{"id":42205,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/cost-sharing-and-iru-agreement-level-3-communications-llc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"cost-sharing-and-iru-agreement-level-3-communications-llc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/cost-sharing-and-iru-agreement-level-3-communications-llc-and.html","title":{"rendered":"Cost Sharing and IRU Agreement &#8211; Level 3 Communications LLC and INTERNEXT LLC"},"content":{"rendered":"<pre>                         COST SHARING AND IRU AGREEMENT\n\n\n                                     between\n\n\n                           LEVEL 3 COMMUNICATIONS, LLC\n\n\n                                       and\n\n\n                                 INTERNEXT, LLC\n\n\n\n\n\n\n\n\n\n\n                               Dated July 18, 1998\n\n\n\n\n\n                                       \n\n\n\n\n\n                         COST SHARING AND IRU AGREEMENT\n\n     THIS COST SHARING AND IRU AGREEMENT  (\"Agreement\") is made and entered into\nas of the 18th day of July, 1998, by and between LEVEL 3 COMMUNICATIONS,  LLC, a\nDelaware limited  liability company  (\"Grantor\") and INTERNEXT,  LLC, a Delaware\nlimited liability a company (\"Grantee\").\n\n                                    RECITALS\n\n     A.  Grantor  intends to  construct  a  nationwide  multiconduit  (currently\nestimated at eight 1 1\/4\" conduits,  taking into account this  Agreement)  fiber\noptic communications system, including certain Opamp Facilities and Regeneration\nFacilities (as such terms are defined  herein) as generally  depicted on Exhibit\n\"A-1\"  attached  hereto and which will  connect the cities  described on Exhibit\n\"A-2\" attached hereto (the \"Grantor System\").\n     B.  Grantor  further  intends to install  within one of the conduits of the\nGrantor System a high fiber count (currently estimated at 96 fibers, taking into\naccount this  Agreement)  fiber optic cable (as more fully  described in Exhibit\n\"H\", the \"Cable\").\n     C. Grantee  desires to own or to possess an  indefeasible  right to use and\ncontrol  a  network  consisting  of 24  conduit-protected  fibers  and one spare\nconduit  connecting the cities  described on Exhibit \"A-2\" attached  hereto.  D.\nGrantor and Grantee can complete their desired networks less expensively if such\nnetworks are  constructed  as part of a single project than if each network were\nconstructed independently.  E. Grantor and Grantee therefore desire to share the\ncosts of  constructing  the Grantor  System,  and,  pursuant to such  sharing of\ncosts,  Grantor desires to grant to Grantee  ownership of and\/or an indefeasible\nright to use certain  facilities in the Grantor System,  all upon and subject to\nthe terms and conditions set forth below.\n\n\n\n\n\n                                       1\n\n\n\n\n\n\n                                   ARTICLE 1.\n                                   DEFINITIONS\n\n     1.01  \"Acceptance  Date\" shall mean the date when  Grantee  delivers (or is\ndeemed to have  delivered)  notice of  acceptance  of a  Completion  Notice with\nrespect to a Segment in accordance with Article 9.\n     1.02 \"Acceptance Testing\" shall have the meaning set forth in Section 9.01.\n     1.03 \"Access Points\" shall have the meaning set forth in Section 10.01.\n     1.04 \"Actual  Operating  Expenses\"  shall mean,  without  duplication,  the\nactual  out-of-pocket costs and expenses reasonably and necessarily  incurred by\nGrantor in connection  with the operation of the Grantor  System,  as more fully\ndescribed in Exhibit \"L\" hereto.\n     1.05  \"Additional  Grantee  Fibers\"  shall  have the  meaning  set forth in\nSection 3.01.\n     1.06  \"Affiliate\"  shall mean,  with respect to any specified  Person,  any\nother Person that directly,  or indirectly  through one or more  intermediaries,\ncontrols,  is controlled  by, or is under common  control with,  such  specified\nPerson. \"Control\" (including the terms \"controlled by\" and \"under common control\nwith\") means the possession,  directly or indirectly,  of the power to direct or\ncause the direction of the management or policies of a Person,  whether  through\nthe  ownership  of voting  securities,  by  contract or credit  arrangement,  as\ntrustee or executor,  or otherwise,  provided that,  with respect to Grantor and\nfor the purpose of Sections  3.04(i),  6.04 and 7.02 only, the term \"Affiliates\"\nshall not include the following  Persons if they would  otherwise be Affiliates:\n(A)  Cable  Michigan,   Inc.,  RCN  Corporation   and   Commonwealth   Telephone\nEnterprises,  Inc. (and any  intermediate  holding  companies or other  entities\nformed solely for the purpose of owning stock in such  Persons),  unless Grantor\nor its other  Affiliates  shall  acquire  more than fifty  percent of the voting\ncontrol of such Persons,  and (B)  California  Private  Transportation  Company,\nL.P., to the extent California  Private  Transportation  Company,  L.P. has been\nrequired to construct or install fibers or conduits  pursuant to the requirement\nof any Governmental Authority.\n\n\n\n                                       2\n\n\n\n\n\n     1.07 \"Associated  Property\" shall mean the tangible and intangible property\nneeded for the use of the Grantee  Fibers and Grantee  Conduit as  permitted  by\nthis Agreement,  including the Regeneration Facilities and Opamp Facilities, but\nexcluding in any and all events any electronic and\/or optronic  equipment.\n     1.08  \"Authorization\"  shall  mean  any  consent,   registration,   filing,\nagreement,  notarization,  certificate,  license, approval, permit, authority or\nexemption from, by or with any Governmental Authority or other Person.\n     1.09  \"Canadian  Person\"  shall mean any Person  which is  permitted  under\napplicable   Canadian    telecommunications   laws   to   own   or   operate   a\ntelecommunications system located in Canada.\n     1.10 \"CBD\" shall mean the commonly referred to central business district of\na city.\n     1.11  \"Commencement  Date\" shall mean the date on which  Grantor  commences\nconstruction of the Grantor  System,  provided that if Grantor has not commenced\nsuch construction on or prior to December 31, 1998, then the \"Commencement Date\"\nshall mean December 31, 1998.\n     1.12  \"Commencement  Contribution\"  shall  have the  meaning  set  forth in\nSection 4.01.\n     1.13  \"Completion  Date\" shall mean (i) in the case of all Segments  within\nPhase One and Phase Two, the (***) anniversary of the Commencement Date and (ii)\nin the case of all  Segments  within  Phase  Three,  the earlier to occur of (a)\n(***) months from the date that Grantor  commences  construction  of Phase Three\nand (b) the (***) anniversary of the Commencement  Date, subject in each case to\nany Force Majeure Event or Grantee Delay Event.\n     1.14 \"Completion  Contribution\" shall have the meaning set forth in Section\n4.01.\n     1.15 \"Completion Notice\" shall have the meaning set forth in Section 9.02.\n     1.16 \"Costs\" shall mean actual,  direct costs paid or payable in accordance\nwith the established  accounting  procedures generally used by Grantor and which\nit utilizes in billing third parties for reimbursable projects which costs shall\nbe limited to the  following:  (i)  internal  labor costs,  including  wages and\nsalaries, and benefits and\n\n\n                                       3\n\n\n\n\noverhead  (provided  that the costs of such  benefits and overhead do not exceed\nthirty percent (30%) of such wages and salary),  and (ii) other direct costs and\nout-of-pocket  expenses on a  pass-through  basis (e.g.,  equipment,  materials,\nsupplies, contract services, etc.).\n     1.17 \"Dark Fiber\" shall have the meaning set forth in Section 15.03.\n     1.18 \"Designated Party\" shall mean (i) Eagle River, Inc.,  Teledesic Corp.,\nNextel Communications, Inc., (***).\n     1.19 \"Dispute Notice\" shall have the meaning set forth in Article 24.\n     1.20 \"Effective Date\" shall have the meaning set forth in Section 5.01.\n     1.21 \"Execution  Contribution\"  shall have the meaning set forth in Section\n4.01.\n     1.22 \"Final Contribution\" shall have the meaning set forth in Section 4.01.\n     1.23 \"Force Majeure Event\" shall have the meaning set forth in Article 19.\n     1.24  \"Governmental  Authority\"  shall mean any federal,  state,  regional,\ncounty,  city,  municipal,  local,  territorial  or tribal  government,  whether\nforeign or domestic,  or any department,  agency, bureau or other administrative\nor regulatory  body obtaining  authority  from any of the foregoing,  including,\nwithout limitation, courts, public utilities and sewer authorities.\n     1.25 \"Grantee Conduit\" shall have the meaning set forth in Section 3.01.\n     1.26  \"Grantee  Delay  Event\"  shall mean the  failure of Grantee to timely\nobserve and perform its  obligations  and  agreements  hereunder,  which failure\ndelays the  construction  and installation of the Grantor System with respect to\none or more segments.\n     1.27 \"Grantee Fibers\" shall have the meaning set forth in Section 3.01.\n\n\n\n                                       4\n\n\n\n\n\n     1.28 \"Grantor System\" shall have the meaning set forth in the Recitals.\n     1.29  \"Grantor  Termination  Point\"  shall  have the  meaning  set forth in\nSection 2.02.\n     1.30  \"Hotel\"  shall  mean a  building  in  which  points  of  presence  of\ninterexchange carriers are found.\n     1.31  \"Impositions\"  shall mean all taxes,  fees,  levies,  imposed  duties\ncharges  or  withholdings  of any nature  (including  without  limitation  gross\nreceipts,  taxes and  franchise,  license and permit  fees),  together  with any\npenalties,   fines  or  interest   thereon  arising  out  of  the   transactions\ncontemplated by this Agreement  and\/or imposed upon the Grantor  System,  or any\npart thereof, by any Governmental Authority.\n     1.32  \"Incremental  Costs\" shall mean,  with  respect to Sections  7.02 and\n7.06, the Costs of  construction  and  installation  of the  Additional  Grantee\nFibers but shall not include the cost of constructing and installing the conduit\nin which such fibers are installed,  the cost of constructing and installing the\nInitial Grantee Fibers or any other costs associated with the Grantor System.\n     1.33 \"Initial  Grantee  Fibers\" shall have the meaning set forth in Section\n3.01.\n     1.34 \"IRU\" shall have the meaning set forth in Section 3.01.\n     1.35 \"IRU Contribution\" shall have the meaning set forth in Section 4.01.\n     1.36  \"Lien\"  shall  mean  any  mortgage,  pledge,  hypothecation,   claim,\nassessment,  security interest, lease, sublease, license, lien, conditional sale\ncontract,  title retention  contract,  adverse or infringing  claim or interest,\neasement,  encroachment,  voting trust agreement, option, charge, right of first\nrefusal or other  encumbrance or restriction of any kind, or rights of others or\nother contract to give any of the foregoing,  excluding any of the foregoing (i)\nin favor of the grantor of any  Required  Right,  or granted by the grantor of a\nRequired Right  independent of the  transactions  contemplated  by such Required\nRight, (ii) arising under or resulting from the terms and provisions of, and the\nexecution by,  Grantor of the instrument  evidencing  such Required  Right,  and\n(iii) which are customary for agreements of that type.\n     1.37 \"Major Cities\" shall mean the cities designated as Major Cities listed\non Exhibit A-2.\n     1.38 \"Minimum Period\" shall mean, with respect to each Segment, a period of\n(***) years from the Acceptance Date for such Segment.\n\n\n\n\n                                       5\n\n\n\n\n\n     1.39  \"Node  Site\"  shall mean the  facilities  (other  than  long-distance\nbackbone  Regeneration  Facilities and Opamp  Facilities)  which  accommodate or\nhouse  switch  equipment,  fiber optic  transmission  and  associated  ancillary\nequipment to serve as a switch terminal,  transport concentrator,  hub terminal,\njunction or end user pop location.\n     1.40 \"Operating Expense Charge\" shall have the meaning set forth in Section\n13.02.\n     1.41  \"Operating  Expense  Estimate\"  shall have the  meaning  set forth in\nSection 13.05.\n     1.42 \"Opamp  Facilities\"  shall mean  facilities  to optically  amplify lit\nfibers as more particularly described on Exhibit \"I\".\n     1.43 \"Option Right\" shall have the meaning set forth in Section 6.01.\n     1.44  \"Person\"  shall mean any natural  person,  corporation,  partnership,\nlimited liability company, business trust, joint venture,  association,  company\nor government, or any agency or political subdivision thereof.\n     1.45 \"Phase\" shall mean Phase One, Phase Two or Phase Three.\n     1.46 \"Phase One\" shall have the meaning set forth in Section 2.04.\n     1.47 \"Phase Two\" shall have the meaning set forth in Section 2.04.\n     1.48 \"Phase Three\" shall have the meaning set forth in Section 2.04.\n     1.49 \"Pinch Event\" shall have the meaning set forth in Section 7.02.\n     1.50 \"Proprietary  Information\" shall have the meaning set forth in Section\n23.01.\n     1.51  \"Recurring  Charges\"  shall  mean the ROW  Charge  and the  Operating\nExpense Charge.\n     1.52  \"Regeneration  Facilities\"  shall mean  facilities to regenerate  the\nsignal of lit fibers as more particularly described on Exhibit \"I\".\n     1.53 \"Required Rights\" shall have the meaning set forth in Section 6.01.\n     1.54  \"Required  Right  Payment\"  shall mean any payment  which  Grantor is\nrequired to make to the grantor or provider of a Required  Right pursuant to the\nterms of the instrument governing such Required Right.\n\n\n\n                                       6\n\n\n\n\n     1.55 \"Route Miles\" shall mean, for each Segment, the actual number of route\nmiles for such Segment as  constructed,  provided  that,  if the Grantor  System\nfollows more than one route for all or any portion of a Segment, only the actual\nroute  miles  for the route  containing  the  Initial  Grantee  Fibers  shall be\nincluded.\n     1.56 \"ROW Charge\" shall have the meaning set forth in Section 13.02.\n     1.57 \"RRG\" shall have the meaning set forth in Section 2.02.\n     1.58 \"Segments\" shall have the meaning set forth in Section 2.01.\n     1.59 \"Segment End Points\" shall have the meaning set forth in Section 2.01,\nas the same may be extended and terminated pursuant to Section 2.02.\n     1.60 \"System Route\" shall have the meaning set forth in Section 2.01.\n     1.61 \"Term\" shall have the meaning set forth in Section 5.01.\n\n                                   ARTICLE 2.\n                                  SYSTEM ROUTE\n\n     2.01  Grantor  shall  cause the  Grantor  System to connect  the city pairs\nidentified on Exhibit \"B\" attached  hereto (each city  identified on Exhibit \"B\"\nis herein called a \"Segment End Point\", the route between the applicable Segment\nEnd Points is herein  called a \"Segment\",  and all of the Segments  together are\nherein called the \"System Route\").\n     2.02 In the case of the Major  Cities,  Grantor  shall  cause  the  Grantor\nSystem,  or at a minimum the portion  thereof in which Grantee shall receive the\nIRU, to extend to (***) the serving  manholes or access points located  adjacent\nto the building  containing  Grantee's Node Site as specified by Grantee in each\nsuch Major City, in accordance with Exhibit \"M\" attached  hereto,  provided that\nGrantee shall obtain all necessary  permits or waivers for such  extension  from\nthe owner of such  building  and\/or the owner of the real property on which such\nbuilding is located,  and provided  further that all  end-point  locations  with\nrespect to the Major Cities will have diverse  routing from the main backbone of\nthe Grantor System. In the event that, for any Major City,  Exhibit \"M\" does not\ncontain  the  address  of the  building  in which  Grantee's  Node  Site will be\nlocated,\n\n\n\n                                       7\n\n\n\n\nGrantee  shall  provide  Grantor with such  address,  which will be within (***)\nmiles of the center  point of the CBD, no later than (***)  months  prior to the\ntargeted  completion date for such Major City set forth in Exhibits \"B\", \"D\" and\n\"E\", except that Grantee shall have a 30-day grace period in circumstances where\nGrantee  has made  substantial  efforts to locate  real estate to house its Node\nSite. For all Segment End Points which are not Major Cities, the Grantor System,\nor at a minimum the portion  thereof in which  Grantee  shall have  received the\nIRU,  shall connect to and  terminate at a splice point  contained in any of the\nfollowing,  in Grantor's sole  discretion:  (i) a Node Site of Grantee or one of\nits Affiliates in the CBD of such city,  (ii) the primary or secondary Hotel for\nsuch city, or (iii) a  Regeneration  Facility,  Opamp Facility or a Node Site of\nGrantor or one of its Affiliates in such city (each such Regeneration  Facility,\nOpamp  Facility  or Node Site of  Grantor or one of its  Affiliates,  a \"Grantor\nTermination Point\"), provided that (A) such Grantor Termination Point is located\nwithin (***) miles of the center point of such city's CBD and (B) Grantor  shall\nreturn the Grantor System or such portion thereof in which Grantee shall receive\nthe IRU to a publicly  dedicated  street  adjacent to such  Grantor  Termination\nPoint,  provided that all end-point locations for cities other than Major Cities\nwill have diverse  routing from the main  backbone of the Grantor  System to the\nextent  the  Grantor  System  provides  such  diverse  routing to Grantor or its\nAffiliates. (***).\n\n\n\n\n                                       8\n\n\n\n\nThe Grantor Termination Point in any Segment End Point shall be the same for all\nSegments  ending at such Segment End Point.  2.03 The  specific  location of the\nSystem  Route  between  Segment End Points is subject to Grantor  obtaining  the\nRequired Rights, provided that in any event Grantor shall cause the System Route\nto connect the Segment End Points for each Segment.  The Grantor  System will be\nconstructed and installed in three phases (the \"Phases\"). The first Phase of the\nGrantor  System (\"Phase One\"),  estimated at  approximately  11,411 route miles,\nshall  include the  Segments  described  on Exhibit \"C\"; the second Phase of the\nGrantor  System  (\"Phase Two\"),  estimated at  approximately  3,714 route miles,\nshall include the Segments  described on Exhibit \"D\"; and the third Phase of the\nGrantor  System (\"Phase  Three\"),  estimated at  approximately  910 route miles,\nshall  include  the  Segments   described  on  Exhibit  \"E\"  provided  that  (i)\nconstruction of each of (A) the Seattle to Vancouver  Segment in Phase Three and\n(B) the aggregate of the Albany to Montreal,  Montreal to Toronto and Toronto to\nBuffalo  Segments in Phase Three,  shall be optional in the sole  discretion  of\nGrantor,  and (ii) in the event  Grantor  elects to not construct the Seattle to\nVancouver  Segment,  the Final Contribution shall be reduced by the sum of (***)\nand Grantee will not be required to pay the Completion Contribution set forth in\nExhibit \"F\" for the Seattle to Vancouver Segment, and (iii) in the event Grantor\nelects not to construct the Albany to Montreal,  Montreal to Toronto and Toronto\nto Buffalo Segments in Phase Three, (A) the Final  Contribution shall be reduced\nby the sum of  (***),  and (B) an Albany to  Buffalo  Segment  shall be added to\nPhase One with a Completion Contribution equal to the aggregate amount set forth\nin Exhibit  \"F\" for the Albany to  Montreal,  Montreal to Toronto and Toronto to\nBuffalo  Segments  less the sum of (***).  Grantor  shall  provide  Grantee with\nwritten notice of the  commencement  of construction of each Phase promptly upon\ncommencement thereof and of any determination not to construct Phase Three. 2.05\nNotwithstanding anything to the contrary contained herein, Grantor may elect, at\nits option,  to acquire any  portions of the Grantor  System from third  parties\n(whether under a lease,  sublease,  indefeasible  right of use, or otherwise) in\nlieu of constructing and installing the Grantor System respecting such portions;\n(***).\n\n\n\n                                       9\n\n\n\n\n\n                                   ARTICLE 3.\n                                  GRANT OF IRU\n\n     3.01 Subject to the terms of Article 7 below,  as of the Effective Date for\neach Segment delivered by Grantor to Grantee hereunder, Grantor hereby grants to\nGrantee,  and Grantee  hereby  acquires from Grantor for the purposes  described\nherein (i) an exclusive  indefeasible  right of use in (or, if and to the extent\nprovided in Section 3.02 hereof,  ownership  of),  twenty-four  (24) fibers (the\n\"Initial  Grantee  Fibers\") plus (a) to the extent Grantee  exercises its option\npursuant  to Section  7.06,  the fibers  acquired  by Grantee  pursuant  to such\noption,  (b) the fibers in excess of 24 delivered to Grantee pursuant to Section\n7.02 and (c) fibers  installed in the Grantee  Conduit (the fibers  described in\nclauses  (a),  (b) and (c) are herein  referred  to as the  \"Additional  Grantee\nFibers\"),  in each  case to be  specifically  identified  in the Cable or cables\nbetween the Segment End Points for such Segment (the  \"Initial  Grantee  Fibers\"\nand the  \"Additional  Grantee  Fibers\",  together  with  all  substitutions  and\nreplacements  thereof, are herein referred to as the \"Grantee Fibers\"),  (ii) an\nexclusive  indefeasible  right of use in (or,  if and to the extent  provided in\nSection  3.02  hereof,  ownership  of) one  specifically  identified  unoccupied\nconduit in the Grantor System between the Segment End Points for\n\n\n \n                                       10\n\n\n\n\neach Segment (the \"Grantee Conduit\"),  and (iii) an associated and non-exclusive\nindefeasible  right  of use in the  Associated  Property  with  respect  to such\nSegment,  all upon and  subject  to the terms and  conditions  set forth  herein\n(collectively the \"IRU\").