AR&RSC RESPONSIBILITIES:

1)  The responsibilities of the AR&RSC shall include the following:
     i. Jointly develop with the NA, for approval by the Management      Committee, a routing plan for the utilization of capacity.

     ii. Monitor the optimum routing plan based on the principles      approved by the Management Committee, and if need arises, to      review the capacity routings.

     iii. Develop restoration plans and charges for services via EASSy,      and to develop appropriate plans, for approval by the Management      Committee.

     iv  Jointly establish with the NA :
          a] A mechanism to maintain a central record of Assigned and               activated Capacity to enable Parties to manage their capacity               and to conduct any capacity studies as required.
          b] A mechanism to maintain a central record of EASSy interface               cards utilization.

      v. Jointly define with the NA, for approval by the Management           Committee:
          a] Procedures for portability (de-assignments and
              re-assignments) of capacity.
          b] Procedures for EASSy interface cards allocations.
          c] Procedures for external restoration and use of in-EASSy               restoration in case of failure.
          d] Procedures, commercial and technical terms and conditions               for the restoration of other cable Systems via EASSy.

        vi. Work with the Landing Point Parties to monitor the availability             of inland extensions and cable access facilities and transit             facilities necessary to meet service and restoration             requirements.

        vii Monitor the timely provision of inland extension arrangements             and, where appropriate, the provision of cross-connect             equipment within EASSy.

2)  The AR&RSC shall work in liaison with the other Subcommittees,      the NA, the CBP and the PG as appropriate.

3)  The AR&RSC shall report to the Management Committee on a      quarterly basis or as requested by MC.

4)  The AR&RSC shall carry out any other responsibilities as the      Management Committee may direct.

   ii.  Monitor the reclamation of taxes by the Parties.

   iii. Develop any other billing, financial and accounting procedures as        necessary, for approval by the Management Committee.

  iv. Prepare a budget for approval by the Management Committee       showing:
      a] Fixed costs by major cost elements.
      b] Costs incurred by all budgetary cost elements.
      c] Division of costs among Segments and Sub segments, where           applicable.
      d] Semi-annual cash flows per calendar year.
      e] Billing amounts by calendar quarter.

  v.   Monitor the following items by comparison with the budget:
      a] Expenditures to date.
      b] Expenditures outstanding.
      c] Variations and reasons thereof.

  vi.  Establish audit procedures as appropriate, in accordance with this         Agreement and the Supply Contract.

  vii. The F&ASC, if instructed by the Management Committee, shall        carry out, or cause to be carried out, a detailed investigation of        project expenditures, including the conducting of an audit, in        accordance with the terms of this Agreement.

 viii. Assist the Management Committee as necessary in the        interpretation of the financial terms of this Agreement.

  ix. Advise the Management Committee on any budgetary implications       of proposed engineering variations to the project.

  x. Review expenditures to date against budget and forecast cost to       completion.

  xi. Review project variations and proposed project changes.

 xii. Develop billing procedures for restoration charges with assistance       of the CBP and AR&RSC.

  2) The F&ASC shall prepare the final settlement account (FSA) of the       Wet Segment Capital Costs for approval by the Management       Committee.

  3) The F&ASC shall supervise the activities of CBP, and shall maintain       liaison with the PG, the NA, and as necessary with any other       Subcommittees.

  4) The F&ASC shall review the O&M budget as developed by the       O&MSC and provide its comments to the O&MSC in accordance       with Subparagraph 16.5.

  5) The F&ASC shall report to the Management Committee, on a       quarterly basis or as requested by Management Committee.

  6) The F&ASC shall carry out any other responsibilities as the       Management Committee may direct.

I&ASC RESPONSIBILITIES:
1) The responsibilities of the I&ASC shall include the following:
    i. Prepare Supplements and Amendments to this Agreement as may        be required;
   ii. Assist the Management Committee as necessary in the       interpretation of this Agreement;
  iii. Establish the terms and conditions including pricing criteria based       on prevailing market conditions for sales of Pool Capacity for       Management Committee approval; and
  iv. Develop procedures for sales of Pool Capacity and a draft       Capacity Sale Agreement together with procedures for distributing       revenues to the Parties, for Management Committee’s approval.

2) The I&ASC shall reports to the Management Committee as     requested by MC.

3) In the performance of its responsibilities, the I&ASC shall work as     appropriate with the other Subcommittees, the NA, the CBP and the     PG.

