRATION FAILURE OR