\n     3.02 Notwithstanding  anything contained herein to the contrary: (a) if and\nto the extent not prohibited by the Required  Right(s)for a particular  Segment,\nand (b) if the  Required  Right(s)  with respect to such Segment do not and will\nnot  impose  upon  Grantor  any  additional  fees,  costs or charges as a result\nthereof (unless Grantee shall pay the same or make  arangements  satisfactory to\nGrantor to assure such payment),  Grantor shall, upon the request of Grantee and\non a  Segment-by-Segment  basis on the  Acceptance  Date  with  respect  to such\nSegment and without the need for any further action or execution of documents by\nGrantor to Grantee:  (i)  transfer  title to the Grantee  Fibers and the Grantee\nConduit to Grantee  free and clear of all Liens  attributable  to  Grantor; \n(ii)grant to Grantee a lease,  subeasement or similar agreement providing \nrights (at no additional cost to or monetary  obligations of Grantee, except to\nthe extent provided in clause (b) above) to Grantee  substantially identical to\nthe rights held by Grantor under the relevant Required  Right(s) (a \n\"Sublease\");  and (iii) continue  the  grant  of the IRU in the  Associated  \nProperty.  Nothing  in this Section 3.02 or in any such  Sublease  shall  \nrelieve  Grantor or Grantee of its rights, duties and obligations set forth \nin this Agreement or diminish,  enlarge or otherwise  affect such rights,  \n     duties and obligations  (except that, to the extent  applicable  under this\nSection 3.02,  Grantee's  property interest will consist of title in the Grantee\nFibers and the Grantee  Conduit and a grant of a Sublease)  and if any  Sublease\nshall  terminate or Grantee  shall be  otherwise  subsequently  prohibited  from\nowning  title to the  Grantee  Fibers and the  Grantee  Conduit,  Grantor  shall\nmaintain the Required Rights in accordance with and pursuant to Article 6, title\nto such Grantee  fibers and Grantee  Conduit  shall revert and be  reconveyed to\nGrantor and  Grantee  shall have and retain the IRU in such  Grantee  Fibers and\nGrantee Conduit under and subject to the terms and conditions of this Agreement.\n\n3.03 Except to the extent not permitted by any Required Right, Grantor\nhereby grants to Grantee a security interest and lien in all of Grantor's right,\ntitle and interest in\n\n\n \n                                       11\n\n\n\n\nthe Grantee Fibers and the Grantee Conduit,  whether now or hereafter  acquired,\nin order to secure  performance  of  Grantor's  obligations  to  Grantee in this\nAgreement.\n     3.04  Grantor  shall use  commercially  reasonable  best  efforts  to cause\nconstruction  and  Acceptance  Testing  for  all  Segments  to  be  successfully\ncompleted  no later than (***) (or in the case of Phase  Three,  the  earlier of\n(***) and (***) months after the  commencement of construction  thereof) and, if\nnot so completed by such date, then as soon as practicable  thereafter.  Grantor\nacknowledges  that time is of the essence in this  Agreement and that Grantee is\nrelying on delivery of all  Segments by such date.  In light of the fact that it\nwould be  impossible  to  calculate  the  reduction in the value of the IRU that\nGrantee bargained for in the event that  construction or Acceptance  Testing for\nany Segment is not  completed by such date,  or if Grantor  fails to deliver any\nSegment  altogether,  Grantor and Grantee hereby agree to the following payments\nand\/or reductions (which constitute adjustments to the IRU Contribution),  which\nexcept as otherwise  specifically  provided for in paragraph (i) below, shall be\nthe sole remedy of Grantee in the event of the late delivery or  non-delivery of\nany Segment:\n     (a) At any time that Grantor  determines,  in its best  judgment,  that the\nAcceptance  Date for any Segment will be delayed past (***), it shall deliver to\nGrantee a notice in  writing  (a \"Delay  Notice\"),  specifying  the  Segment  or\nSegments affected, stating that the Acceptance Date(s) for such Segments will be\ndelayed  past (***),  and  setting  forth a new firm  delivery  date(s) for such\nSegments.  Grantor may not deliver more than two Delay Notices in respect of any\nsegment, and may only deliver a second Delay Notice in respect of any Segment if\nthe  second  Delay  Notice  sets forth an earlier  firm  delivery  date for such\nSegment Date.  Such firm  delivery  date, as it may be revised in a second Delay\nNotice,  is  hereinafter  referred to as the  \"Revised  Delivery  Date\" for such\nSegment.\n     (b) If Grantor delivers to Grantee a Delay Notice for any Segment, then the\nfollowing provisions shall apply: (i) Grantee may terminate this Agreement as to\nsuch  Segment  at any time on or prior to (x) the date which is the later of (A)\nninety (90) days following the date of delivery of such Delay Notice and (B) six\n(6) months prior to the Revised Delivery Date\n\n\n\n                                       12\n\n\n\n\nfor such Segment or (y) the Acceptance Date with respect to such Segment, if the\nAcceptance  Date for such  Segment  does  not  occur on or prior to its  Revised\nDelivery Date. Upon any such termination pursuant to this paragraph (b), Grantor\nshall pay Grantee,  in respect of the  non-delivery  of such Segment,  an amount\nequal to the Total  Contribution  for such  Segment  multiplied,  in the case of\ntermination pursuant to clause (x) above, by the First Adjustment Factor, and in\nthe case of termination  pursuant to clause (y) above, by the Second  Adjustment\nFactor.\n                  (ii) If Grantee does not terminate  this  Agreement as to such\nSegment,  the  Completion  Contribution  for such Segment shall be reduced by an\namount  equal  to  the  sum of (x)  the  Total  Contribution  for  such  Segment\nmultiplied  by the sum of (A) either (1) if the Revised  Delivery  Date for such\nSegment  is on or prior to (***)  multiplied  by the  number of whole or partial\nmonths occurring during the period from and including (***) and to and including\nthe month in which the  Revised  Delivery  Date  occurs,  or (2) if the  Revised\nDelivery Date for such Segment is on or after (***), the sum of (***) multiplied\nby the number of whole or partial  months  occurring  during the period from and\nincluding  (***) and to and  including  the month in which the Revised  Delivery\nDate  occurs  plus (***),  plus (B) (***)  multiplied  by the number of whole or\npartial  months during the period from and  including the Revised  Delivery Date\nand to and including the month in which the Acceptance Date occurs, plus (C) the\nAdditional Percentage, if any, based on the date of delivery of the Delay Notice\nas to such Segment,  plus (y) the Second Notice Amount,  if any,  arising out of\nthe delivery of a second Delay Notice as to such  Segment.  Grantee shall notify\nGrantor of the Second  Notice  Amount at the time of payment of such  Completion\nContribution.\n     (c) If Grantor fails to deliver a Delay Notice as to any Segment,  then the\nfollowing  provisions  shall apply:  (i) If the Acceptance Date for such Segment\noccurs after (***),  and on or prior to (***),  the Completion  Contribution for\nsuch Segment shall be reduced by an amount equal to the Total  Contribution  for\nsuch Segment  multiplied  by (***)  multiplied by the number of whole or partial\nmonths occurring during\n\n\n                                       13\n\n\n\n\nthe period from and including (***) and to and including the month in which such\nAcceptance Date occurs.\n                   (ii) If the Acceptance Date for such Segment has not occurred\non or prior to (***),  Grantee may terminate this Agreement with respect to such\nSegment at any time on or prior to such  Acceptance  Date, in which case Grantor\nshall pay Grantee,  in respect of the  non-delivery  of such Segment,  an amount\nequal to the Total  Contribution  for such Segment  multiplied by (x) if Grantee\nhas sent Grantor a Reminder  with respect to such Segment at least 10 days prior\nto the date of such termination,  (***) or (y) if Grantee has not sent Grantor a\nReminder with respect to such Segment at least 10 days prior to the date of such\ntermination,  the  amount  that  would  have been  payable  in  respect  of such\ntermination  under  paragraph  (b)(i)(x)  above as if  Grantor  had sent a Delay\nNotice  on (***)  specifying  a  Revised  Delivery  Date the same as the date of\ntermination.\n                  (iii) If the Acceptance Date for such Segment has not occurred\non or prior to (***),  and if Grantee does not  terminate  this  Agreement as to\nsuch Segment,  the Completion  Contribution for such Segment shall be reduced by\nan amount equal to the Total  Contribution for such Segment multiplied by (x) if\nGrantee has sent  Grantor a Reminder  with  respect to such  Segment at least 10\ndays prior to the Acceptance  Date, (***) or (y) if Grantee has not sent Grantor\na Reminder with respect to such Segment at least 10 days prior to the Acceptance\nDate, the amount of such reduction that would have been applicable in respect of\nsuch Completion  Contribution under paragraph (b) above as if Grantor had sent a\nDelay  Notice  on  (***)  specifying  a  Revised  Delivery  Date the same as the\nAcceptance Date.\n     (d) In the event the  Acceptance  Date for a Segment  has not  occurred  by\n(***) and Grantee has not terminated  this Agreement as to such Segment prior to\nsuch date,  this  Agreement  shall be deemed  terminated  as to such  Segment on\n(***), in which case Grantor shall pay Grantee,  in respect of the  non-delivery\nof such  Segment,  an amount  equal to the Total  Contribution  for such Segment\nmultiplied by (***).\n\n\n                                       14\n\n\n\n\n     (e)  Grantor  shall pay  Grantee  any  amounts  required  by the  foregoing\nparagraphs  to be  paid  within  thirty  (30)  days  after  termination  of this\nAgreement  as to any  Segment.  Any sums not paid by Grantor when due shall bear\ninterest at the rate of eighteen percent (18%) per annum. Grantee shall have the\nright to set off  against  any other  amounts  payable  to  Grantor  under  this\nAgreement  the amount of any payment due Grantee  pursuant to this Section 3.04.\nAll payments by Grantor  pursuant to this Section 3.04,  and all  adjustments to\nthe  Completion  Contributions  payable  by Grantee  on the  Acceptance  Date of\nSegments, shall be treated by both Grantor and Grantee as adjustments to the IRU\nContribution payable hereunder.  Grantor and Grantee shall file (and shall cause\ntheir respective  parents to file) their respective income tax returns and other\nreturns and reports for their respective businesses on such basis and, except as\notherwise required by law, not take any positions inconsistent therewith.\n     (f) In the  event  that  Grantor  breaches  its  obligations  in the  first\nsentence of this  Section  3.04 as to any Segment,  Grantee may  terminate  this\nAgreement  as to such  Segment.  Upon  any  such  termination  pursuant  to this\nparagraph (f), Grantor shall pay Grantee, in respect of the non-delivery of such\nSegment,  an amount equal to the Total  Contribution for such Segment multiplied\nby (***).\n     (g) As used in this  Section  3.04,  the  following  terms  shall  have the\nmeanings set forth below:\n                  (i)  \"Additional   Percentage\"   shall  be  (***)  and  (***),\nrespectively,  with  respect to any Segment if the Delay Notice for such Segment\nis delivered on or before (***) and at any time on or after (***), respectively.\n                  (ii) \"First Adjustment Factor\" shall equal, as to any Segment,\n(w) (***) multiplied by the number of whole or partial months in the period from\nand including (***) and to and including the month in which the Revised Delivery\nDate occurs,  if the Revised  Delivery Date is on or before (***), (x) (***), if\nthe  Revised  Delivery  Date is on or after  (***) and on or before  (***),  (y)\n(***), if the Revised Delivery Date is on or after (***) and on or before (***),\n\n\n\n \n                                       15\n\n\n\n\nor (z) (***),  if the Revised  Delivery Date is on or after (***),  in each case\nplus the  Additional  Percentage,  if any,  based on the date of delivery of the\nDelay Notice.\n                  (iii)  \"Reminder\" shall mean a written notice sent on or after\n(***) by Grantee to Grantor  reminding Grantor of Grantee's  termination  rights\nunder  paragraph  (d) of this  Section 3.04 as to any Segments not for which the\nAcceptance  Date has not occurred and Grantor has not prior thereto  delivered a\nDelay Notice.\n                  (iv)  \"  Second  Adjustment  Factor\"  shall  equal,  as to any\nSegment,  (x) (***) plus (y) (***)  multiplied by the number of whole or partial\nmonths in the period from and including  (***) and to and including the month in\nwhich Grantee  notifies  Grantor in writing of the termination of this Agreement\nas to such Segment.\n                  (v)  \"Second  Notice  Amount\"  shall  mean,  as to any Segment\nregarding which Grantor has delivered a second Delay Notice,  an amount,  not to\nexceed the product of (***)  multiplied by the number of whole or partial months\noccurring  during the period from and  including  the  Acceptance  Date for such\nSegment and to and  including  the month in which the Revised  Delivery Date set\nforth in the original  Delay Notice  occurs,  determined by Grantee,  absent bad\nfaith,  to  be  necessary  to  compensate  it  for  costs   incurred,   business\nopportunities  foregone  or damages  otherwise  suffered  based upon the initial\nnotification of the Revised Delivery Date which are not fully compensated for by\nthe earlier delivery of such Segment.\n                  (vi) \"Total  Contribution\"  for any Segment shall be deemed to\nequal,  for purposes of  convenience in this Section 3.04 only, and for no other\npurposes  whatsoever,  an amount equal to 70\/60.375 multiplied by the Completion\nContribution  due upon the  Acceptance  Date for such  Segment  as set  forth in\nExhibit \"F\".\n     (h) Under circumstances where more than one of the foregoing paragraphs may\napply to the termination of this Agreement as to any Segment,  Grantee shall not\nbe entitled to payment under more than one of the such  paragraphs.  Each of the\nforegoing  paragraphs  shall be limited by the provision  that in no event shall\nthe payments in respect of the non-delivery of any Segment, or the reductions in\nthe amount of the Completion Contribution with respect to any Segment,  required\nunder  this  Section  3.04  exceed  (***)  of the  Total  Contribution  for such\nSegments.\n\n\n\n \n                                       16\n\n\n\n\n\n     (i) (i) (***).\n     (ii)  If  Grantee  accepts  such  offer,   the  amount  of  the  Completion\nContribution  and\/or Recurring Charges payable with respect to such Segment upon\nacceptance of such fibers  and\/or  conduit shall be reduced by an amount (not to\nexceed  (***) of  70\/60.375  of the  Completion  Contribution),  as Grantor  and\nGrantee shall agree,  in good faith,  to reflect the reduced value of the fibers\nand\/or conduit accepted as compared to what Grantee had bargained for hereunder,\ntaking into account,  if this  Agreement has been  terminated as to such Segment\nprior to the  acceptance of such offer by Grantee,  any amounts  already paid by\nGrantor in respect  of the  non-delivery  of such  Segment.  The  amounts of the\nExecution Contribution,  Commencement  Contribution and Final Contribution shall\nalso all be reduced by an amount  equal to, in each case,  the  original  amount\nthereof   multiplied   by  the  products  of  17.5\/700,   8.75\/700  and  70\/700,\nrespectively,   multiplied  by  the  percentage   reduction  in  the  Completion\nContribution  for such Segment.  If Grantor and Grantee shall be unable to agree\nupon the  appropriate  reductions in the Completion  Contribution  and Recurring\nCharges payable hereunder within the thirty (30) day period following acceptance\nby  Grantee of such  offer,  the amount of the  reductions  shall be  determined\nthrough an arbitration procedure in accordance with Section 24.01(iv).\n\n\n\n\n                                       17\n\n\n\n\n\n                  (iii) If Grantee rejects such offer, the preceding  provisions\nof this Section 3.04 shall  continue to apply as to such Segment,  provided that\nthis  paragraph  (i) shall  continue  to apply to other  fibers and or  conduits\nconstructed or acquired by Grantor or its Affiliates prior to (***).\n                  (iv) If this  Agreement has been  terminated as to any Segment\nprior to the time  that the  payments  and\/or  reductions  provided  for in this\nSection 3.04 no longer  constitute  the sole remedy of Grantee in respect of the\nnon-delivery  of such  Segment,  then even if Grantor has prior  thereto  made a\npayment to Grantee in respect of the  non-delivery of such Segment,  Grantee may\nnevertheless  bring an action for damages for the  non-delivery of such Segment,\nin which case the amount of any damages  awarded  shall be reduced by the amount\npreviously paid by Grantor to Grantee.\n     (j) The  determination  as to whether  the  delivery of any Segment is late\nshall be made after taking into  consideration  the effect of any Grantee  Delay\nEvents or Force Majeure Events applicable to such Segment.\n     (k) In the event that this  Agreement has been  terminated  with respect to\none or more Segments,  the amount of the Final  Contribution shall be reduced by\nan amount equal to (x) the original Final  Contribution set forth on Exhibit \"F\"\nmultiplied by (y) a fraction, the number of which is the total of the amounts of\nthe Completion  Contributions  set forth on Exhibit \"F\" for all such  terminated\nSegments  divided by the total  original  Completion  Contribution  set forth on\nExhibit \"F\" and Grantor  shall  reimburse  Grantee in an amount equal to (A) the\nsum of the original  Execution  Contribution and  Commencement  Contribution set\nforth on Exhibit  \"F\"  multiplied  by (B) the  fraction  set forth in clause (y)\nabove.\n\n                                   ARTICLE 4.\n                                  CONSIDERATION\n\n     4.01 Grantee agrees to make  contributions  to Grantor for the construction\nof the  Grantor  System as set  forth in  Exhibit  \"F\",  as such  amount  may be\nadjusted as provided herein (the \"IRU Contribution\"). The IRU Contribution shall\nconsist of a contribution to\n\n\n\n                                       18\n\n\n\n\nbe made upon  execution of this  Agreement  (the  \"Execution  Contribution\"),  a\ncontribution  to be made upon  Grantor's  commencement  of  construction  of the\nGrantor System (the \"Commencement Contribution\"), a contribution to be made with\nrespect to each Segment on the Acceptance Date for such Segment (the \"Completion\nContribution\")  and a  contribution  to be made  upon  final  completion  of the\nGrantor System, excluding any Segments terminated by Grantee pursuant to Section\n3.04 or otherwise undelivered by Grantor (the \"Final Contribution\"), all as more\nparticularly described in Exhibit \"F\".\n     4.02 In addition to the IRU  Contribution,  Grantee  shall pay  directly or\nreimburse  Grantor  for all  other  sums,  costs,  fees and  expenses  which are\nexpressly provided to be paid by Grantee under this Agreement, including without\nlimitation,  the  Recurring  Charges.  Except  as  expressly  set  forth in this\nAgreement, Grantee shall have no obligation to pay any amounts in respect of the\nIRU granted hereunder.\n     4.03  Grantor  will  deliver to Grantee  invoices  for  payments of the IRU\nContribution  and all other sums,  costs,  fees and expenses  owed by Grantee to\nGrantor  hereunder  and  Grantee  shall  pay  such  invoiced  amounts,  less any\nreasonably  disputed  amounts,  within  thirty  (30) days after  receipt of such\ninvoice.  Grantee shall provide  Grantor with written  notice by the payment due\ndate  describing  in  reasonable  detail  the  basis for any  disputed  amounts;\nprovided that any disputed amounts resolved in favor of Grantor shall thereafter\nbe paid  promptly by Grantee.  Any sums not paid by Grantee  when due shall bear\ninterest at the rate of eighteen (18%) per annum, other than reasonably disputed\namounts,  which  shall bear  interest  at the rate of twelve  percent  (12%) per\nannum. \n     4.04 Grantor agrees that it will not, for a period of (***) years after the\nAcceptance Date of the last Segment delivered hereunder, sell, transfer or grant\nrights of use or similar rights to use any  facilities,  in whole or in part, in\nthe Grantor System (other than to an Affiliate of Level 3  Communications,  Inc.\nor an RRG) upon  economic or other  material  terms more  beneficial  than those\nprovided to Grantee  hereunder.  Prior to entering  into any  agreement or other\narrangement  with any other Person (other than such a subsidiary or such an RRG)\nregarding the use or transfer of all or part of the Grantor System,  (i) Grantor\nwill provide Grantee with sufficient detail of the terms thereof (the\n\n\n\n \n                                       19\n\n\n\n\nconfidentiality  of which information shall be maintained by Grantee as provided\nin  Article  23) in order to  enable  Grantee  to  compare  such  terms to those\nprovided to Grantee hereunder and (ii) at Grantee's option, this Agreement shall\nbe modified  to give  Grantee the  benefits of the more  beneficial  economic or\nother material terms contained in such other  agreement or  arrangement.  In the\nevent that  Grantor and Grantee are unable to agree  whether such terms are more\nbeneficial or have been appropriately incorporated in this Agreement, if Grantee\nso  requests,  the parties  shall submit such  disagreement  to  arbitration  in\naccordance  with Section  24.01(iv).  