4) The I&ASC shall carry out such other responsibilities as the     Management Committee may direct

O&MSC RESPONSIBILITIES:
1) To provide such assistance and support as may be requested by the     PG to resolve problems affecting maintenance of EASSy.

2) In consultation with the PG, to monitor the progress of development     and construction and maintenance of EASSy and review work     reports for all segments.

3) To set a Maintenance Strategy for EASSy, prior to RFPA

4) In consultation with the PG, to review and establish as appropriate,     documented testing, operating and maintenance procedures, as the     Joint System Maintenance Document (“JSMD”) to be used for     EASSy, including those proposed by the Supplier or Maintenance     Authorities.

5) In consultation with the PG, to oversee EASSy testing procedures     and evaluate results related to warranty provisions, to ensure     compliance with the technical specifications.

6) To review the maintenance procedures proposed by the     Maintenance Authorities prior to submission to the Management     Committee.

7) To liaise, as required, with the Maintenance Authorities of other     subsea cable Systems concerning the preparation of plans and     procedures for the provision, disposition, maintenance and     replacement of any jointly-owned catastrophe spares which may be     agreed to be provided by the Parties to the cables involved.

8) To circulate information, as required, to Parties on the disposition     and maintenance of spare submersible plant and any jointly-owned     Landing  catastrophe spares, general maintenance information and     performance statistics.

9) To make recommendations to the PG on the provision of     maintenance equipment and spares other than that, if any, being     purchased under the Supply Contract.

10) To make recommendations to the Management Committee, where     appropriate, on the operation and maintenance of EASSy, including     maintenance agreements.

11) To submit reports to the Management Committee on a quarterly      basis, or as requested by the Management Committee.

12) To carry out such other responsibilities as the Management     Committee may direct.

13)In the performance of the above responsibilities, the O&MSC shall     work as appropriate with the other Subcommittees and the PG.

NA RESPONSIBILITIES:

1. The responsibilities of the NA shall include the following:

  i. Jointly develop with the AR&RSC, the detailed principles of the   routing plan for the usage of capacity.

  ii. Assist in the implementation and administration of the optimum   routing plan based on the principles approved by the Management   Committee.

  iii. Assist the AR&RSC in redefining the routing principles of EASSy if   the need arises as a result of the reassignment and/or expansion of   the capacity, for the approval of the Management Committee.

  iv. Assist the AR&RSC to develop the following procedures, which   shall be submitted to the Management Committee for approval:
         a. capacity assignment procedure,
         b. capacity activation/deactivation procedure,
         c. capacity portability (deassignment and reassignment)              procedure,
         d. EASSy interface cards allocation procedure,
         e. procedures, terms and conditions for the provision of              occasional services
         f. defining indicators and procedures to evaluate the network             availability of EASSy.

  v. Set up a NA Database which shall monitor and keep updated   records for:
         a.   Capacity assignments and utilization.
         b.   EASSy interface cards utilization.
         c.   Occasional services.
         d.   Capacity Pool assignments

  vi. Update and distribute the Schedules of this Agreement to the   Parties on a quarterly basis.

  vii. Provide to the AR&RSC periodic “Network Administrator’s Report”   containing information concerning capacity assignments and   utilization.

  viii. Jointly develop with the AR&RSC procedures for the collation of   data, which are required for the successful implementation of the   EASSy restoration plan.

  ix. Provide support to the AR&RSC in developing the restoration plan   for EASSy as well as plans relating to the other cable Systems usage   of EASSy.

  x. Notify the Management Committee of the Capacity Pool status in   order to determine whether any action is required by the   Management Committee.

  xi. Coordinate and administer the arrangement for the capacity used   for the provision of temporary or occasional services.

  xii. Verify the availability of capacity prior to execution of Capacity   Sale Agreement, of other cable Systems restoration agreements, or   of occasional services agreements

  xiii. Execute Capacity Sale Agreements or Occasional Commercial   Use  agreements on behalf of the Parties and in accordance with this   Agreement.

  xiv. Assign the traffic path between designated EASSy interfaces in   response to owners and Capacity Pool Purchasers’ requests for   capacity activation. Assignment between the EASSy interface and   associated cross connections shall be carried out within 3 (three)   business days, or as otherwise directed by the Management   Committee.

  xv. Verify that a potential purchaser requesting a Capacity Sale   Agreement, who is not a Party to the C&MA, has the appropriate   ITE   status.