The  provisions of this Section 4.04 shall\nsurvive any  modification  of this  Agreement  pursuant to this Section  4.04. A\nmerger or  consolidation of Grantor or a sale by Grantor of all or substantially\nall of its assets shall not be considered a sale, transfer or grant of rights to\nuse the Grantor System covered by this Section 4.04.\n\n                                   ARTICLE 5.\n                                      TERM\n\n     5.01 The IRU with respect to each Segment shall become  effective  (and the\ntransfer  of  title to the  Grantee  Fibers  and the  Grantee  Conduit  for each\nSegment,  if  applicable,  shall  occur)  on the  first  day  when  both (i) the\nAcceptance  Date with  respect to the Segment has  occurred and (ii) Grantor has\nreceived  payment of all of the IRU  Contribution  then due to Grantor  for such\nSegment (as to such Segment, its \"Effective Date\"). Subject to the provisions of\nArticle 6 and Article 7, the IRU with respect to each Segment shall terminate at\nthe end of the  economically  useful life of both the Grantee Fibers and Grantee\nConduit  within  such  Segment,  as  determined  pursuant  to Section  5.03 (the\n\"Term\").\n     5.02 Notwithstanding  anything in this Agreement to the contrary,  the Term\nwith respect to each Segment shall not be less than the Minimum Period.  Grantor\nshall take all such actions as may be necessary to cause each Required  Right to\nremain in effect  so that the Term for each  Segment  shall be not less than the\nMinimum Period  (including,  without  limitation,  exercising any renewal rights\nunder any Required Right, or otherwise\n\n\n\n                                       20\n\n\n\n\nacquiring  at no cost to Grantee  such  extensions  or additions of any Required\nRight and\/or obtaining  replacements or substitutions of any Required Right (and\nrelocating such Segment or portions thereof at Grantor's sole cost under Section\n6.05) as may be  necessary,  in order to cause  the term of each  such  Required\nRight, or such replacement or substitution thereof, to be continued until a date\nthat is not earlier than the last day of the Minimum Period for such Segment).\n     5.03 Grantee  shall  determine,  in its sole  discretion,  when the Grantee\nFibers and\/or Grantee Conduit with respect to any Segment shall have reached the\nend of their  economically  useful  life and shall give  written  notice of such\ndetermination  to  Grantor.  Upon any such  determination  by Grantee  after the\nMinimum Period, the Term shall expire with respect to such Grantee Fibers and\/or\nGrantee  Conduit  in such  Segment  and all  title to  and\/or  rights to the use\nthereof  shall  revert  to  Grantor  without  reimbursement  of any  of the  IRU\nContribution or other sums, costs, fees or expenses previously made with respect\nthereto,  and from and after such time  Grantee  shall  have no further  rights,\nobligations or liabilities hereunder or any other liability with respect thereto\nunless such rights,  obligations or liabilities are specifically provided herein\nto survive the Term.\n     5.04 Absent a  determination  by Grantee  under Section 5.03, at the end of\nthe Term for each Segment,  at Grantee's option,  (i) Grantor shall transfer all\nof Grantor's  right,  title and  interest to the Grantee  Fibers and the Grantee\nConduit  within  such  Segment  not then owned by  Grantee to Grantee  for $1.00\n(except if Grantee has given  written  notice as to such  Segment  described  in\nSection 5.03), in which case Grantee shall assume, and Grantor shall be relieved\nof, all obligations in connection therewith,  or (ii) Grantee shall transfer all\nof Grantee's  right,  title and  interest to the Grantee  Fibers and the Grantee\nConduit within such Segment not then owned by Grantor to Grantor for $1.00.\n     5.05  Grantor  and  Grantee  acknowledge  and agree that  Grantee  shall be\ntreated for accounting and federal and all applicable  state tax purposes as the\nexclusive  beneficial  owner of all Grantee Fibers and Grantee  Conduit (each of\nwhich  constitutes  an interest in real  property)  with respect to which it has\nreceived  an IRU  hereunder,  and as the holder of an  associated  non-exclusive\nindefeasible  right  of use in the  Associated  Property  (which  constitutes  a\nleasehold interest in real property). Grantor and Grantee further agree that\n\n\n\n                                       21\n\n\n\n\nthe transactions  contemplated in this Agreement constitute,  for accounting and\nfederal and  applicable  state tax purposes,  a joint  undertaking  to share and\nminimize   the   expenses   of   constructing   of   each   party's   respective\ntelecommunications  network,  and not as a separate entity or as a sale or lease\n(except with respect to lease of the Associated  Property).  Grantor and Grantee\nshall file (and shall cause their  respective  Parents to file) their respective\nincome  tax  returns  and  other  returns  and  reports  for  their   respective\nImpositions on such basis and, except as otherwise required by law, not take any\npositions inconsistent therewith.\n     5.06 This Agreement shall become  effective on the date hereof,  subject to\nSection 20.04 hereof, and shall terminate on the date when, after completion and\ndelivery of the Segments all the Terms of all such  Segments  shall have expired\nor  terminated,  except  that  Articles  16,  24 and  those  provisions  of this\nAgreement which are expressly  provided herein to survive such termination shall\nremain binding on the parties hereto. \n     5.07 If (i)  Grantee or an entity  which  directly or  indirectly  controls\nGrantee (each a \"Grantee Parent\") makes a general  assignment for the benefit of\nits  creditors,  files a voluntary  petition in  bankruptcy  or any  petition or\nanswer seeking,  consenting to, or acquiescing in  reorganization,  arrangement,\nadjustment,  composition,  liquidation,  dissolution, or similar relief, (ii) an\ninvoluntary  petition  in  bankruptcy  or other  insolvency  protection  against\nGrantee or any  Grantee  Parent is filed and not  dismissed  within one  hundred\ntwenty (120) days,  (iii) Grantee or any Grantee Parent defaults with respect to\nany  borrowed  money  indebtedness  of Grantee or such Grantee  Parent  having a\nprincipal  amount in excess of (***),  which  indebtedness  is  already  due and\npayable  in full or  which  default  has  resulted  in,  or  would  permit,  the\nacceleration  of the maturity of such  indebtedness,  (iv) except as provided in\n(v) below,  Grantee  materially  breaches this Agreement and such breach remains\nuncured for 30 days (or, if not susceptible of cure within such period, cure has\nnot been  commenced and  diligently  pursued  thereafter)  after written  notice\nthereof by Grantor,  (v) Grantee fails,  for a period of ten (10) days following\nwritten  notice by  Grantor  of such  failure,  to make  payment in excess of an\naggregate  of (***) due  hereunder  (unless the unpaid sum is being  disputed in\ngood faith), or (vi) any Permitted  Guarantor shall materially breach Section 16\nof its guaranty\n\n\n\n                                       22\n\n\n\n\nreferred  to in Section  20.06 and such  breach  shall  have a material  adverse\neffect or such Permitted Guarantor's ability to perform under such Guaranty, and\nsuch breach  remains  uncured (or Grantee  has not  substituted  a new  Guaranty\ntherefor) for 30 days (or, if not  susceptible of cure within such period,  cure\nhas not been commenced and diligently  pursued  thereafter) after written notice\nthereof by Grantor,  Grantor may, upon twenty (20) days prior written  notice to\nGrantee and while such event is  continuing,  terminate this Agreement as to all\nSegments as to which Grantee has not yet paid the  Completion  Contribution,  in\nwhich  case  Grantee  shall  have no  further  obligation  to make any  payments\nhereunder as to the Segments terminated. In addition, upon the occurrence of any\nevent  described in clauses (iv) or (v) above, in addition to any other remedies\navailable to Grantor at law or in equity,  including  specific  performance  and\ninjunctive relief,  Grantor shall have no obligations under Article 12 hereunder\nas to any  Segments as to which  Grantee has paid the  Completion  Contribution,\nunless and until such  default is cured.  Except as provided in the  immediately\npreceding sentence,  and  notwithstanding  other provisions in this Agreement to\nthe contrary,  Grantor  acknowledges and agrees that Grantor shall have no right\nunder any circumstances to terminate the IRU, in whole or in part, or any of the\nrights and interests of Grantee hereunder, with respect to any Segment for which\nthe Completion  Contribution  relating thereto has been fully paid in accordance\nwith the terms hereof prior to the termination of the Term of such Segment. 5.08\nIf (i) Grantor or an entity which directly or indirectly  controls Grantor (each\na \"Grantor Parent\") makes a general assignment for the benefit of its creditors,\nfiles a voluntary petition in bankruptcy or the filing by Grantor or any Grantor\nParent of any  petition or answer  seeking,  consenting  to, or  acquiescing  in\nreorganization,  arrangement, adjustment, composition, liquidation, dissolution,\nor  similar  relief,  (ii)  an  involuntary  petition  in  bankruptcy  or  other\ninsolvency  protection  against  Grantor or any Grantor  Parent is filed and not\ndismissed  within one hundred  twenty (120) days,  (iii)  Grantor or any Grantor\nParent  defaults with respect to any borrowed money  indebtedness  of Grantor or\nsuch  Grantor  Parent  having a  principal  amount in  excess  of  (***),  which\nindebtedness  is already due and payable in full or which  default has  resulted\nin, or would permit, the acceleration of the maturity of such indebtedness, (iv)\nGrantor materially\n\n\n\n \n                                       23\n\n\n\nbreaches  this  Agreement  (except  breaches  covered by Section  3.04) and such\nbreach  remains  uncured 30 days (or,  if not  susceptible  of cure  within such\nperiod,  cure has not been commenced and diligently  pursued  thereafter)  after\nwritten notice thereof by Grantee,  or (v) Level 3 Communications,  Inc. (or any\nsuccessor  guarantor  thereunder)  shall  materially  breach  Section  16 of its\nguaranty  referred  to in Section  20.05 and such  breach  shall have a material\nadverse  effect on its ability to perform under such  guaranty,  and such breach\nremains  uncured for 30 days (or, if not susceptible of cure within such period,\ncure has not been commenced and  diligently  pursued  thereafter)  after written\nnotice  thereof by Grantee,  then,  after written  notice  thereof from Grantee,\nGrantee may (i)  terminate  this  Agreement,  in whole or in part, in which case\nGrantee shall have no further  obligation  to make any payments  hereunder as to\nthe  portion  terminated,  and (ii)  subject  to  Article  17,  pursue any legal\nremedies it may have under  applicable  law or principles of equity  relating to\nsuch default, including specific performance and injunctive relief.\n\n                                   ARTICLE 6.\n                                 REQUIRED RIGHTS\n\n     6.01 Grantor covenants and agrees that, during the Term of each Segment, it\nshall  obtain  and  maintain  in full force and  effect  all  rights,  licenses,\npermits, authorizations, rights-of-way, easements and other agreements which are\nnecessary in order to permit Grantor to construct,  install,  keep installed and\nmaintain the Grantee  Fibers and Grantee  Conduit  comprising  such Segment,  to\ngrant the IRU and to provide  Grantee with all other rights and  privileges  (it\nbeing  understood that Grantee's  option rights under Section 7.06, prior to the\nexercise thereof, shall not be considered for this purpose) under this Agreement\n(collectively,  the  \"Required  Rights\").  Grantor  shall  use its  commercially\nreasonable best efforts to cause each such Required Right to provide (a) Grantee\nwith  notice of any  default  on the part of  Grantor  thereunder  and to permit\nGrantee to cure,  on behalf of and at the expense of Grantor,  any such  default\nand,  thereafter,  to continue the use of such Required Right in accordance with\nGrantor's rights and interests  thereunder,  (b) subject to the last sentence of\nthis Section 6.01, option or\n\n\n \n                                       24\n\n\n\nrenewal  rights  (\"Option  Rights\")  permitting the stated term of each Required\nRight to be  continued  until  the end of the  economically  useful  life of the\nGrantee Fibers and Grantee Conduit located in the Segment to which such Required\nRight relates or otherwise beyond the scheduled expiration date of such Required\nRight and (c)  provide  Grantee  with  non-disturbance  agreements  (in form and\nsubstance  reasonably  satisfactory to Grantee)  relating to the Grantee Fibers,\nthe Grantee Conduit,  the Associated  Property and Grantee's interest in, and\/or\nownership  and use thereof.  Each Required  Right shall by its terms,  or by the\nterms of an option or similar  renewal right  exercisable at the sole discretion\nof Grantor,  remain in effect for the Minimum  Period for each  Segment  covered\nthereby, (***), provided further that Grantor shall nevertheless remain bound by\nthe provisions of Section 5.02 with respect to such Required Rights.\n     6.02 Grantor  further  covenants and agrees that during the Term of the IRU\nwith respect to each Segment:\n     (a) Grantor  shall  observe and perform  each and every of its  obligations\nunder  each  Required  Right if the  failure  to observe  and  perform  any such\nobligation or obligations  would permit the grantor or provider of such Required\nRight to terminate such Required Right prior to its stated expiration date or to\nincrease the fees,  charges or assessments  due to such grantor or provider,  or\nwould otherwise  adversely  impair or affect Grantee's rights to use the Grantee\nFibers, the Grantee Conduit and the Associated Property hereunder;\n     (b) in the event Grantor shall receive  notice from any grantor or provider\nof a  Required  Right  that  Grantor  has  failed  to  observe  or  perform  its\nobligations under such Required Right (unless Grantor is contesting the validity\nof such claimed or alleged failure in good faith, provided such contest does not\nadversely  impair or affect  Grantee's  rights  hereunder ), Grantor  shall give\nwritten notice of such failure to Grantee  (promptly  following the date Grantor\nshall have  received  notice of such  failure)  and  Grantee  may, at its option\n(subject to the terms and provisions of the Required Right and\n\n\n\n                                       25\n\n\n\n\nthe ability of third parties to cure defaults of Grantor  thereunder),  (i) cure\nor correct any such failure and (ii) pay any  subsequent  amounts due under such\nRequired  Right to the grantor or provider if such Required Right unless Grantee\nshall have received written notice from Grantor that Grantor will pay timely all\nsuch amounts;\n     (c) in the event Grantor is in default of any of its obligations  under any\nRequired Right and Grantee cures such default pursuant to Section  6.02(b)(i) or\nGrantee  exercises  its rights  pursuant to Section 6.02 (b)(ii) , Grantor shall\nreimburse  Grantee promptly upon demand for any and all amounts  reasonably paid\nby Grantee;\n     (d)  Grantor  shall at its sole  reasonable  cost and  expense  defend  and\nprotect  Grantor's  rights in and  interests  under  each  Required  Right,  and\nGrantee's  rights under this  Agreement  and  Grantee's  interest in the Grantee\nFibers, the Grantee Conduit, any Sublease and the Associated  Property,  against\nall Liens attributable to Grantor;\n     (e) Grantor shall not exercise any right or otherwise take any action under\na Required Right which is inconsistent with its obligations, or Grantee's rights\nunder this Agreement, nor shall Grantor fail to exercise any such rights if such\nfailure would be inconsistent with such obligations or rights or would otherwise\nadversely affect  Grantee's  ownership of and\/or  indefeasible  right to use the\nGrantee Fibers, the Grantee Conduit and the Associated Property hereunder;\n     (f) Grantor shall not take any action which would result in the termination\nof a Required  Right prior to its scheduled  expiration  (including any extended\nterm pursuant to an exercised option); and\n     (g) In the event that (i) the grantor or provider of a Required Right is in\ndefault under such Required Right, (ii) such grantor or provider makes a general\nassignment  for the  benefit of its  creditors,  files a  voluntary  petition in\nbankruptcy or any petition or consider seeking, consenting to, or acquiescing in\nreorganization,  arrangement, adjustment, composition,  liquidation, dissolution\nor  similar  relief,  (iii)  an  involuntary  petition  in  bankruptcy  or other\ninsolvency  protection  against  such  grantor or  provider is filed or (iv) any\nother event or condition arises which may materially  adversely affect Grantor's\nrights under such Required Right or Grantee's rights under this Agreement,  then\nGrantor shall provide Grantee with prompt written notice of each such event or\n\n\n\n                                       26\n\n\n\n\ncondition and keep Grantee  reasonably  informed with respect to any  subsequent\ndevelopments relating thereto.\n     6.03 In the event any Required Right shall contain,  or shall  otherwise be\nsubject to, an Option  Right in favor of Grantor  with respect to any portion of\nthe Grantor  System,  Grantor shall give Grantee written notice thereof at least\n90 days prior to the last date  required  for  exercise  thereof  and either (i)\nexercise such Option Right  (provided  that (a) Grantor shall not be required to\nexpend,  as  consideration  for exercising any such Option Right,  more than the\nfair market rate  payable at such time for similar  rights and terms,  except to\nthe extent that Grantee and the other users of the Grantor System agree at their\noption to pay directly or reimburse  Grantor for any amounts required to be paid\nin excess of such fair market rate, and (b) any such extension  shall not modify\nthe rights or obligations of Grantor or Grantee under this Agreement (including,\nwithout  limitation,  the amount of fees payable by Grantee  pursuant to Article\n13)) or (ii) if Grantor  elects not to exercise  such  Option  Right and Grantee\nwishes to  exercise  such  Option  Right and  continue to use the portion of the\nGrantor  System to which such Option Right  relates,  then Grantor  shall (a) if\nsuch Option Right and the Required Right relating thereto are assignable, assign\nits  interest  therein  and in such  portion of the Grantor  System  (including,\nwithout  limitation,  all facilities and rights therein) to Grantee for $1.00 or\n(b) if  such  Option  Right  or the  Required  Right  relating  thereto  are not\nassignable,  exercise  such Option  Right on behalf of Grantee  pursuant to this\nSection 6.03, whereupon Grantor shall have no further right, title,  interest or\nobligation  (and  Grantee  shall  have  all  such  right,  title,  interest  and\nobligation)  under this Agreement to or with respect to such affected portion of\nthe Grantor System during the period of extension or renewal,  provided,  and on\nthe condition,  that Grantee shall assume and agree to pay,  observe and perform\nall of the duties,  obligations  and  liabilities  associated with such Required\nRight  relating  to  such  affected  portion  arising  after  the  date  of such\nassumption  and shall  indemnify  Grantor  in  accordance  with  Article 16 with\nrespect to any Losses  suffered by Grantor  relating to the duties,  obligations\nand liabilities assumed by Grantee pursuant to this sentence.\n\n\n\n                                       27\n\n\n\n\n\n     6.04 Subject to Grantor's  compliance  with Sections  6.01,  6.02 and 6.03,\nthen notwithstanding any other provision of this Agreement to the contrary, if a\nRequired  Right  expires or otherwise  terminates  at any time after the Minimum\nPeriod,  the Term (with  respect to the Segment or Segments or portions  thereof\naffected  thereby) shall likewise  automatically  expire;  provided that, in the\nevent Grantor or any of its Affiliates  shall extend,  renew or enter into a new\nagreement  with respect to such  Required  Right,  the Term shall  continue with\nrespect to such  Segment or Segments or portions  thereof  until the  subsequent\nexpiration or termination of such Required Right; provided further that any such\nextension,  renewal or new agreement  shall not modify the rights or obligations\nof Grantor or Grantee under this Agreement (including,  without limitation,  the\namount of fees payable by Grantee  pursuant to Article  13).  \n     6.05 If, after the  Acceptance  Date with respect to a Segment,  Grantor is\nrequired  by any  Governmental  Authority,  or by any  grantor or  provider of a\nRequired  Right prior to the scheduled  expiration of such  Required  Right,  to\nsurrender,  cease using or relocate such Segment or portion  thereof,  including\nany of the  facilities  used or required in  providing  the IRU,  Grantor  shall\nrelocate  such  Segment of  portion  thereof  and shall have the right,  in good\nfaith, to reasonably  determine the extent and timing of, and methods to be used\nfor such  relocation;  provided that (i) Grantee shall be kept fully informed of\nall actions to be taken and  determinations  made by Grantor in connection  with\nsuch relocation, (ii) any such relocated Segment or portion thereof shall (a) be\nconstructed  in accordance  with the  construction  specifications  set forth in\nExhibits   \"G\"  and  \"J\"  and   incorporate   fiber  and  conduit   meeting  the\nspecifications set forth in Exhibit \"H\" (b) be subject to successful  completion\nof  Acceptance  Testing  (which shall be  completed,  if  practicable,  prior to\ntermination  of service on the affected  portion of the Grantor  System) and (c)\ncontain  the same  number of Grantee  Fibers as the  Segment or portion  thereof\nbeing relocated and, if the Segment or portion thereof being relocated  contains\nthe Grantee Conduit, any such relocated Segment or portion thereof shall contain\nthe Grantee Conduit and (iii) Grantor shall use its commercially reasonable best\nefforts to minimize any disruption  resulting from such  relocation to Grantee's\ntelecommunication  operations. Unless such relocation is the result of a failure\nby Grantor to observe and\n\n\n\n \n                                       28\n\n\n\n\nperform its  obligations  under any  Required  Rights or this  Agreement  (e.g.,\nfailure to obtain a Required  Right with a scheduled  term at least equal to the\nMinimum  Period or failure to comply with the terms thereof in order to maintain\nsuch Required Right in effect for the Minimum  Period),  Grantee shall reimburse\nGrantor  for its  proportionate  share of the Costs of such  relocation  of such\nSegment or portion  thereof (to the extent  Grantor has not been  reimbursed  or\notherwise  compensated  by any other  Person) as  follows:  (i) if the  affected\nSegment or portion thereof includes any conduits (whether or not occupied),  the\ntotal Costs of relocation  of the affected  conduits  shall be allocated  (***).\n     6.06  Notwithstanding  anything in this Agreement to the contrary,  the IRU\nand Grantee's rights are subject to the terms of the Required  Rights,  provided\nthat the Required  Rights shall not contain  terms,  provisions  or  obligations\nwhich conflict or are  inconsistent  with Grantee's  rights (it being understood\nthat Grantee's option rights under Section 7.06, prior to the exercise  thereof,\nshall not be  considered  for this purpose)  under the IRU or this  Agreement or\nGrantor's obligations thereunder or hereunder or which impose any other material\nobligations or duties on Grantee,  and provided further that the Required Rights\nmay  contain   customary   provisions   regarding  access  and  other  customary\nrestrictions  and limitations.  Except as otherwise  provided in this Agreement,\nGrantor will not obtain for itself or any of its Affiliates any material  rights\nor benefits in respect of the Grantor System from the grantor or provider of any\nRequired  Right that it does not make available or cause to be made available to\nGrantee on comparable terms.\n\n\n\n \n                                       29\n\n\n\n\n                                   ARTICLE 7.\n                                     CONDUIT\n\n     7.01 Grantor shall use its commercially reasonable best efforts to have the\nIRU for  each  Segment  of the  Grantor  System  consist  of 24  fibers  and one\nunoccupied conduit (or comparable aerial segment).\n     7.02 (***).\n\n\n\n \n                                       30\n\n\n\n\n     7.03 Grantor shall give written notice to Grantee of the likely  occurrence\nof a Pinch  Event  with  respect  to a Segment  or a portion  thereof,  promptly\nfollowing  Grantor's  knowledge of the  likelihood  of such Pinch  Event,  which\nnotice shall  certify that, in Grantor's  good faith  determination,  either (i)\nsuch Pinch Event will be temporary and Grantor will deliver the Grantee  Conduit\nin such Segment or portion  thereof by the date  specified in such notice (which\ndate shall not be later than the applicable  Completion Date) or (ii) such Pinch\nEvent will be permanent and Grantor will not deliver the Grantee  Conduit by the\napplicable  Completion Date.  Notwithstanding  anything in this Agreement to the\ncontrary, (a) in the event that Grantor delivers a notice pursuant to clause (i)\nabove,  for  purposes of  determining  the Minimum  Period with  respect to such\nSegment only,  the Acceptance  Date for the Segment or portion  thereof to which\nsuch notice relates shall not commence  until the date that the Grantee  Conduit\nhas been delivered and (b) in the event that Grantor  delivers a notice pursuant\nto clause (ii) above,  then Grantor  shall have no  obligation  to deliver,  and\nGrantee shall have no  obligation  to accept or pay for, the Grantee  Conduit in\nthe Segment or portion  thereof to which such notice  relates  after the date of\nsuch notice.  In each of clauses (a) and (b) above, the IRU Contribution and the\nRecurring  Charge for such Segment shall be adjusted in accordance  with Section\n7.04 below. If, prior to the later of the third  anniversary of the Commencement\nDate and the delivery of the last Segment delivered  hereunder,  such Segment or\nportion thereof includes at least three conduits, (A) in the event that a notice\nhas been delivered pursuant to clause (i) above,  Grantee shall take delivery of\nand pay for the Grantee  Conduit in accordance with the terms of this Agreement,\nand (B) in the event that a notice has been  delivered  pursuant  to clause (ii)\nabove, Grantee shall have the option (which option shall\n\n\n \n                                       31\n\n\n\n\nbe exercisable  within 30 days  following  receipt of written notice of proposed\ndelivery  by Grantor)  to take  delivery  of and pay for the Grantee  Conduit in\naccordance  with the terms of this  Agreement.  In either such case,  if Grantee\ntakes delivery of and pays for the Grantee  Conduit,  the IRU  Contribution  and\nRecurring  Charge for such Segment shall be adjusted as provided in Section 7.05\nbelow.\n     7.04 (***).\n     7.05 In the event that (i)  Grantor  delivers a notice  pursuant to Section\n7.03(i) and  Grantee  takes  delivery  of the Grantee  Conduit in the Segment or\nportion  thereof to which such notice relates by the applicable  Completion Date\nor (ii) Grantee exercises its\n\n\n \n                                       32\n\n\n\n\noption  pursuant to clause (B) of the last  sentence of Section  7.03,  then (a)\nGrantee  shall  reconvey to  Grantor,  or  relinquish  the use of, any fibers in\nexcess of the  Initial  Grantee  Fibers  granted to Grantee  pursuant to Section\n7.02,  (b) Grantor shall  reimburse  Grantee for all  Incremental  Costs paid by\nGrantee pursuant to Section 7.02 and (c) Grantee shall pay Grantor the excess of\nthe IRU Contribution for such Segment over the amount of the fee paid by Grantee\nwith respect thereto  pursuant to Section 7.04 and the Recurring Charge shall be\nrestored  from and after the date of such delivery to what it would have been if\nsuch Pinch Event had not occurred.\n     7.06  Grantor  agrees that in the event the  Grantor  System in any Segment\nshall  include six or more conduits  (inclusive  of the Grantee  Conduit and the\nconduit housing the Cable),  Grantee shall have the option to elect that the IRU\nwith  respect to the  Grantee  Fibers in such  Segment be  increased  to include\ntwenty-five  percent  (15%) of the fibers  installed  (rounded up to the nearest\nwhole fiber) in every conduit  after the first five  conduits  (inclusive of the\nGrantee  Conduit  and  the  conduit   housing  the  Cable),   provided  that  if\nGrantorgrants  to an  unrelated  party an  indefeasible  right to use all of the\nfibers installed in any such conduit,  Grantee shall not have such option but in\nlieu thereof  Grantor shall pay Grantee,  simultaneously  with the grant of such\nright, an amount in cash equal to 25% of the value of the consideration received\nby Grantor for such  indefeasible  right to use such fibers (it being understood\nthat,  if such  indefeasible  right  to use  such  fibers  is  part of a  larger\ntransaction,  any allocation of consideration  in such transaction  shall not be\nrelevant  for  purposes  of this  Section  7.06 and,  if Grantor and Grantee are\nunable  to agree on the  amount  of the total  consideration  allocable  to such\nindefeasible right to use, such amount shall be determined by the procedures set\nforth in Article  24).  Grantor  shall give written  notice to Grantee  prior to\ninstalling  any fiber in such sixth conduit and any  subsequent  conduit,  which\nnotice shall contain  Grantor's good faith  estimate of Grantee's  proportionate\nshare of the costs and other  amounts  described  below which will be payable by\nGrantee.  If Grantor  installs  fiber in one or more conduits  contemporaneously\nunder circumstances where at least one of such conduits would be subject to this\nSection  7.06,  Grantee  may select  which of those  conduits  is subject to its\noption  rights under this Section  7.06.  Grantee  shall have a period of ninety\n(90) days\n\n\n\n \n                                       33\n\n\n\n\n\nafter  receipt of such notice to exercise  its option under this Section 7.06 by\nwritten  notice to Grantor.  In the event Grantee shall exercise its option with\nrespect  to such a conduit in any  Segment,  all fibers  installed  therein  for\nGrantee's use shall be deemed to be and  constitute  Additional  Grantee  Fibers\nhereunder and Grantee shall be responsible for, and Grantee shall pay to Grantor\nfrom  time to time  during  the Term (at least  five (5) days  prior to the date\nGrantor  is  required  to make  payments  as a result of the  occupancy  of such\nconduit),  Grantee's  proportionate share (based on the number of fibers in such\nconduit which will become Additional Grantee Fibers and the total fiber count in\nsuch  conduit)  of each of: (i) the  Incremental  Costs  incurred  by Grantor in\nconnection  with the  installation  of the  Additional  Grantor  Fibers  in such\nconduit;  (ii) the operating expenses incurred by Grantor in connection with the\nfibers in such conduit;  and (iii) the fees,  costs or charges payable under the\nterms of any related  Required  Right(s) as a result of the  placement or use of\nfiber in such conduit.  In the event  Grantee shall fail to timely  exercise the\noption  provided in this Section  7.06 with respect to a conduit,  or if Grantee\nnotifies  Grantor in writing of its desire to surrender such option with respect\nto any conduit in any  Segment,  Grantee's  option with  respect to such conduit\nshall terminate, but Grantee's option with respect to any subsequent conduits or\nother Segments shall continue in full force and effect. Notwithstanding anything\ncontained in this Agreement to the contrary, Grantor shall never be obligated to\ncause six or more  conduits to be installed as a part of the Grantor  System and\nGrantor  shall not be in breach or  default  hereunder  or  otherwise  liable to\nGrantee if the Grantor System does not include six or more conduits.  The rights\ngranted to Grantee under this Section 7.06 shall not apply to (x) any inner city\nor local loop conduit  constructed or installed by Grantor in a city in the form\nof a spur (which may have two or more connection  points) to the Grantor System,\nprovided that this sentence shall not modify Grantor's obligations under Section\n2.02 or (y) if the Grantor System  consists of (***)  conduits,  any conduits in\nexcess of (***)  conduits  constructed  or installed by Grantor,  simultaneously\nwith and adjacent to the other conduits constituting part of the Grantor System,\nexpressly for exchange for conduits in another Segment or portion of the Grantor\nSystem  provided  by an  unrelated  third  party  (and no more than a de minimis\namount of other consideration).\n\n\n\n                                       34\n\n\n     7.07  Grantee  may elect at any time  during  the Term of a Segment to have\nfibers  installed within all or any part of the Grantee Conduit in such Segment,\non such  reasonable  schedule as may be  specified  by Grantee  and  approved by\nGrantor (which approval shall not be  unreasonably  withheld),  and,  subject to\nArticle 19, Grantor shall install such fibers in accordance  with such schedule,\nsubject to the  following:  (i) Grantee  shall  provide to Grantor for Grantor's\nreasonable  approval  and, if  applicable,  to the  grantors or providers of any\nRequired Rights,  detailed  installation plans and specifications,  the proposed\ncontractor  or  contractors,  the  schedule  for  installation,  and such  other\ninformation or documentation as may be reasonably requested by Grantor or as may\nbe required under any Required Right,  and (ii) Grantee shall reimburse  Grantor\nfor all Costs incurred by Grantor in connection with such  installation (but not\nincluding the cost of  construction  of the Grantee  Conduit  itself).  7.08 Any\ninstallation  of fiber for Grantee's use within a Segment under Sections 7.06 or\n7.07 shall not extend the Minimum Period with respect to such Segment.\n\n                                   ARTICLE 8.\n                       CONSTRUCTION OF THE GRANTOR SYSTEM\n\n     8.01 Grantor  will  design,  engineer,  install and  construct  the Grantor\nSystem  (including  any  portion of the  Grantor  System  delivered  pursuant to\nArticle  7) in  conformity  with the  construction  specifications  set forth in\nExhibit \"G\" and all applicable manufacturer  specifications and in a workmanlike\nmanner and in accordance with industry standards and building,  construction and\nsafety codes, as well as any and all other applicable  governmental laws, codes,\nordinances,  statutes and  regulations.  Such  responsibilities  shall  include,\nwithout   limitation,    preparation   of   construction   drawings,   materials\nspecifications  and  materials  requisitions.  The Grantee  Fibers shall meet or\nexceed the applicable fiber specifications set forth in Exhibit \"H\". The Grantee\nConduit, and all other conduits in which Grantee Fibers are located,  shall meet\nthe applicable specifications set forth in Exhibit \"H\".\n\n\n                                       35\n\n\n\n\n     8.02 Grantor will provide  Regeneration  Facilities and Opamp Facilities to\nbe located along the Grantor  System,  in each case  consisting of and providing\nspace and amenities as described in Exhibit \"I\".\n     8.03 Grantor will undertake the Acceptance Testing of each of the Segments.\n     8.04 Subject to Sections 7.02 and 7.07,  Grantor will procure all materials\nto be  incorporated  in and to become a  permanent  part of the  Grantor  System\n(other than fibers to be installed in the Grantee  Conduit which may be procured\nby Grantee at Grantee's option).\n     8.05  Subject  to the  provisions  of Article 6,  Grantor  will  obtain and\nmaintain in full force and effect the Required Rights without default by Grantor\nthereunder.\n     8.06  Grantor  and  Grantee  will  mutually  consult  with each other (on a\nmonthly  basis and at such other times upon request of either  party) to attempt\nto coordinate construction of the Grantor System with other network construction\nwhich may be undertaken by, or on behalf of, Grantee.\n     8.07  During the  course of  construction  of each  Segment,  Grantor  will\nprepare  and  provide to Grantee  (***) a  construction  schedule  and  progress\nreports,  including notice regarding  whether Grantor  reasonably  believes that\nsuch  Segment  may be  subject  to a  Pinch  Event.  Subject  to the  terms  and\nprovisions of any applicable  Required Right,  Grantee shall have the right, but\nnot the obligation,  on at least twenty four (24) hours prior notice to Grantor,\nto inspect and be present at the  construction  and installation of each Segment\n(which may consist of continuous  or regular  on-site  inspections  by dedicated\nrepresentatives of Grantee), including the installation, splicing and testing of\nthe Grantee  Fibers and the  installation  of the Grantee  Conduit  incorporated\ntherein;  provided  that no  inspection  or failure to inspect by Grantee  shall\nimpair or invalidate  any rights and remedies of Grantee under this Agreement or\nmodify,  amend  or  otherwise  affect  any of the  representations,  warranties,\ncovenants or agreements of Grantor under this  Agreement.  If, during the course\nof any such construction,  installation, splicing or testing, any deviation from\nthe  specifications  set  forth  in  any  Exhibit  hereto  is  discovered,   the\nconstruction or installation of the affected portion of the\n\n\n\n                                       36\n\n\n\n\nSegment  shall be repaired  promptly to such  specifications  in such Exhibit at\nGrantor's sole cost and expense.\n     8.08  Grantor  shall make  available to Grantee for  inspection  by Grantee\ncopies of all information, documents, agreements, reports, permits, drawings and\nspecifications  generated,  obtained or acquired  by Grantor in  performing  its\nduties  pursuant to this  Article 8 that are material to the grant of the IRU to\nGrantee,  including the Required Rights,  subject only to the condition that the\nterms  of each  such  document  or the  legal  restrictions  applicable  to such\ninformation  or document  permits  disclosure to Grantee;  provided that Grantor\nwill use its  commercially  reasonable  best  efforts  to obtain a waiver of any\nexisting  confidentiality  and\/or  non-disclosure  restrictions,  and to  exempt\nGrantee from subsequent confidentiality and\/or non-disclosure restrictions, that\nwould  restrict  Grantor's  ability to make such  documents  and\/or  information\navailable to Grantee for inspection. \n     8.09  For  purposes  of the  foregoing,  Grantor  shall be  deemed  to have\ncomplied with any Exhibit notwithstanding  deviations to such Exhibit,  provided\nthat Grantor (i)  notifies  Grantee of such  deviation  (which may be given in a\ngeneral  format at monthly  intervals  unless  Grantee  requests  more  specific\ndetails),  (ii) compliance was not or would not be commercially  practicable and\n(iii) such  deviations  do not  diminish  the  value,  utility,  reliability  or\nexpected  useful life of the item or matter  concerned  or  otherwise  adversely\naffect Grantee's rights or obligations under this Agreement.\n     8.10 The parties  acknowledge  that Grantee's  contributions to the cost of\nconstructing  the  Grantor  System  are  limited  to  the  payment  of  the  IRU\nContribution. Without limitation, Grantee will not have any obligation, over and\nabove payment of the IRU Contribution as contemplated hereunder, with respect to\nGrantor's responsibilities set forth in Sections 8.01, 8.02, 8.03, 8.04 or 8.05.\n\n\n                                       37\n\n\n\n\n\n                                   ARTICLE 9.\n                               ACCEPTANCE TESTING\n\n     9.01  Grantor  shall test the  Grantee  Fibers and the  Grantee  Conduit in\naccordance   with  the  procedures  and  standards   specified  in  Exhibit  \"J\"\n(\"Acceptance  Testing\").  Acceptance  Testing shall  progress span by span along\neach  Segment  as cable  splicing  progresses  or,  in the  case of the  Grantee\nConduit,  as set forth in Exhibit \"J\", so that test results may be reviewed in a\ntimely manner. Grantor shall provide Grantee with at least 14 days' prior notice\nof the date and time of each  Acceptance  Testing  and  Grantee  shall  have the\nright, but not the obligation, to be present to observe the Acceptance Testing.\n     9.02 When Grantor reasonably  determines the Grantee Fibers and the Grantee\nConduit  with  respect to an entire  Segment  are  installed  and  operating  in\nconformity  with the applicable  specifications  set forth in Exhibits \"G\", \"H\",\nand \"J\", and Grantor is otherwise in  compliance  with the other  provisions  of\nthis  Agreement  with respect to such Segment,  Grantor  shall  provide  written\nnotice of same to Grantee (a \"Completion  Notice\"),  together with a copy of the\nresults of the  Acceptance  Testing  for such  Segment.  Grantee  shall,  within\nfifteen (15) days of receipt of the Completion  Notice,  either accept or reject\nthe Completion Notice  (specifying,  if rejected,  the defect or failure in such\nAcceptance  Testing and\/or the items required to be remedied  and\/or replaced in\norder for such Segment to be in conformity  with the  applicable  specifications\nset forth in Exhibit \"J\" and other  provisions of this Agreement) by delivery of\nwritten notice to Grantor.  In the event Grantee rejects the Completion  Notice,\nGrantor shall promptly, and at no cost to Grantee, commence to remedy the defect\nor failure.  Thereafter,  Grantor  shall again give Grantee a Completion  Notice\nwith respect to such  Segment.  The  foregoing  procedure  shall apply again and\nsuccessively  thereafter until Grantor has remedied all defects or failures. Any\nfailure by  Grantee  to timely  reject a  Completion  Notice  shall be deemed to\nconstitute acceptance for purposes of this Agreement,  and in that event Grantee\nshall be deemed to have  delivered a notice of  acceptance  on the thirtieth day\nafter delivery of the Completion Notice. The successful completion of Acceptance\nTesting, and the\n\n\n                                       38\n\n\n\n\noccurrence of an  Acceptance  Date,  with respect to the Grantee  Fibers and the\nGrantee  Conduit in accordance  with this Article 9 shall not relieve Grantor of\nits  obligation  to repair  defects in the  Grantor  System in  accordance  with\nSection 12.02.\n\n                                   ARTICLE 10.\n                                     ACCESS\n\n     10.01 Grantor shall provide  Grantee with access to, and Grantee shall have\nthe right to  interconnect  with, the Grantee Fibers and the Grantee  Conduit at\nSegment  End Points and,  subject to the terms and  provisions  of the  Required\nRights,  at other  technically  feasible  access points along the Grantor System\n(the  \"Access  Points\").  The specific  location of such Access  Points shall be\ndetermined by Grantor during the design,  engineering  and permitting  phases of\nconstruction and after  consultation and  coordination  with Grantee,  and, at a\nminimum,  Access Points will be provided at the  intervals  specified in Exhibit\n\"I\".