2. Provide and maintain a EASSY NA secured website to post information which might be beneficial to all the Parties. The website shall also serve as an interface to the Parties to allow the automation of NA activities.

3. The NA shall work as appropriate in the performance of the above responsibilities in liaison with the Subcommittees and the Landing Point Parties.

4. The NA shall assist, as necessary, the AR&RSC in carrying out its tasks assigned by the Management Committee.

5. The NA shall be the custodian of this Agreement, and all of its amendments  and supplements, as well as the Capacity Sales Agreement

:: MC – Management Committee
:: I&ASC - Investment and Agreement Subcommittee
:: PG - Procurement Group
:: F&ASC - Financial and Administrative Subcommittee
:: AR&RSC - Assignment, Routing and Restoration Subcommittee  
:: O&MSC - Operation and Maintenance Subcommittee
:: CBP - Central Billing Party  NA - Network Administrator

Management Committee (MC)
A committee formed under Construction and Maintenance Agreement (C&MA) for the purpose of directing the progress of engineering, provisioning, installation, bringing into service and continued operation of EASSy.

PG Définitions
The Management Committee shall form a Procurement Group (hereinafter referred to as “PG”). All Parties shall be eligible members of the PG. However, the composition of the PG shall comprise of the Landing Point Parties plus a number of Parties decided by the Management Committee. This Group shall act on behalf of the Parties to this Agreement for the purpose of arranging for the construction, implementation, and installation of the Wet Segment of EASSy and be solely responsible for all actions as may be required to contract with the Supplier to provide the Wet Segment of EASSy and also in relation to future upgrades, except for such Wet Segment works as may be performed by the Parties or their subcontractors.

Other Subcommittees
To aid the Management Committee in the performance of its duties, the following Subcommittees shall be formed, and such Subcommittees, under the direction of the Management Committee, shall be responsible for their respective areas of interest and any other areas of interest designated by the Management Committee:
Assignments, Routing, and Restoration Subcommittee (hereinafter referred to as “AR&RSC”)
Financial and Administrative Subcommittee (hereinafter referred to as “F&ASC”)
Investment and Agreement Subcommittee (hereinafter referred as “I&ASC”)
Operations and Maintenance Subcommittee (hereinafter referred to as “O&MSC”)

PG RESPONSIBILITIES:
1) The responsibilities of the PG shall include the following:

 i. The PG will pursue the activities previously undertaken by the Interim     Procurement Group (IPG) under the MOU including all the pending     activities and action points from the IPG.

  ii. Implement the Supply Contract with the Supplier on behalf of the Parties   in the most cost effective manner while maintaining technical specifications.

  iii. Designate representatives to examine test and inspect equipment,    material, supplies and installation activities.

  iv. Coordinate and control qualification, development, manufacturing,   construction and testing of the Wet Segment of EASSy and review work   reports for all Segments. In addition, the PG shall coordinate and control   overall EASSy integration and operating compatibility of all equipment of   EASSy and review all contractual matters pertaining to such integration.

  v. Be responsible for the interpretation of all provisions of the Supply   Contract. The Management Committee shall be finally responsible for the   interpretation of the provisions concerning damages, warranty and   extensions of time.

  vi. Review the Supply Contract expenditures to date against budget and   forecast to completion in conjunction with the F&ASC and CBP.

  vii. Review and negotiate variations, amendments and proposed project   changes to the Supply Contract. Approve such variations, amendments and   changes provided that the overall cumulative value of the changes to the   Supply Contract does not increase the value of the Supply Contract by more   than five million US dollars. Changes exceeding this cumulative value will be   referred to the Management Committee for approval. All project changes   shall be reported to the Management Committee.

  viii. Develop the specifications for increasing the Design Capacity, if so   required by the Management Committee.

  ix. Provide to the F&ASC and the Management Committee, as appropriate,   timely information regarding the costs of the project and the cost and   description of any project changes. Develop procedures in consultation with   the F&ASC to allocate capital costs to the appropriate EASSy Segments.

  x. Coordinate and administer testing procedures and results related to   acceptance tests and warranty provisions to evaluate compliance with   technical specifications as provided for in the Supply Contract.

  xi. Make recommendations to the Management Committee regarding the   issuance of certificates of provisional or commercial and final acceptance.   After authorization by Management Committee, issue appropriate   certificates of acceptance under the Supply Contract.

  xii. Approve invoices rendered by the Supplier prior to CBP billing, in   accordance with the terms of the Supply Contract, and by the Parties, in   accordance with the budget approved by the Management Committee.

  xiii. Purchase all the necessary equipment and spares on the   recommendation of the AR&RSC as approved by the Management   Committee.

  xiv. Support AR&RSC in external restoration methods and further to the   Management Committee’s approval, procure any necessary equipment and   follow subsequent implementation and testing.
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2)  The PG shall work as appropriate in the performance of the above responsibilities in liaison with the Subcommittees, NA and CBP.