\n     10.02 Grantor may route the Grantee Fibers through  Grantor's  space in the\nRegeneration  Facilities or Opamp  Facilities in its sole discretion (so long as\nsuch routing does not materially adversely affect the security, safety or use of\nthe  Grantee  Fibers or the  Associated  Property).  Grantee  Fibers  may,  upon\nGrantee's written consent (which shall not be unreasonably  withheld), be routed\nthrough Grantor's terminal, endlink or pop sites. In each case, Grantor shall be\nresponsible for all costs and expenses associated therewith.\n     10.03 Grantor shall have the right to control all activities concerning the\nGrantor System at all of the Access  Points,  provided that after the Acceptance\nDate for each Segment,  Grantor shall not splice  Grantee  Fibers located in any\nSegment or otherwise undertake any activities with respect to the Grantee Fibers\nor the Grantee  Conduit  located in such  Segment  except in  connection  with a\nrelocation  pursuant to Section  6.05,  as required  to perform  maintenance  as\ndescribed  in Exhibit \"K\" or as  otherwise  directed  by  Grantee.  In the event\nGrantor shall undertake any such activities  (including splicing) related to the\nGrantee Fibers and\/or Grantee Conduit at any Access Point at Grantee's  request,\nsuch activities shall be conducted in accordance with requirements as agreed to\n\n\n                                       39\n\n\n\n\nby the parties and Grantee  shall  reimburse  Grantor for all Costs  incurred by\nGrantor in connection with such activities.\n     10.04  Grantor  shall  determine  the exact  locations of the  Regeneration\nFacilities  and  Opamp  Facilities  after  consultation  and  coordination  with\nGrantee.  Grantee  shall have access to the  Regeneration  Facilities  and Opamp\nFacilities 24 hours per day, 7 days per week, provided that Grantee shall comply\nwith such customary access requirements  consistent therewith as provided in the\nRequired Rights.\n     10.05  Following  the  initial  construction  of the  Grantor  System  in a\nSegment,  Grantor agrees to allow Grantee, subject to customary access and other\ncustomary  restrictions and limitations of any applicable  Required  Rights,  to\nestablish  additional  technically  feasible  Access  Points  along the  Grantor\nSystem.  Grantor  agrees to use  commercially  reasonable  good faith efforts to\nobtain the consent or approval,  if  necessary,  of a grantor or provider of any\napplicable  Required Right in connection with such additional Access Points. Any\nadditional  Access Points shall be  constructed  or installed by Grantor and all\nCosts associated therewith shall be paid by Grantee.\n     10.06 Grantor shall (i) make available to Grantee such dedicated  space and\namenities (e.g., power, caging,  lighting,  etc.) in Regeneration Facilities and\nOpamp Facilities (***) and (ii) cause such  Regeneration and Opamp Facilities to\nbe  located at such  intervals  as set forth on  Exhibit  \"I\" along the  Grantor\nSystem as are  necessary to light the Initial  Grantee  Fibers  using  equipment\nrequiring facility space similar to  industry-standard  equipment like that used\nby Grantor to provision similar capacity over the same number of fibers,  (***).\n     10.07  If  after  the  Acceptance  Date  for a  Segment,  Grantee  requires\nadditional  space within a  Regeneration  Facility or Opamp Facility in order to\nutilize the  Grantee  Fibers  (including  any fibers  which may be  subsequently\ninstalled in the Grantee  Conduit),  Grantor shall use  commercially  reasonable\nbest  efforts  to  provide  such   additional   space  (which  may  include  the\nconstruction of new regeneration or opamp facilities or the\n\n\n                                       40\n\n\n\n\nenlargement of existing Regeneration Facilities and Opamp Facilities); provided,\nin no event shall  Grantor be required to provide  Grantee  with any  additional\nspace which,  with the initial Grantee space, is greater than the space required\nby Grantor to provide similar capacity utilizing an equivalent number of its own\nfibers,  provided  further that  Grantor  shall have no  obligations  under this\nSection 10.07 for any additional  space located  outside Grantor System right of\nway unless  Grantee has no other  commercially  reasonable  alternative.  To the\nextent any such  additional  space  shall  require  the consent or approval of a\ngrantor  or  provider  or  a  Required  Right,  Grantor  will  use  commercially\nreasonable  best efforts to obtain such consent or approval.  Grantee  shall pay\nall Costs relating to any such additional space. \n     10.08 The IRU granted  hereunder  shall include  Grantee's right to install\nequipment,  or replace  existing  equipment,  in the space  located at the Opamp\nFacilities and  Regeneration  Facilities  made available to Grantee  pursuant to\nthis  Agreement.  All such equipment shall be owned by Grantee and Grantor shall\nhave no right, title or interest therein.\n\n                                   ARTICLE 11.\n                                   OPERATIONS\n\n     11.01  Subject to Articles 6 and 15,  Grantee  shall have full and complete\ncontrol and  responsibility  for determining all matters with respect to the use\nof the Grantee Fibersand the Grantee Conduit, including, without limitation, any\nnetwork  and  service   configuration   or  designs,   routing   configurations,\nre-grooming,  rearrangement  or  consolidation  of channels or circuits  and all\nrelated functions with regard to the use of the Grantee Fibers.\n     11.02 Grantee acknowledges and agrees that except for the items included as\na part of the  Regeneration  Facilities  and Opamp  Facilities  as  described on\nExhibit  \"I\",  Grantor is not  supplying  nor is Grantor  obligated to supply to\nGrantee any optronics or electronics or optical or electrical equipment or other\nfacilities,  all of which are the sole responsibility of Grantee, nor is Grantor\nresponsible for performing any work other than as specified in this Agreement.\n\n\n                                       41\n\n\n\n\n\n     11.03  Following the  Acceptance  Date for any Segment,  upon not less than\n(***) days written  notice from  Grantor to Grantee,  Grantor may at its option,\nsubject  to  Grantee's  prior  written  approval  (which  approval  shall not be\nunreasonably  delayed or withheld)  substitute for the Initial Grantee Fibers in\nany Segment or Segments,  an equal number of  alternative,  newer fibers  within\nanother conduit constituting part of the Grantor System (but not fibers acquired\nfrom third parties  unless the Grantee Fibers being  substituted  were delivered\npursuant to Section 2.05),  provided that in any such event,  such  substitution\n(i) shall be in accordance with Grantee's applicable operating procedures,  (ii)\nshall be effected at the sole cost of Grantor,  including,  without  limitation,\nall  disconnect  and  reconnect  costs,  fees  and  expenses,   (iii)  shall  be\nconstructed in accordance  with the  specifications  and procedures set forth in\nExhibits \"G\" and \"J\",  incorporate fiber and conduit meeting the  specifications\nset  forth  in  Exhibit  \"H\" and  successfully  tested  in  accordance  with the\nAcceptance  Testing,  (iv) shall not interrupt the operation or adversely affect\nthe use,  operation or performance of Grantee's  network or business,  or change\nany Segment End Points, Access Points,  Regeneration Facilities,  node or switch\nfacilities  used by  Grantee  hereunder,  all as  determined  by  Grantee in its\nreasonable discretion,  (v) shall not modify Grantor's obligations under Article\n7 and (vi) Grantee shall be reasonably  satisfied that any such relocation shall\nnot otherwise affect its rights, privileges or costs under this Agreement.\n\n                                   ARTICLE 12.\n                  MAINTENANCE AND REPAIR OF THE GRANTOR SYSTEM\n\n     12.01 From and after the  Acceptance  Date with  respect  to each  Segment,\nGrantor shall maintain such Segment, or cause such Segment to be maintained in a\nworkmanlike  manner and, in accordance  with the  maintenance  requirements  and\nprocedures set forth in Exhibit \"K\" attached hereto, all applicable manufacturer\nspecifications,  industry standards and building, construction and safety codes,\nas well as any and all other applicable  governmental  laws, codes,  ordinances,\nstatutes and regulations. The costs of\n\n\n\n                                       42\n\n\n\n\nall scheduled  maintenance of the Grantee Fibers and\/or Grantee Conduit shall be\npaid by Grantor; provided, however, that Grantee shall reimburse Grantor for its\n(***) of the Costs  (excluding costs which Grantor would otherwise have incurred\nas part of  scheduled  maintenance  e.g.,  if  personnel  otherwise on scheduled\nmaintenance  duty  attend  to the  unscheduled  situation)  of  any  unscheduled\nmaintenance  and repair of the Grantee Fibers and\/or Grantee Conduit as follows:\n(i) if the affected portion of the Grantor System includes any conduits (whether\nor not  occupied),  the total Costs of repair of the affected  conduits shall be\nallocated  pro rata among the conduits  affected;  (ii) such Costs  allocated to\neach affected conduit carrying the Grantee Fibers shall be further  allocated to\nGrantee (***).\n     12.02  Notwithstanding  anything in this Agreement to the contrary, if , at\nany time prior to the date that is (***) months after the Acceptance  Date for a\nSegment, Grantee shall notify Grantor in writing of its discovery of a deviation\nfrom the  specifications  set forth in any Exhibit  hereto with  respect to such\nSegment,  the  construction  or  installation  of the  affected  portion of such\nSegment shall be repaired promptly to such specification by Grantor at Grantor's\nsole cost and expense.\n\n                                   ARTICLE 13.\n                                RECURRING CHARGE\n\n     13.01 Except as expressly  provided  otherwise in this  Agreement,  Grantor\nshall be responsible  for the payment of all costs and expenses  relating to the\nGrantor System, including,  without limitation, (i) all fees and charges payable\nto the  grantors  or  providers  of the  Required  Rights,  (ii)  the  costs  of\nconstructing and maintaining the Grantor System,  (iii) all charges and expenses\n(including  utility  charges)  associated with the operation of the Regeneration\nFacilities and Opamp Facilities and (iv) all Impositions.\n\n\n                                       43\n\n\n\n\n\n     13.02 In consideration of Grantor's  responsibilities  in Section 13.01 and\notherwise under this Agreement, subject to the adjustments described in Sections\n7.04, 7.06 and 13.03 through 13.07, Grantee shall pay to Grantor each year, with\nrespect to each Segment, commencing with the Acceptance Date of such Segment and\ncontinuing  until the Term of the IRU with  respect to such  Segment  shall have\nexpired or terminated,  the following  sums (the  \"Recurring  Charge\"):  (i) the\nproduct  obtained when: (A) (***) is multiplied by (B) the number of Route Miles\nin such Segment (the \"ROW  Charge\"),  plus (ii) the product  obtained  when: (A)\n(***) is  multiplied  by (B) the  number  of Route  Miles in such  Segment  (the\n\"Operating Expense Charge\").\n     13.03  Commencing on the date of  installation of any Grantee Fibers within\nthe Grantee  Conduit,  the ROW Charge shall be increased by the product obtained\nwhen:  (i) (***) is  multiplied  by (ii) the number of Route Miles where Grantee\nFibers have been installed in the Grantee Conduit.\n     13.04 (***).\n     13.05 (***).\n\n\n\n                                       44\n\n\n\n\n     13.06 The Recurring Charge  applicable to each Segment,  as the same may be\nadjusted from time to time pursuant to the foregoing  provisions of this Article\n13, the Operating  Expense Estimate and the sums described in Section  13.03(i),\n13.04(i)(A)  and  13.04(ii)(A),  shall be  adjusted on each  anniversary  of the\nAcceptance  Date of such Segment by the change,  if any, in the  Consumer  Price\nIndex,  All Urban Consumers,  U.S. City Average,  published by the United States\nDepartment of Labor, Bureau of Labor Statistics (the \"CPI-U\"), for the preceding\ntwelve month period (or, with respect to the Operating  Expense  Charge,  in the\nevent such index shall cease to be  computed or  published,  Grantor and Grantee\nshall mutually designate a comparable  successor index to be used in determining\nthe  adjustment to such Charge);  provided that (a) the ROW Charge for a Segment\nshall  only be  adjusted  pursuant  to this  Section  13.06  to the  extent  the\ninstrument governing the Required Right for such Segment explicitly provides for\nan  adjustment  based on the CPI-U or a comparable  index and (b) the  Operating\nExpense  Charge  and the  Operating  Expense  Estimate  shall  only be  adjusted\npursuant to this Section  13.06 if neither  Grantee nor Grantor has performed an\naudit for the preceding twelve-month periods in accordance with Section 13.05.\n     13.07  Grantee  shall  pay the  Operating  Expense  Charge  portion  of the\nRecurring  Charge  for a Segment  monthly  on the first day of each month of the\nTerm of the IRU respecting  such Segment (with the Operating  Expense Charge for\nany partial calendar month  prorated).  Grantee shall pay the ROW Charge portion\nof the Recurring  Charge for all Segments in the  aggregate on a monthly  basis,\nwith the amount of each month's  payment  being equal to the amount  obtained by\nmultiplying  the total amount of ROW Charges due by Grantee on all Segments by a\nfraction, the numerator of which is the total\n\n\n\n                                       45\n\n\n\n\namount of Required  Right  Payments due by Grantor on all  Segments  during such\nmonth  and the  denominator  of which is the  total  amount  of  Required  Right\nPayments due by Grantor on all Segments during the calendar year.\n     13.08  Notwithstanding  anything in this Agreement to the contrary,  if (i)\nany  Segment  is the  subject  of a  Force  Majeure  Event  which  results  in a\ndisruption of Grantee's  operations or business and (ii) Grantor's obligation to\npay costs and expenses relating to such Segment of the type described in Section\n13.01 is relieved or excused,  in whole or in part,  during the pendency of such\nForce Majeure  Event,  then Grantee's  obligation to pay Recurring  Charges with\nrespect to such Segment during the pendency of such Force Majeure Event shall be\nproportionately reduced.\n     13.09 In  addition  to  Grantee's  other  rights  and  remedies  under this\nAgreement and under  applicable  law,  Grantee shall have the right from time to\ntime, to the fullest extent  permitted by law, to set off or deduct amounts owed\nto Grantor hereunder  (including,  without  limitations,  amounts required to be\nreimbursed  to Grantee  pursuant to Sections  6.02(c) and 14.07) from or against\nany and all payments required to be made to Grantor pursuant to this Article 13.\n\n                                   ARTICLE 14.\n                                   IMPOSITIONS\n\n     14.01  Grantor and Grantee  acknowledge  and agree that it is their  mutual\nobjective  and intent to (i)  minimize,  to the extent  feasible,  the aggregate\nImpositions  payable  with  respect  to the  Grantor  System and (ii) share such\nImpositions  according to their respective  interests in the Grantor System, and\nthat they will cooperate with each other and coordinate  their mutual efforts to\nachieve such objectives in accordance with the provisions of this Article 14.\n     14.02  Grantor  shall be  responsible  for and shall timely pay any and all\nImpositions with respect to the Grantor System which  Impositions are imposed or\nassessed  prior  to  the  Acceptance  Date  of a  Segment.  Notwithstanding  the\nforegoing  obligations,  Grantor  shall  have the  right to  challenge  any such\nImpositions so long as the\n\n\n\n                                       46\n\n\n\n\nchallenge of such  Impositions  does not adversely  affect  Grantee's  rights or\ninterests hereunder.\n     14.03 After the Acceptance Date for each Segment, Grantor shall timely pay,\nor cause to be paid,  any and all  Impositions  imposed  upon or with respect to\nsuch  Segment  to the  extent  such  Impositions  (a) have  not been  separately\nassessed  or imposed  upon or against  the  interest  of Grantee in the  Grantor\nSystem or (b)  consist of real  property  or ad valorem  taxes  relating  to the\nGrantor System, including, without limitation, real property or ad valorem taxes\non the Initial Grantee  Fibers,  the Grantee  Conduit and the  Regeneration  and\nOpamp Facilities  (whether or not such Impositions have been separately assessed\nor imposed upon or against the interest of Grantee in the Grantor System), which\nreal property or ad valorem taxes shall  constitute part of the Actual Operating\nExpenses  and shall be subject to  adjustment  as  described in Article 13. Upon\nreceipt of a notice of any Imposition after the Acceptance Date for any Segment,\nGrantor shall promptly notify Grantee of such  Imposition and following  payment\nof such  Imposition by Grantor,  Grantee  shall,  within thirty (30) days of its\nreceipt of an invoice  from  Grantor,  reimburse  Grantor for its  proportionate\nshare of such Imposition (except for the Impositions  described in clause (b) of\nthis Section 14.03,  which Impositions shall constitute part of Actual Operating\nExpenses and shall be paid in accordance  with Article 13), which share shall be\ndetermined  (i) to the extent  possible,  based upon the manner and  methodology\nused by the particular authority imposing such Impositions (e.g., on the cost of\nthe  relative  property   interests,   historic  or  projected  revenue  derived\ntherefrom,  or any  combination  thereof);  or (ii)  if the  same  cannot  be so\ndetermined,  then based upon  Grantee's  proportionate  share of the total fiber\ncount in the  affected  portion of the Grantor  System,  provided  that any such\nImposition  which was separately  assessed  against  Grantee or any other Person\nusing the  Grantor  System  shall be taken  into  account  in  determining  such\nproportionate  share.  Grantor shall provide Grantee with reasonable  supporting\ndocumentation  for  Impositions  for which Grantor seeks  reimbursement.  If any\nImposition  assessed  upon  Grantor or Grantee is based on assets or business in\nany state in addition  to its  interest in the  Grantor  System  (i.e.,  central\nassessment), Grantor and Grantee shall work together in good faith to allocate a\nproper portion of such\n\n\n                                       47\n\n\n\n\nassessment  to such  interests  alone and if Grantor  and  Grantee are unable to\nagree on such  allocation  within  thirty  (30)  days from the date  Grantor  or\nGrantee  delivered  notice to the other party  regarding such  allocation,  such\nallocation  shall be determined by an arbitration  procedure in accordance  with\nSection 24.01(iv).\n     14.04 Upon notice of the assertion or proposed  assertion of any Imposition\ndescribed in Section  14.03,  Grantor  shall  promptly and in good faith consult\nwith  Grantee  concerning  the  underlying  facts and  whether  to contest or to\ncontinue to contest such assertion or proposed  assertion.  Notwithstanding  any\nprovision  herein to the  contrary,  Grantor shall have the right to contest any\nImposition  described in Section 14.03 above by any lawful and appropriate means\n(including by nonpayment of such Imposition),  provided such nonpayment does not\nadversely affect the title (if applicable),  rights or property  delivered or to\nbe delivered to Grantee pursuant hereto.  The  out-of-pocket  costs and expenses\n(including  reasonable  attorney  fees)  incurred by Grantor in any such contest\nshall be shared by Grantor  and Grantee in the same  proportion  as to which the\nparties would have shared in such Impositions, as they were originally assessed.\nAny refunds or credits resulting from a contest brought pursuant to this Section\n14.04 shall be divided  between Grantor and Grantee in the same proportion as to\nwhich such refunded or credited  Impositions  were borne by Grantor and Grantee.\nIn any such event,  Grantor  shall provide  timely  notice of such  challenge to\nGrantee.  If Grantor  chooses to proceed with such challenge  after receipt of a\nwritten  objection to the  challenge  from  Grantee,  Grantor shall conduct such\nchallenge at its own cost and expense,  provided  that Grantee shall not receive\nthe  benefit  of any  refund  or  credit,  if any,  obtained  as a  result  of a\nsuccessful challenge.  If Grantor does not contest an Imposition,  Grantee shall\nhave the right,  after notice to Grantor,  to contest such Imposition as long as\nsuch contest does not adversely affect the title, property or rights of Grantor.\nThe  out-of-pocket  costs and expenses  (including  reasonable  attorney's fees)\nincurred by Grantee in any such  contest  shall be shared by Grantee and Grantor\nin the same proportion as to which the parties shared in such Imposition,  as it\nwas originally  assessed.  Any refunds or credits resulting from a contest shall\nbe divided  between  Grantee and Grantor in the same proportion as to which such\nrefunded or credited Imposition was borne by Grantee and Grantor. If\n\n\n                                       48\n\n\n\n\nGrantee chooses to proceed with such contest after receipt of written  objection\nto the challenge  from Grantor,  Grantee shall conduct such challenge at its own\ncost and expense,  provided  that  Grantor  shall not receive the benefit of any\nrefund  or  credit,  if any,  obtained  as a result of a  successful  challenge;\nprovided, however, that notwithstanding anything to the contrary in this Article\n14,  Grantor  shall  have  complete  authority  over and  discretion  to control\n(including  the  authority  to dismiss or not pursue) any  contests  relating to\nImpositions  based upon the  computation  of Grantor's  taxable income under the\nInternal Revenue Code or state income or franchise tax laws.\n     14.05 Following the Acceptance Date for each Segment,  Grantor and Grantee,\nrespectively,  shall  be  separately  responsible  for any  and all  Impositions\n(except for the  Impositions  described  in clause (b) of Section  14.03,  which\nshall  constitute a part of the Actual  Operating  Expenses and shall be paid in\naccordance  with Article 13) (i)  expressly or implicitly  imposed  upon,  based\nupon, or otherwise measured by the gross receipts, gross income, net receipts or\nnet income  received by or accrued to such party due to its respective  interest\nin or use of such Segment and\/or the Grantee  Fibers and\/or the Grantee  Conduit\nlocated  within such  Segment,  or (ii) which have been  separately  assessed or\nimposed upon the  respective  interest of such party in such Segment  and\/or the\nGrantee Fibers and\/or the Grantee Conduit located within such Segment.\n     14.06 Grantor and Grantee agree to cooperate  fully in the  preparation  of\nany returns or reports relating to the Impositions.  Grantor and Grantee further\nacknowledge  and agree that the  provisions  of this  Article 14 are intended to\nallocate  the  Impositions  expected to be assessed  against or imposed upon the\nparties with respect to the Grantor System based upon the procedures and methods\nof computation by which Impositions  generally have been assessed and imposed to\ndate, and that material  changes in the procedures and methods of computation by\nwhich such  assessments are assessed and imposed could  significantly  alter the\nfundamental  economic assumptions  underlying the transactions  hereunder to the\nparties.  Accordingly,  Grantor  and Grantee  agree  that,  if in the future the\nprocedures  or methods of  computation  by which  Impositions  are  assessed  or\nimposed against the parties change  materially from the procedures or methods of\ncomputation  by which they are imposed as of the date  hereof,  the parties will\nnegotiate in\n\n\n\n                                       49\n\n\n\n\ngood  faith  an  amendment  to the  provisions  of this  Article  14 in order to\npreserve,  to the extent reasonably possible,  the economic intent and effect of\nthis Article 14 as of the date hereof.\n     14.07  Notwithstanding  anything in this Agreement to the contrary,  in the\nevent that Grantor fails to pay any  Imposition it is required to pay under this\nAgreement  Grantee  may,  at its  option (i) pay such  Imposition  to the taxing\nauthority  assessing such  Imposition  and (ii) pay all  subsequent  Impositions\nassessed by such taxing  authority,  unless Grantee shall have received  written\nnotice from  Grantor the Grantee  will pay timely all such  Impositions.  In the\nevent Grantee makes any payments  pursuant to this Section 14.07,  Grantor shall\nreimburse Grantee promptly upon demand for any and all amounts paid by Grantee.\n\n                                   ARTICLE 15.\n                              USE OF GRANTOR SYSTEM\n\n     15.01 Grantee  represents  and warrants that it will use the Grantee Fibers\nand\/or Grantee  Conduit and the IRU hereunder in compliance  with all applicable\ngovernment codes,  ordinances,  laws, rules and regulations.  Grantor represents\nand  warrants  that it will use the Grantor  System,  and shall obtain from each\nother user of the Grantor System a representation  and warranty that it will use\nthe  Grantor  System,  in  compliance  with  all  applicable  government  codes,\nordinances, laws, rules and regulations.\n     15.02 Subject to the  provisions of Article 6 and this Article 15,  Grantee\nmay use the  Grantee  Fibers,  the  Grantee  Conduit  and the IRU for any lawful\npurpose. Grantee acknowledges and agrees that it has no right to use any fibers,\nother than the Grantee  Fibers,  included or incorporated in the Grantor System,\nand that Grantee  shall keep any and all of the Grantor  System,  other than the\nGrantee Fibers,  the Grantee Conduit and Grantee's  interest in and right to use\nthe Associated  Property,  free from all Liens attributable to Grantee.  Grantor\nacknowledges  and agrees that it (i) has no right to use the  Grantee  Fibers or\nthe Grantee Conduit,  (ii) shall keep the portion of the Grantor System in which\nGrantee shall receive the IRU free and clear of all Liens attributable to\n\n\n\n                                       50\n\n\n\n\nGrantor  (other  than the Liens in favor of  Grantee  created  pursuant  to this\nAgreement)  and (iii) shall obtain an  acknowledgment  and  agreement  from each\nother  Person that uses the Grantor  System that such Person has no right to use\nthe  Grantee  Fibers or the  Grantee  Conduit  and shall keep the portion of the\nGrantor  System in which  Grantee  shall  receive  the IRU free and clear of all\nLiens of any third party attributable to such Person.\n     15.03 (***).\n     15.04  Neither  Grantor nor Grantee  shall use the Grantor  System in a way\nwhich physically  interferes in any way with or otherwise  adversely affects the\nuse of the  fibers,  cable or  conduit  of any other  Person  using the  Grantor\nSystem,  provided that customary and normal  telecommunications  activities will\nnever be deemed to physically  interfere with or otherwise  adversely affect the\nuse of the fibers, cable or conduit of any Person and\n\n\n                                       51\n\n\n\n\nGrantor  shall obtain a similar  agreement  from each other Person that uses the\nGrantor System.\n     15.05 Grantee and Grantor shall  promptly  notify each other of any matters\npertaining  to, or the  occurrence  (or impending  occurrence)  of, any event of\nwhich it is aware that could give rise to any damage or  impending  damage to or\nloss of the Grantor System, or any impairment of Grantee's right of use or other\nrights and privileges therein.\n\n                                   ARTICLE 16.\n                                 INDEMNIFICATION\n\n     16.01 Subject to the provisions of Section 3.04, Section 16.07,  Article 17\nand Section 22.03, Grantor hereby agrees to indemnify,  defend, protect and hold\nharmless Grantee,  its Affiliates,  the Designated Parties and their Affiliates,\nand their respective employees,  officers, directors, agents and representatives\n(the \"Grantee Indemnified Parties\") from and against, and assumes liability for,\nany and all  claims,  injuries,  losses,  expenses,  damages or  liabilities  of\nGrantee or any other Grantee  Indemnified Party (including,  without limitation,\nreasonable  attorneys'  fees)  (collectively,  \"Losses\")  which  arise out of or\nresult  from,  directly or  indirectly,  in whole or in part:  (i) the breach by\nGrantor of any of its representations, covenants or other obligations hereunder;\n(ii) the negligence or willful misconduct of Grantor,  its officers,  employees,\nservants,  Affiliates,  agents,  contractors,  licensees,  invitees  and vendors\narising out of or in connection  with the  performance  by Grantor or such other\nPersons  of  their  respective  obligations  under  this  Agreement;  (iii)  any\nviolation by Grantor or its Affiliates of any regulation, rule, statute or court\norder of any  Governmental  Authority  in  connection  with the  performance  by\nGrantor of its obligations under this Agreement;  and (iv) any interference with\nor  infringement  of the  rights  of a third  party  as a  result  of a  Grantee\nIndemnified  Party's use of the Grantor System in accordance with the provisions\nof this Agreement.\n     16.02 Grantee hereby agrees to indemnify, defend, protect and hold harmless\nGrantor and its Affiliates, and their respective employees, officers, directors,\nagents and representatives (the \"Grantor Indemnified Parties\") from and against,\nand assumes\n\n\n                                       52\n\n\n\n\nliability  for, any and all Losses of Grantor or any other  Grantor  Indemnified\nParty which arise out of or result from, directly or indirectly,  in whole or in\npart:  (i) the  breach by Grantee of any of its  representations,  covenants  or\nother  obligations  hereunder;  (ii) the  negligence  or willful  misconduct  of\nGrantee, its officers,  employees,  servants,  Affiliates,  agents, contractors,\nlicensees,  invitees  and  vendors  arising  out of or in  connection  with  the\nperformance  by Grantee or such other  Persons of their  respective  obligations\nunder this  Agreement;  and (iii) any violation by Grantee or its  Affiliates of\nany regulation,  rule,  statute or court order of any Governmental  Authority in\nconnection  with the  performance  by  Grantee  of its  obligations  under  this\nAgreement.\n     16.03 Grantor and Grantee agree to promptly  provide each other with notice\nof any  claim  which  may  result in an  indemnification  obligation  hereunder,\nprovided, however, that the indemnifying party's obligations hereunder shall not\nbe affected by the failure to give such notice  except to the extent that it can\ndemonstrate that it was materially  prejudiced  thereby.  The indemnifying party\nmay defend such claim and, if it so elects,  such defense shall be controlled by\nthe indemnifying party and all costs associated with such defense shall be borne\nby the indemnifying  party. In any such proceeding,  the indemnified party shall\nhave the right to participate in such defense at its own expense,  provided that\nthe  indemnifying  party shall pay the  reasonable  fees and expenses of counsel\nretained by the indemnified  party in the event that (i) the indemnifying  party\nand the  indemnified  party shall have mutually  agreed to the retention of such\ncounsel  or (ii) the  named  parties  to any  such  proceedings  (including  any\nimpleaded parties) include both the indemnifying party and the indemnified party\nand  the   representation   of  both  parties  by  the  same  counsel  would  be\ninappropriate,  in the  reasonable  opinion  of the  indemnified  party,  due to\nmaterial,  actual or potential  differing  interests  between them. In the event\nthat the indemnified  party retains separate counsel at the indemnified  party's\nexpense in accordance with the foregoing sentence, the indemnified party and its\ncounsel will reasonably cooperate with the indemnifying party and its counsel in\norder to minimize the  indemnifying  party's overall legal expenses  relating to\nthe claim. In no event shall the indemnifying  party be liable for more than one\nfirm of attorneys (in addition to local counsel with respect to any jurisdiction\nin which\n\n\n\n                                       53\n\n\n\n\nlocal  counsel may be  required)  for all  indemnified  parties in any one legal\naction or group or related legal actions.\n     16.04 The  indemnifying  party shall have the right to settle or compromise\nany such claim of which it has  assumed  the  defense  only upon the  receipt of\nwritten consent to such  settlement or compromise  from the  indemnified  party,\nwhich consent shall not be unreasonably withheld or delayed; provided,  however,\nthat the  indemnified  party shall not be obligated to consent to any settlement\nunless it involves  claims for money  damages only or other relief not involving\nor affecting the indemnified party, which are being paid or performed in full by\nother than the indemnified  party,  and any such failure to consent shall not be\ndeemed unreasonable.\n     16.05 If the  indemnifying  party  fails to assume  the  defense of a claim\npursuant  to  Section  16.03,   then,  upon  twenty  (20)  days  notice  to  the\nindemnifying  party setting forth the details  thereof,  the  indemnified  party\nshall  have the right to pay,  compromise  or  defend  any such  claim  (without\nfurther  notice  to the  indemnifying  party)  and to assert  the  amount of any\npayment on such claim plus the expense of defense or  settlement as an indemnity\nclaim.  The  indemnified  party shall also have the right,  exercisable  in good\nfaith and upon reasonable prior notice to the  indemnifying  party, to take such\naction as may be reasonably necessary to avoid a default prior to the assumption\nof the defense of the claim by the indemnifying  party and any expenses incurred\nby so acting shall be paid by the indemnifying party.\n     16.06  Grantor  and Grantee  each  expressly  recognize  and agree that its\nobligation to indemnify,  defend,  protect and save the other  harmless is not a\nmaterial  obligation to the continuing  performance of its obligations,  if any,\nhereunder.  In the event that a party shall fail for any reason to so indemnify,\ndefend,  protect and save the other harmless, the injured party hereby expressly\nrecognizes  that its sole remedy in such event shall be the right to bring legal\nproceedings  against  the other  party for its  damages as a result of the other\nparty's said failure to  indemnify,  defend,  protect and save  harmless.  These\nobligations shall survive the expiration or termination of this Agreement.\n     16.07  Notwithstanding the foregoing  provisions of this Article 16, to the\nextent  Grantor is required under the terms and provisions of any Required Right\nto indemnify\n\n\n                                       54\n\n\n\n\nthe grantor or  provider  thereof  from and  against any and all claims,  suits,\njudgments,   liabilities,  losses  and  expenses  arising  out  of  the  service\ninterruption,  cessation or unreliability  of the Grantor System,  regardless of\nwhether such claims,  suits,  judgments,  liabilities,  losses or expenses arise\nfrom the sole or partial  negligence,  actions or  inaction  of such  grantor or\nprovider and its employees,  servants, agents,  contractors,  sub-contractors or\nother Persons using the property covered by such Required Right,  Grantee hereby\nreleases such grantor or provider from, and hereby  waives,  all claims,  suits,\njudgments, liabilities, losses and expenses for which Grantor would be otherwise\nbe required to indemnify  such Required  Right grantor or provider  (unless such\nindemnification  is not  enforceable  as a  matter  of law)  arising  out of the\nservice   interruption,   cessation  or  unreliability  of  the  Grantor  System\nregardless  of whether such claims,  suits,  judgments,  liabilities,  losses or\nexpenses  arise from the sole or partial  negligence,  actions or inactions,  of\nsuch  grantor or  provider  or its  employees,  servants,  agents,  contractors,\nsubcontractors  or other  Persons  using the property  covered by such  Required\nRight.\n\n                                   ARTICLE 17.\n                             LIMITATION OF LIABILITY\n\n     Notwithstanding  any provision of this  Agreement to the contrary,  neither\nparty shall be liable to the other party for any special, incidental,  indirect,\npunitive or consequential  damages,  whether foreseeable or not, arising out of,\nor in connection with such party's failure to perform its respective obligations\nhereunder,  including,  but not limited to, loss of profits or revenue  (whether\narising out of  transmission  interruptions  or problems,  any  interruption  or\ndegradation of service or otherwise), or claims of customers, whether occasioned\nby any construction, reconstruction, relocation, repair or maintenance performed\nby, or failed to be performed by, the other party or any other cause whatsoever,\nincluding  breach  of  contract,  breach  or  warranty,  negligence  and  strict\nliability,  all claims for which damages are hereby specifically waived.  Except\nas set forth in Section  16.07,  nothing  contained  herein  shall  operate as a\nlimitation on the right of\n\n\n                                       55\n\n\n\n\neither  party  hereto to bring an action for damages  against  any third  party,\nincluding claims for indirect,  special or consequential  damages,  based on any\nacts or omissions of such third party.\n\n                                   ARTICLE 18.\n                                    INSURANCE\n\n     18.01  During  the term of this  Agreement,  each  party  shall  obtain and\nmaintain,  and shall require any of its permitted  subcontractors  to obtain and\nmaintain,  the  following  insurance,  naming the other  party as an  additional\ninsured:  (i)  not  less  than  $5,000,000.00combined   single  limit  liability\ninsurance,  on an occurrence  basis,  for personal  injury and property  damage,\nincluding  injury or damage  arising from the operation of vehicles or equipment\nand liability for completed operations;  (ii) worker's compensation insurance in\namounts  required by applicable  law and employer's  liability  insurance with a\nlimit of at least  $1,000,000.00  per  occurrence;  (iii)  automobile  liability\ninsurance  covering  death or injury  to any  person  or  persons,  or damage to\nproperty  arising from the operation of vehicles of vehicles or equipment,  with\nlimits  of not less  than  $1,000,000.00  per  occurrence;  and  (iv) any  other\ninsurance  coverages required under or pursuant to the Required Rights.  Grantor\nshall  require  its  subcontractors  who are  engaged  in  connection  with  the\nconstruction  of the  Grantor  System  to  maintain  insurance  in the types and\namounts as would be obtained by a prudent person to provide adequate  protection\nagainst loss. In all circumstances,  Grantor shall require its subcontractors to\ncarry a minimum of $1,000,000 in commercial general liability insurance. Grantee\nshall be listed as an additional insured on all polices set forth above,  except\nworkers'  compensation.  Grantor  shall  provide  to  Grantee a  certificate  of\ninsurance  evidencing such insurance  coverage.  Evidence of insurance furnished\nshall contain a clause  stating  Grantee  \"shall be notified in writing at least\nthirty (30) days prior to any  cancellation  of, or any  material  change or new\nexclusions in, the policy\".\n     18.02  During the term of this  Agreement:  (i)  Grantee  shall  obtain and\nmaintain  \"all risk\"  property  insurance in an amount equal to the  replacement\ncosts of all electronic,\n\n\n                                       56\n\n\n\n\noptronic and other equipment  utilized by Grantee in connection with the Grantee\nFibers and\/or Grantee Conduit, naming Grantor as an additional insured; and (ii)\nGrantor shall obtain and maintain \"all risk\" property  insurance in amount equal\nto the replacement cost of the Regeneration and Opamp Facilities, naming Grantee\nas an additional insured.\n     18.03 Both parties expressly acknowledge that a party shall be deemed to be\nin  compliance  with the  provisions of this Article if it maintains an approved\nself-insurance  program  providing  for a retention of up to  $1,000,000.00.  If\neither  party  provides any of the  foregoing  coverages on a claims made basis,\nsuch  policy  or  policies  shall  be for at  least a three  (3)  year  extended\nreporting or discovery period.\n     18.04 Unless otherwise agreed, all insurance policies shall be obtained and\nmaintained  with  companies  rated \"A\" or better by Best's Key Rating  Guide and\neach party  shall,  upon  request,  provide  the other  party with an  insurance\ncertificate confirming compliance with the requirements of this Article 18.\n     18.05 Grantee and Grantor  shall each obtain from the  insurance  companies\nproviding  the  coverages  required by this  Agreement,  the  permission of such\ninsurers to allow such party to waive all rights of  subrogation  and such party\ndoes hereby waive all rights of said insurance  companies to subrogation against\nthe other party, its affiliates,  subsidiaries,  assignees,  officers, directors\nand employees.\n     18.06 In the event either  party fails to maintain  the required  insurance\ncoverages and a claim is made or suffered,  such party shall  indemnify and hold\nharmless  the  other  party  from any and all  claims  for  which  the  required\ninsurance would have provided  coverage.  In addition,  in the event of any such\nfailure  which  continues  after seven (7) days' written  notice  thereof by the\nother party,  such other party may, but shall not be obligated  to,  obtain such\ninsurance  and  shall  have  the  right  to be  reimbursed  for the cost of such\ninsurance by the party failing to obtain such insurance.\n     18.07 In no event shall either  Grantee or Grantor be required to obtain or\nmaintain  insurance  against  loss or damage to the  Grantee  Fibers or  Grantee\nConduit.\n\n\n                                       57\n\n\n\n\n                                   ARTICLE 19.\n                                  FORCE MAJEURE\n\n     Except as may be otherwise specifically provided in this Agreement, neither\nparty  shall be in default  under this  Agreement  if and to the extent that any\nfailure or delay in uch party's  performance  of one or more of its  obligations\nhereunder  is  caused  by any of the  following  conditions,  and  such  party's\nperformance of such obligation or obligations  shall be excused and extended for\nand during the period of any such  delay:  acts of God,  war,  strikes and other\nsimilar  catastrophic  events  beyond  such  party's  control  (***).  The party\nclaiming  relief  under this  Article  shall  notify the other in writing of the\nexistence of the event relied on, the steps it is taking or proposing to take to\nremedy such event and the cessation or termination of said event.\n\n                                   ARTICLE 20.\n                              ADDITIONAL COVENANTS\n\n     20.01 Grantor and Grantee shall be entitled,  to the extent permitted under\napplicable law, to jointly participate in any condemnation proceedings regarding\nthe Grantor System, the Grantee Fibers, the Grantor Conduit, any Sublease or the\nRequired Rights and to seek  compensation by either joint or separate awards for\nthe economic value of their  respective  interests in the portion of the Grantor\nSystem  subject  to such  condemnation  proceeding.  