3)  To aid the PG in the performance of its other duties, additional working groups may be established by the Management Committee, as deemed necessary.

4)  The PG shall report to the Management Committee at least once every three months during the construction period, or as may be requested.

5) The PG shall carry out any other responsibilities as the Management Committee may direct.

CBP
The Management Committee shall appoint a Central Billing Party (hereinafter referred to as “CBP”). At an appropriate time after payment towards the Supply Contract has been fully paid and the Management Committee deems that such capital account can be closed, the CBP may be re-appointed or a new CBP appointed from time to time for the purpose of O&M, restoration and other future capital billings.

CBP RESPONSIBILITIES:

A. The responsibilities of the CBP shall include the following:

1. Provide a centralized billing function to the Parties in order to:
    a. Forward Supply Contract invoices
    b. Render bills to and receive payment from the Parties and make         payments as appropriate.
    c. Provide for direct billing to and receive payments from Capacity Pool         Purchasers as appropriate.
    d. Render bills to and receive payments from the Parties and Capacity Pool         Purchasers regarding operation and maintenance and restoration costs         as appropriate.
    e. Minimize cross billing among the Parties.
    f.  Minimize the number of financial transactions.
    g. Minimize the billing, payment and costs associated with such financial         transactions and multiple currencies.
    h. Assist O&MSC to prepare the yearly O&M budget and any relevant        O&MSC meetings.
    i.  Assist F&ASC in the development of billing procedures for restoration         charges in conjunction with the AR&RSC

2. Assist F&ASC in the development of detailed billing procedures, specific     time intervals for all associated activities, financial and accounting     procedures based on the terms and conditions of this Agreement, for     approval by the Management Committee including but not limited to:

      a. Payments between the Parties and the Supplier concerning the           construction of EASSy.
      b. Payments by and among the Parties.
      c. Payments for O&M costs.
      d. Payments by the Capacity Pool Purchasers.
      e. Payments resulting from adjustments of Schedules.
      f. Currency exchange costs.
      g. Circumstances of default subject to Paragraph 21.

3. Monitor the amount of each Party's share of costs of Wet Segment and     Segment T, make any necessary adjustments as soon as practicable, and     render any necessary bills and refunds in order that each Party may bear     its proper share of the costs as provided under the terms and conditions of     this Agreement.

4. Report to the Management Committee any default in payment by any of     the Parties or Capacity Pool Purchasers as provided in this Agreement.

5. Maintain records of all its billing activities

6. Afford the Parties and their subcontractors the right to review at their own     expense relevant books, records, vouchers and accounts of costs in     accordance with the audit procedures established by the F&ASC.

7. Provide a point of contact for explanations regarding bills.

8. Keep all the documentation on which the bills are based.

9. Provide and maintain a system CBP website to post the capital cost billing     milestone, quarterly billing forecast, O&M budget, restoration billing, CBP     Report, and other information which might be beneficial to all the Parties.

10.Provide a central billing function for Capacity Pool sales by rendering bills     to, and collecting payments from, Capacity Pool Purchasers and distribute     the proceeds to the appropriate EASSy Parties.

11. Collect restoration revenues derived through the usage of EASSy by     other cables, and to distribute the proceeds to the relevant parties in an     efficient manner.

12. Prepare the final settlement account (FSA) of the Wet Segment Capital     costs for review by F&ASC and for approval by Management Committee.

B. The CBP shall assist, as necessary, the F&ASC in carrying out its tasks     assigned by the Management Committee.

C. The CBP shall adhere to appropriate International Accounting Practice

D. The CBP appointee shall have at least 3 years previous submarine cable     CBP experience

E. The CBP shall report to the Management Committee through the F&ASC,    on a quarterly basis or as requested by Management Committee.