If  Grantor  shall  receive\ncompensation   with   respect  to  any  such   condemnation   proceeding   under\ncircumstances  where  Grantee does not, to the extent such  compensation  is not\napplied to relocate the  affected  portion of the Grantor  System under  Section\n6.05,  Grantee shall be entitled to a portion of the Grantor award  commensurate\nwith  Grantee's  rights  under this  Agreement.  Grantor  shall  notify  Grantee\nimmediately  upon receipt of a formal notice of condemnation or taking or of any\nsimilar  threatened  condemnation  proceeding  regarding the Grantor System, the\nGrantee Fibers, the Grantee Conduit,  or the Required Rights.  Grantor shall not\nsell the Grantor System\n\n\n                                       58\n\n\n\n\n(or any portion thereof) or any Required Rights to an acquiring agency authority\nor other party in lieu of condemnation  without prior written notice of at least\nthirty (30) days to Grantee.  Grantee's rights under this Section 20.01 shall be\nin addition to, not in substitution of, Grantee's rights under Section 6.05.\n     20.02 All transactions  between Grantor and any of its Affiliates  relating\nto this Agreement (including,  without limitation,  transactions relating to the\nmaintenance of the Grantor System) shall be upon fair and reasonable  terms that\nare no less  favorable to Grantor than those which would have been obtained in a\ncomparable  arm's-length  transaction  with a Person not an  Affiliate.  Grantor\nshall  provide  Grantee  with prompt  written  notice,  including  a  reasonably\ndetailed summary of the economic terms, of all such transactions.\n     20.03  Except to the  extent  prohibited  by any  Required  Right,  Grantor\nagrees,  upon  request of Grantee,  to  execute,  acknowledge  and deliver  such\ndocuments or  instruments  as Grantee  shall deem  necessary or  appropriate  to\nevidence  or  safeguard  the IRU,  the  transfer of title  contemplated  by this\nAgreement,  any Sublease and the security interest provided for in Section 3.03.\nIf Grantor files any documents on its own behalf,  it will  simultaneously  file\ndocuments in the same location for Grantee at Grantee's cost, if so requested.\n     20.04 To the extent that the Hart-Scott-Rodino  AntiTrust  Improvements Act\nof  1976,  as  amended  (the  \"HSR  Act\"),  applies  to any of the  transactions\ncontemplated  by this  Agreement,  Grantee and Grantor  shall take  promptly all\nactions necessary to make any filings required under the HSR Act with respect to\nsuch transactions and to resolve any  investigation or other inquiry  concerning\nsuch  transactions  commenced by the Federal  Trade  Commission or the AntiTrust\nDivision  of the United  States  Department  of  Justice or any state  attorneys\ngeneral.  Notwithstanding  anything in this  Agreement to the  contrary,  in the\nevent the HSR Act is applicable to any of the transactions  contemplated by this\nAgreement,  then this  Agreement  shall not  become  effective  (except  for the\nprovisions  of Articles 20, 21 and 23 through 31), and no payments  shall be due\nhereunder,  until the requirements of the HSR Act and any similar  antitrust law\napplicable\n\n\n                                       59\n\n\n\n\nto such transactions shall have been satisfied and the waiting period thereunder\nshall  have  expired  or been  terminated.  \n     20.05 On and  after  the date  hereof,  Grantor's  obligations  under  this\nAgreement shall be guaranteed by Level 3  Communications,  Inc., (or, subject to\nthe consent of Grantee,  which consent shall not be unreasonably  withheld,  any\nother entity) pursuant to a guaranty in the form of Exhibit \"N\" attached hereto.\n     20.06 On and  after  the date  hereof,  Grantee's  obligations  under  this\nAgreement  shall be guaranteed  by NEXTLINK  Communications,  Inc.,  Eagle River\nInvestments,  LLC or Nextel Communications,  Inc. (or, subject to the consent of\nGrantor,  which consent shall not be  unreasonably  withheld,  any other entity)\n(each, a \"Permitted Guarantor\"),  pursuant to one or more guaranties in the form\nof Exhibit \"O\" attached hereto.  From time to time after the date hereof,  (i) a\nPermitted  Guarantor  which has not  previously  delivered  such a guaranty  may\nexecute  and deliver  such a guaranty to Grantor and (ii) a Permitted  Guarantor\nmay cancel a guaranty previously delivered by such Permitted Guarantor or reduce\nor increase the  percentage of such  obligations  guaranteed  by such  Permitted\nGuarantors'  guaranty,  provided that at all times after the date hereof 100% of\nsuch obligations in the aggregate are guaranteed by one or more of the Permitted\nGuarantors and provided further that without the consent of Grantor, which shall\nnot be unreasonably  withheld,  the percentage of such obligations guaranteed by\nany  Permitted  Guarantor's  guaranty  shall not be increased if such  Permitted\nGuarantor has suffered a material  adverse change in its financial  condition or\nprospects relative to such condition or prospects on the date hereof.\n\n                                   ARTICLE 21.\n                                   ASSIGNMENT\n\n     21.01  Neither  party shall  assign,  encumber or otherwise  transfer  this\nAgreement to any other  Person  without the prior  written  consent of the other\nparty, which consent shall not be unreasonably  withheld;  provided,  each party\nshall have the right,  without the other party's consent, but with prior written\nnotice to the other party, to assign or\n\n\n                                       60\n\n\n\n\notherwise transfer this Agreement, in whole or in part, (i) as collateral to any\ninstitutional  lender of such party subject to the prior rights and  obligations\nof the  parties  hereunder,  (ii) in the case of  Grantor,  to an  Affiliate  of\nGrantor,  or to any entity with which Grantor may be merged or consolidated,  or\nwhich purchases all or substantially  all of the assets of Grantor,  or (iii) in\nthe case of Grantee,  to any Designated Party;  provided that in each of clauses\n(i) through (iii) above,  such party shall not be released from its  obligations\nhereunder.  Any assignee or transferee shall be subject to all of the provisions\nof this Agreement  (except that any lender referred to in clause (i) above shall\nnot be restricted from  exercising any right of enforcement or foreclosure  with\nrespect to any related  security  interest or lien,  so long as the purchaser in\nforeclosure is subject to the provisions of this  Agreement  (whether  before or\nafter  foreclosure)  and neither  Grantor's nor Grantee's rights and obligations\nhereunder are otherwise impaired or adversely affected).\n     21.02 Any and all additional fees, charges,  costs or expenses which result\nunder the Required  Rights or otherwise as a result of any permitted  assignment\nor transfer of this Agreement by a party shall be paid by such party.\n     21.03  This  Agreement  and  each of the  parties'  respective  rights  and\nobligations  under this Agreement,  shall be binding upon and shall inure to the\nbenefit of the parties hereto and each of their respective  permitted successors\nand assigns.\n     21.04 Nothing  contained in this Article 21 shall be deemed or construed to\nprohibit Grantor from selling,  leasing,  granting indefeasible rights of use or\nentering into similar  agreements or arrangements with other Persons  respecting\nany fibers and conduit constituting a part of the Grantor System,  provided that\nno such sale, lease,  grant,  agreement or arrangement shall impair or otherwise\nadversely affect Grantee's rights and privileges  hereunder and Grantor complies\nwith all of its obligations hereunder in connection therewith.\n\n\n                                       61\n\n\n\n\n\n                                   ARTICLE 22.\n                         REPRESENTATIONS AND WARRANTIES\n\n     22.01 Each party  represents  and warrants that: (i) it is a corporation or\nlimited liability company duly organized,  validly existing and in good standing\nunder the laws of the jurisdiction of its incorporation or formation; (ii) it is\nduly  qualified  and in good  standing  as a foreign  corporation  in each other\njurisdiction  in which it owns or leases property or in which the conduct of its\nbusiness requires it to so qualify or be licensed except where the failure to so\nqualify or be  licensed  is not  reasonably  likely to have a  material  adverse\neffect on its  business,  operations,  condition  (financial  or  otherwise)  or\nproperties or Grantee's or Grantor's rights and obligations hereunder; (iii) has\nthe full right and  authority  to enter into,  execute,  deliver and perform its\nobligations  under this  Agreement;  (iv) it has taken all  requisite  corporate\naction to approve the execution, delivery and performance of this Agreement; (v)\nthis Agreement  constitutes a legal,  valid and binding  obligation  enforceable\nagainst  such  party  in  accordance  with its  terms,  subject  to  bankruptcy,\ninsolvency,  creditors'  rights and general equitable  principles;  and (vi) its\nexecution,  delivery and  performance  of this  Agreement  shall not violate any\napplicable  existing  regulations,  rules,  statutes  or  court  orders  of  any\nGovernmental  Authority  and shall not conflict with or result in the breach of,\nor  constitute a default under (a) in the case of Grantor,  any  contract,  loan\nagreement,  indenture, mortgage, deed of trust, lease, Required Right agreement,\nindefeasible  right of use agreement or other agreement  binding on or affecting\nGrantor or any of its properties,  or (b) in the case of Grantee,  any contract,\nloan agreement,  indenture,  mortgage,  deed of trust, lease, or other agreement\nbinding on or affecting Grantee or any of its properties.\n     22.02 [Intentionally omitted]\n     22.03  Grantor  represents  and  warrants  that the Segments of the Grantor\nSystem that it delivers  pursuant hereto shall be constructed in accordance with\nthe  specifications  set forth in the applicable  Exhibit attached hereto and in\nSection 8.01;  provided  Grantee's sole rights and remedies against Grantor with\nrespect  to any  breach  of such  representation  shall  be those  set  forth in\nSections 8.07 and 12.02 of this Agreement.\n\n\n                                       62\n\n\n\n\n\n     22.04  EXCEPT  AS SET FORTH IN THE  FOREGOING  SECTIONS  22.01  and  22.03,\nGRANTOR  MAKES NO  WARRANTY,  EXPRESS OR  IMPLIED,  WITH  RESPECT TO THE GRANTEE\nFIBERS,  THE GRANTEE  CONDUIT,  THE ASSOCIATED  PROPERTY OR THE GRANTOR  SYSTEM,\nINCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND\nALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.\n     22.05 Grantee  acknowledges and agrees that Grantor shall have no liability\nwith respect to any defect in or failure of the Grantee  Fibers  and\/or  Grantee\nConduit to perform in accordance with the vendor's or manufacturer's  warranties\napplicable to such Grantee Fibers and\/or the Grantee Conduit, provided that such\ndefect  or  failure  is  not  attributable  to  any  breach  by  Grantor  of its\nobligations under this Agreement.  Grantor shall (i) provide Grantee with copies\nof all manufacturer's,  vendor's, contractor's or other warranties applicable to\nthe Grantee  Fibers and\/or the Grantee  Conduit  within each  Segment,  (ii) use\ncommercially  reasonable  best  efforts  to cause all such  warranties  to be in\neffect for at least twelve months after the Acceptance Date for such Segment and\nto use  commercially  reasonable  best  efforts  to obtain  additional  warranty\ncoverage after such 12-month  period,  (iii) to the extent the assignment of any\nsuch warranty is not prohibited by the terms thereof, assign all such warranties\nwith respect to the Grantee  Fiber or Grantee  Conduit to Grantee on or prior to\nthe Acceptance  Date of such Segment,  and (iv) to the extent  assignment of any\nsuch warranty is prohibited by the terms thereof and any  maintenance or repairs\nto the Grantor System are required as a result of a breach of any such warranty,\nGrantor shall pursue all remedies  against such  manufacturers,  contractors  or\nvendors on behalf of Grantee  and other  Persons  having the right of use of the\nGrantor System, and Grantor shall reimburse  Grantee's costs for any maintenance\nGrantee  has  incurred  as a result of any breach of  warranty to the extent the\nmanufacturer, contractor or vendor pays such costs.\n     22.06  Grantor  and  Grantee  acknowledge  and agree that for  purposes  of\nfederal,  state and local  law,  (i) the grant of the IRU to the  Grantee in the\nGrantee Fibers, the Grantee Conduit and the Associated Property for each Segment\nhereunder shall be treated\n\n\n                                       63\n\n\n\n\nby each of them as an executed  grant to Grantee of an interest in real property\nwith respect to such Segment,  (ii) to the extent that  ownership of the Grantee\nFibers and the Grantee Conduit is transferred to Grantee  hereunder,  such grant\nshall  constitute  a transfer of title of real  property  and to the extent that\nownership of the Grantee  Fibers and the Grantee  Conduit is not  transferred to\nGrantee  hereunder,  such grant shall  constitute  a leasehold  interest in real\nproperty, (iii) no material obligation of either Grantee or Grantor shall remain\nto be  performed  with respect to such grant or Segment and (iv) with respect to\neach such grant,  this  Agreement is not  intended as an  executory  contract or\nunexpired lease subject to assumption, rejection or assignment by the trustee in\nbankruptcy  of any  party  to this  Agreement,  including,  without  limitation,\nassumption,  rejection or assignment  under Section 365 of the Bankruptcy  Code.\n     22.07 The  representations of Grantor and Grantee under Section 22.01 shall\nbe deemed to have been made on the date hereof and on each date on which Grantee\nis required to make an IRU Contribution or Recurring Charge payment hereunder.\n\n                                   ARTICLE 23.\n                                 CONFIDENTIALITY\n\n     23.01  Grantor  and  Grantee  hereby  agree that if either  party  provides\nconfidential  or  proprietary  information  to  the  other  party  (\"Proprietary\nInformation\"), such Proprietary Information shall be held in confidence, and the\nreceiving  party  shall  afford  Proprietary   Information  the  same  care  and\nprotection  as it affords  generally  to its own  confidential  and  proprietary\ninformation  (which in any case shall be not less than reasonable care) in order\nto avoid  disclosure  to or  unauthorized  use by any third  party.  The parties\nacknowledge  and agree that all  information  disclosed  by either  party to the\nother in  connection  with or pursuant to this  Agreement  shall be deemed to be\nProprietary Information provided that written information is clearly marked in a\nconspicuous place as being confidential or proprietary and verbal information is\nindicated as being confidential or proprietary when given and promptly confirmed\nin writing as such  thereafter.  All Proprietary  Information,  unless otherwise\nspecified in writing, shall remain the property\n\n\n                                       64\n\n\n\n\nof the  disclosing  party,  shall be used by the  receiving  party  only for the\nintended purpose, and such written Proprietary Information, including all copies\nthereof,  shall be  returned  to the  disclosing  party or  destroyed  after the\nreceiving  party's need for it has expired or upon the request of the disclosing\nparty.  Proprietary  Information  shall not be  reproduced  except to the extent\nnecessary  to  accomplish  the  purpose  and  intent  of this  Agreement,  or as\notherwise may be permitted in writing by the disclosing party.\n     23.02 The  foregoing  provisions  of Section  23.01  shall not apply to any\nProprietary  Information which (i) becomes publicly available other than through\nthe  disclosing  party;  (ii) is required to be disclosed by a  governmental  or\njudicial law, order, rule or regulation; (iii) is independently developed by the\nreceiving  party;  or  (iv)  becomes  available  to  the  receiving  party  on a\nnon-confidential  basis from a third  party which is not  actually  known by the\nreceiving party to be bound by a confidentiality agreement or obligation. If any\nProprietary  Information  is required to be disclosed  pursuant to the foregoing\nclause (ii), the party required to make such  disclosure  shall promptly  inform\nthe other party of the requirements of such disclosure.\n     23.03 Notwithstanding  anything in this Article 23 to the contrary,  either\nparty may disclose Proprietary  Information to its employees,  agents, and legal\nand financial  advisors and providers  (including  its existing and  prospective\nlenders, joint venture partners and other financiers) to the extent necessary or\nappropriate  in  connection  with the  negotiation  and\/or  performance  of this\nAgreement or in obtaining  financing,  provided that each such party is notified\nof the confidential and proprietary  nature of such Proprietary  Information and\nis  subject  to or agrees  to be bound by  similar  restrictions  on its use and\ndisclosure.\n     23.04 The parties shall (i) maintain in confidence  both the fact that this\nAgreement  has been entered into and its contents and (ii) without  limiting the\nforegoing  clause  (i),  not refer to this  Agreement  or the other party in any\npress release,  marketing  materials,  governmental filing or other documents or\npublications,  in each case  without  the  consent  of such other  party  (which\nconsent  shall  not be  unreasonably  withheld),  except in each case (a) to the\nextent  required by law (and in such case, only after  reasonable  prior written\nnotice to the other party), (b) in the case of Grantee, to customers\n\n\n                                       65\n\n\n\n\nor  potential  customers  of  Grantee,  (c) to  employees,  agents and legal and\nfinancial  advisors  and  providers  as  provided  in  Section  23.03 and (d) in\nconnection with public filings made pursuant to Section 23.02.\n     23.05  The  provisions  of this  Article  23 shall  survive  expiration  or\ntermination of this Agreement.\n\n                                   ARTICLE 24.\n                               DISPUTE RESOLUTION.\n\n     24.01 If the parties are unable to resolve  any  dispute  arising  under or\nrelating to this Agreement,  including,  without limitation, any disagreement as\nto the appropriate  reduction of the IRU  Contribution  and\/or  Recurring Charge\ndescribed in Article 7, the parties shall resolve such  disagreement  or dispute\nas follows:\n                  (i) The matter  shall first be referred by either party to the\nchief  executive  officers  or the chief  operating  officers  of the parties by\nwritten  notice to the other party (the \"Dispute  Notice\").  Within fifteen (15)\ndays after  delivery of the Dispute  Notice such  officers of both parties shall\nmeet  at  a  mutually  acceptable  time  and  place  to  exchange  all  relevant\ninformation in an attempt to resolve the dispute. All negotiations  conducted by\nsuch  officers  shall be  confidential  and shall be treated as  compromise  and\nsettlement negotiations for purposes of federal and state rules of evidence.\n                  (ii) If the matter has not been  resolved  within  thirty (30)\ndays after  delivery of the Dispute  Notice,  or if such  officers  fail to meet\nwithin fifteen (15) days after delivery of such Dispute Notice, either party may\ninitiate  mediation  and, if  applicable,  arbitration  in  accordance  with the\nprocedures set forth in (iii) and (iv) below.\n                  (iii) If such  officers  are unable to resolve  the dispute or\nhave failed to meet, the parties agree to participate in a non-binding mediation\nprocedure as follows: (A) a mediator will be selected by having counsel for each\nparty agree on a single person to act as mediator.  The parties' counsel as well\nas up to three  representatives  of each of the parties  will appear  before the\nmediator at a time and place determined by the mediator, but not more than sixty\n(60) days after delivery of the Dispute Notice. The fees\n\n\n\n                                       66\n\n\n\n\nof the mediator and other costs of the mediation  will be shared  equally by the\nparties.  (B) Each  party will  present a review of the matter and its  position\nwith respect to such matter. At the conclusion of both presentations the parties\nmay ask  questions  of each  other.  Either  party  may  abandon  the  mediation\nprocedure at the end of the  presentation and question periods and the mediation\nprocedure shall not be binding on either party.\n                  (iv) If the matter is not resolved after attempts at mediation\nas set forth  above,  or if either party  refuses to take part in the  mediation\nprocess,  the parties  hereby agree to submit all such matters to arbitration in\nWilmington,  Delaware  according to the  commercial  rules and  practices of the\nAmerican Arbitration Association from time to time in effect.  Arbitration shall\nbe by three independent and impartial  arbitrators.  Such arbitrators shall have\nexperience in the subject  matter  involved in the dispute,  unless both parties\nagree in  writing  to waive  any such  requirement.  Each of the  parties  shall\nappoint one arbitrator  within fifteen (15) days after initiation of arbitration\nand the two arbitrators so appointed shall select a third arbitrator  within ten\n(10) days of their appointment, which third arbitrator shall be the chair of the\npanel. In the event the parties or the arbitrators fail to select arbitrators as\nrequired  herein,  the  American  Arbitration   Association  shall  select  such\narbitrators.  The  arbitrators  shall conduct a hearing no later than sixty (60)\ndays after  initiation  of the  matter to  arbitration  and a decision  shall be\nrendered  by the  arbitrators  within  thirty (30) days of the  hearing.  At the\nhearing the parties  shall present such evidence and witnesses as they may chose\nwith or without  counsel.  Adherence  to formal  rules of evidence  shall not be\nrequired but the arbitration  panel shall consider any evidence and testimony it\ndetermines  to be relevant in  accordance  with  procedures  it determines to be\nappropriate.  Consistent  with the expedited  nature of arbitration  provided in\nthis Agreement,  each party shall,  upon the written request of the other party,\npromptly provide the other with copies of documents relevant to issues raised by\nany claim or counterclaim  submitted to arbitration.  Any dispute  regarding the\nrelevance  or  scope  of  discovery  shall  be  determined  by the  chair of the\narbitration panel, whose determination shall be conclusive.  All discovery shall\nbe commenced promptly after the initiation of arbitration and shall be completed\nno  less  than  ten  (10)  days  before  the  scheduled  arbitration  date.  The\narbitration determination\n\n\n\n                                       67\n\n\n\n\nshall be in  writing  and shall  specify  the  factual  and legal  bases for the\ndetermination.  The parties agree to abide by all  decisions and  determinations\nrendered in such  proceedings  and such  decisions and  determinations  shall be\nfinal and  binding on the  parties.  The  arbitrators  shall have the power,  if\nrequested by any party in connection with an arbitration hereunder, to order any\npreliminary  and\/or final  injunctive  relief or equitable relief requested by a\nparty  and  deemed  appropriate  by the  arbitrators  solely  to  carry  out the\nprovision of this Agreement.  All such decisions and determinations may be filed\nfor  confirmation  in any federal  court  located in the State of Delaware.  The\narbitrators, fees and other costs of arbitration (including, without limitation,\nattorneys'  fees) shall be borne by the party against whom the award is rendered\nexcept as the arbitration  panel may otherwise  provide.  24.02  Notwithstanding\nanything in this Agreement to the contrary, and without first complying with the\ndispute resolution procedures set forth in this Article 24, Grantee may apply to\nany court of  competent  jurisdiction  where the  Grantor  System is located for\npreliminary injunctive relief or specific performance in accordance with Section\n24.03,  in the event that Grantee's use of the Grantee  Fibers,  Grantee Conduit\nand Associated Property, or its rights and privileges hereunder, are jeopardized\nby virtue of an alleged breach by Grantor of its obligations hereunder.\n     24.03 Subject to Sections 3.04 and 7.02,  Grantor  acknowledges  and agrees\nthat, in light of the unique derivative nature of Grantee's rights hereunder and\nthe importance of the Grantor System to Grantee's business operations as well as\nthe  provisions of Article 17 limiting  certain  claims for monetary  liability,\nGrantee would not have an adequate remedy at law for money damages if any of the\ncovenants  or  agreements  contained  in this  Agreement  were not  performed in\naccordance with their terms and therefore  agrees that Grantee shall be entitled\nto specific  enforcement  of such  covenants and  agreements in any  arbitration\nproceeding  pursuant to Section  24.01 or any  judicial  proceeding  pursuant to\nSection 24.02.\n\n\n                                       68\n\n\n\n\n\n                                   ARTICLE 25.\n                                     NOTICES\n\n     All notices or other  communications which are required or permitted herein\nshall be in writing and sufficient if delivered  personally,  sent by nationally\nrecognized  prepaid  overnight  air courier,  or sent by registered or certified\nmail, postage prepaid, return receipt requested, addressed as follows:\n\nIF TO GRANTOR:                      Level 3 Communications, LLC\n                                    1450 Infinite Drive\n                                    Louisville, CO  80027\n                                    Attention:  Dan Caruso\n\nwith a copy to:                     Level 3 Communications, LLC\n                                    3555 Farnam Street, Ste.200\n                                    Omaha, NE  68131\n                                    Attention:  General Counsel\n\nIF TO GRANTEE:                      INTERNEXT, LLC\n                                    c\/o NEXTLINK Communications, Inc.\n                                    500 108th Avenue, NE, Ste. 2200\n                                    Bellevue, WA  98004\n                                    Attention:  General Counsel\n\nwith a copy to:                     NEXTLINK Communications, Inc.\n                                    1730 Rhode Island Avenue, NW  Ste. 1000\n                                    Washington, DC  20036\n                                    Attention:  Counsel\n\nor at such  other  address  as the  party to whom  notice  is be given  may have\nfurnished  to the  other  party in  writing  in  accordance  herewith.  Any such\ncommunication shall be deemed to have been given when delivered  personally,  on\nthe business  day after  dispatch if sent by  overnight  air courier,  or on the\nseventh business day after posting if sent by mail.\n\n\n\n                                       69\n\n\n\n\n\n                                   ARTICLE 26.\n                      ENTIRE AGREEMENT; AMENDMENT; HEADINGS\n\n     This Agreement constitutes the entire and final agreement and understanding\nbetween the parties with respect to the subject matter hereof and supersedes all\nprior agreements relating to the subject matter hereof,  which are of no further\nforce or effect.  The Exhibits  referred to herein are integral parts hereof and\nare hereby made a part of this Agreement. This Agreement may only be modified or\nsupplemented  by  an  instrument  in  writing  executed  by  a  duly  authorized\nrepresentative  of each party.  The title and headings of this Agreement and its\nvarious  Articles are for convenience of reference only and shall not affect the\nmeaning or interpretation of this Agreement.\n\n                                   ARTICLE 27.\n                           RELATIONSHIP OF THE PARTIES\n\n     The relationship between Grantee and Grantor shall not be that of partners,\nagents,  or joint  venturers  for one  another,  and nothing  contained  in this\nAgreement  shall be deemed  to  constitute  a  partnership  or agency  agreement\nbetween them for any purposes,  including but not limited to federal  income tax\npurposes.\n\n                                   ARTICLE 28.\n                                  COUNTERPARTS\n\n     This  Agreement may be executed in one or more  counterparts,  all of which\ntaken together shall constitute one and the same instrument.\n\n\n                                       70\n\n\n\n\n\n                                   ARTICLE 29.\n                      GOVERNING LAW, VENUE AND JURISDICTION\n\n     This  Agreement  shall be governed by and construed in accordance  with the\ninternal  laws of the  State of  Delaware,  without  regard to  conflict  of law\nprinciples.  Except as provided in Article 24, any litigation  based hereon,  or\narising  out  of or in  connection  with  a  default  by  either  party  in  the\nperformance  of its  obligations  hereunder,  shall be  brought  and  maintained\nexclusively  in the  courts of the State of  Delaware  or in the  United  States\nDistrict Court for the District of Delaware,  and each party hereby  irrevocably\nsubmits  to the  jurisdiction  of  such  courts  for  the  purpose  of any  such\nlitigation and waives any objection based on forum non conveniens or otherwise.\n\n                                   ARTICLE 30.\n                                  SEVERABILITY\n\n     If any term,  covenant or condition  contained herein shall, to any extent,\nbe  invalid  or  unenforceable  in any  respect  under the laws  governing  this\nAgreement,  the remainder of this Agreement shall not be affected  thereby,  and\neach  term,  covenant  or  condition  of  this  Agreement  shall  be  valid  and\nenforceable to the fullest extent permitted by law.\n\n                                   ARTICLE 31.\n                          NO THIRD PARTY BENEFICIARIES\n\n     Nothing in this  Agreement  shall  confer any rights upon any Person  other\nthan the parties hereto and their  respective  heirs,  successors or assigns and\nthe Persons entitled to indemnification under Article 16 hereof.\n\n\n                                       71\n\n\n\n\n\n                                   ARTICLE 32.\n                               FURTHER ASSURANCES\n\n     Each  party  shall  take  such  other  actions  as may from time to time be\nnecessary  or  appropriate  in order to carry out the intent and purpose of this\nAgreement and the transactions contemplated hereby.\n\n     IN WITNESS WHEREOF, Grantor and Grantee have executed this IRU Agreement as\nof the date first above written.\n\nLEVEL 3 COMMUNICATIONS, LLC, a\nDelaware limited liability company\n\nBy  \/s\/ Kevin J. O'Hara\n\nTitle:  President\n\n\nINTERNEXT, LLC, a\nDelaware limited liability company\n\nBy   \/s\/ Wayne Perry\n\nTitle:   Manager\n\n\n\n                                       72\n\n\n\n\nEXHIBIT \"A-2\"\nCITY LIST\n\n\n\nNo.                   Major Cities\n---                   ------------\n\n  1                   New York City\n  2                   Boston\n  3                   Washington, D.C.\n  4                   Philadelphia\n  5                   Chicago\n  6                   Denver\n  7                   Detroit\n  8                   Seattle\n  9                   Houston\n 10                   Dallas\n 11                   Atlanta\n 12                   Los Angeles\n 13                   San Francisco\n 14                   San Diego\n 15                   San Jose\n 16                   Newark\n 17                   Baltimore\n 18                   Miami\n 19                   Tampa\n 20                   Orlando\n 21                   Toronto\n 22                   St. Louis\n 23                   Cincinnati\n 24                   Pittsburgh\n 25                   Portland\n\n                      Non-Major Cities\n                      ----------------\n\n 26                   Phoenix\n 27                   Cleveland\n 28                   Stamford\n 29                   White Plains\n 30                   Princeton\n 31                   Richmond\n 32                   Charlotte\n 33                   Sacramento\n 34                   Raleigh\n 35                   Kansas City\n 36                   Hartford\n 37                   Austin\n 38                   Memphis\n 39                   Nashville\n 40                   Omaha\n 41                   Salt Lake City\n\n\n \n                                       1\n\n\n\n 42                   San Antonio\n 43                   Vancouver\n 44                   Indianapolis\n 45                   Jacksonville\n 46                   Montreal\n 47                   New Orleans\n 48                   Louisville\n 49                   Wilmington\n 50                   Las Vegas\n\n\nIn the event Grantor elects not to construct Phase Three, Toronto, Vancouver and\nMontreal  shall be removed  the the above City List and  Grantee  may (i) move a\ncity from the Non-Major Cities list to the Major Cities list, and (ii) designate\nup to three of the following  cities as Non-Major  Cities:  El Paso,  Stratford,\nFort Worth, Albany or Buffalo.\n\n\n                                       2\n\n\n                                   EXHIBIT \"N\"\n\n                               GUARANTY AGREEMENT\n\n     GUARANTY   AGREEMENT,   dated  as  of  July  __,  1998,   between  Level  3\nCommunications,  Inc., a _______  corporation  (\"Guarantor\"),  and  ________,  a\n_______ [Grantee](\"Beneficiary\").\n\n                              W I T N E S S E T H :\n     WHEREAS,  Guarantor is,  directly or  indirectly,  the owner of 100% of the\nissued and outstanding  membership  interests in Level 3 Communications,  LLC, a\nDelaware limited liability company (\"Grantor\");\n\n     WHEREAS,  Beneficiary and Grantor have entered into an IRU Agreement, dated\nas of  July  18,  1998  (the  \"IRU  Agreement\"),  providing  for  the  grant  to\nBeneficiary  of  ownership  of  and\/or  an  indefeasible  right  to use  certain\nfacilities in the Grantor System (as defined in the IRU Agreement); and\n\n     WHEREAS, pursuant to the terms of the IRU Agreement,  Grantor's obligations\nunder the IRU Agreement are required to be guaranteed by Guarantor.\n\n     NOW,  THEREFORE,  in consideration of the premises and the covenants herein\ncontained, the parties hereto agree as follows:\n\n     1. Defined Terms.  Capitalized  terms used herein without other  definition\nshall have the respective meanings ascribed to them in the IRU Agreement.\n\n     2. Guaranty. Guarantor hereby unconditionally and irrevocably guarantees to\nBeneficiary (a) the due,  prompt and complete  payment by Grantor of all amounts\ndue to Beneficiary  under the IRU  Agreement,  when and as the same shall become\ndue and  payable  and (b) the due,  prompt  and  faithful  performance  of,  and\ncompliance  with, all other  covenants,  undertakings and obligations of Grantor\nset forth in the IRU Agreement (the  obligations  referred to in clauses (a) and\n(b) of this Section 2 are herein  referred to  collectively  as the  \"Guaranteed\nObligations\").\n\n     This guaranty is a guaranty of payment,  performance and compliance and not\nof collectibility and is in no way conditioned or contingent upon any attempt to\ncollect from or enforce  performance  or compliance by Grantor or upon any other\nevent or condition  whatsoever.  If for any reason whatsoever Grantor shall fail\nor be unable duly, punctually and fully to pay such amounts as and when the same\nshall  become due and payable or to perform or comply with any other  Guaranteed\nObligation,  Guarantor  will  forthwith  pay or cause to be paid the  Guaranteed\nObligations to Beneficiary,  in lawful money of the United States, or perform or\ncomply with such Guaranteed Obligations or cause such\n\n\n\n                                       1\n\n\n\n\nGuaranteed  Obligations  to be performed or complied with.  Guarantor,  promptly\nafter  demand,  will  reimburse  Beneficiary  for  all  costs  and  expenses  of\ncollecting  such  amounts or  otherwise  enforcing  this  Agreement,  including,\nwithout limitation, the fees and expenses of counsel.  Notwithstanding any other\nprovision of this Agreement to the contrary,  Guarantor shall have all rights of\nGrantor under IRU Agreement with respect to the determination of amounts due and\ndetermination  of  other  obligations,   including,   without  limitation,   the\nprovisions  of Article 24 of the IRU  Agreement,  except to the extent that such\nrights have been exhausted or waived by Grantor.\n\n     3. Representations and Warranties. Guarantor hereby represents and warrants\nas follows:\n\n(a)  Organization, Good Standing, Etc. Guarantor is a corporation duly organized\n     and validly  existing and in good  standing  under the laws of the State of\n     Delaware and has all  requisite  corporate  power and  authority to own and\n     operate its  properties,  to carry on its business as now  conducted and as\n     proposed to be  conducted,  and to enter into and to carry out the terms of\n     this Agreement.\n(b)  Authorization and  Enforceability.  The execution and delivery by Guarantor\n     of this Agreement and all other agreements and documents to be executed and\n     delivered by it in connection herewith, the performance by Guarantor of its\n     obligations   hereunder  and  thereunder,   and  the  consummation  of  the\n     transactions  contemplated  hereby and  thereby  have been duly and validly\n     authorized  by all  requisite  corporate  acts  and  other  proceedings  of\n     Guarantor.  This  Agreement  and all other  agreements  and documents to be\n     executed and delivered by Guarantor in  connection  herewith have been duly\n     and validly executed and delivered by Guarantor and constitute legal, valid\n     and binding obligations of Guarantor,  enforceable against it in accordance\n     with their respective  terms,  except as limited by applicable  bankruptcy,\n     insolvency,   reorganization,    moratorium,   liquidation,   rearrangment,\n     fraudulent  transfers,  conservatorship  or  other  laws  (including  court\n     decisions) affecting the enforcement of creditors' rights generally.\n(c)  Relationship to Company.  Guarantor owns,  directly or indirectly,  100% of\n     the issued and outstanding membership interests in Grantor.\n(d)  Compliance  with Other  Instruments,  Etc.  The  execution  and delivery by\n     Guarantor of, and performance of the obligations of Guarantor  under,  this\n     Agreement  will not result in any  violation  of or be in conflict  with or\n     constitute a default under any term of any agreement or instrument to which\n     it is a party or by which  it is bound or any term of any  applicable  law,\n     ordinance,  rule or regulation of any governmental authority or any term of\n     any  applicable  order,  judgment  or decree of any  court,  arbitrator  or\n     governmental  authority  or  result  in  the  creation  of (or  impose  any\n     obligation  on Guarantor to create) any lien upon any of the  properties or\n     assets of Guarantor  pursuant to any such term, which violation,  conflict,\n     default or lien might have a  materially  adverse  effect on the  business,\n     operations,  condition (financial or physical),  properties,  net assets or\n     liabilities  of  Guarantor  or upon the ability of Guarantor to perform its\n     obligations under this Agreement.\n\n\n\n                                       2\n\n\n\n\n(e)  Governmental  Consent.  No  consent,   approval  or  authorization  of,  or\n     declaration  or filing with,  any  governmental  authority,  on the part of\n     Guarantor  is  required  for  the  valid  execution  and  delivery  of this\n     Agreement and the due  performance of the  obligations  of Guarantor  under\n     this Agreement.\n\n     4.  Guarantor's  Obligations  Unconditional.  The  obligations of Guarantor\nunder this  Agreement are primary,  absolute and  unconditional  obligations  of\nGuarantor, are not subject to any counterclaim,  set-off, deduction, diminution,\nabatement,  recoupment,  suspension,  deferment or defense  based upon any claim\nGuarantor or any other person may have against Grantor, Beneficiary or any other\nperson,  and shall remain in full force and effect  without regard to, and shall\nnot be  released,  discharged  or in any way affected  by, any  circumstance  or\ncondition  whatsoever  (whether  or not  Guarantor  or  Grantor  shall  have any\nknowledge or notice thereof), including, without limitation:\n\n(a)  any  amendment  of or change  in, or  termination  or  waiver  of,  the IRU\n     Agreement;\n(b)  any  furnishing,  acceptance  or release of, or any defect in any  security\n     for, any of the Guaranteed Obligations;\n(c)  any  waiver  of  the  payment,  performance  or  observance  of  any of the\n     obligations,  conditions,  covenants  or  agreements  contained  in the IRU\n     Agreement, or any other waiver, consent, extension, indulgence, compromise,\n     settlement,  release or other action or inaction under or in respect of the\n     IRU Agreement;\n(d)  any  failure,  omission  or delay on the part of  Beneficiary  to  enforce,\n     assert or  exercise  any  right,  power or remedy  conferred  on it in this\n     Agreement;\n(e)  any  voluntary  or  involuntary  bankruptcy,  insolvency,   reorganization,\n     arrangement,   readjustment,  assignment  for  the  benefit  of  creditors,\n     composition,  receivership,  conservatorship,  custodianship,  liquidation,\n     marshalling of assets and liabilities or similar  proceedings  with respect\n     to Grantor or any other  person or any of their  respective  properties  or\n     creditors,  or any action  taken by any trustee or receiver or by any court\n     in any such proceeding;\n(f)  any  discharge,  termination,   cancellation,   frustration,  irregularity,\n     invalidity or unenforceability, in whole or in part, of the IRU Agreement;\n(g)  any merger or  consolidation of Grantor or Guarantor into or with any other\n     corporation, or any sale, lease or transfer of any of the assets of Grantor\n     or Guarantor to any other person;\n(h)  any change in the ownership of any membership  interests in Grantor, or any\n     change in the corporate relationship between Grantor and Guarantor,  or any\n     termination of such relationship; or\n(i)  any other occurrence,  circumstance, happening or event whatsoever, whether\n     similar or dissimilar to the foregoing, whether foreseen or unfore\n\n\n\n                                       3\n\n\n\n\nseen, and any other  circumstance  which might  otherwise  constitute a legal or\nequitable  defense or discharge of the  liabilities  of a guarantor or surety or\nwhich might otherwise limit recourse against Guarantor.\n\n     5. Full Recourse Obligations. The obligations of Guarantor set forth herein\nconstitute the full recourse obligations of Guarantor  enforceable against it to\nthe full extent of all its assets and properties.\n\n     6. Waiver.  Guarantor  unconditionally  waives,  to the extent permitted by\napplicable  law, (a) notice of any of the matters  referred to in Section 4, (b)\nnotice to  Guarantor of the  incurrence  of any of the  Guaranteed  Obligations,\nnotice to  Guarantor or Grantor of any breach or default by Grantor with respect\nto any of the  Guaranteed  Obligations or any other notice that may be required,\nby statute,  rule of law or  otherwise,  to preserve  any rights of  Beneficiary\nagainst  Guarantor,  (c)  presentment  to or demand of payment  from  Grantor or\nGuarantor with respect to any Guaranteed Obligation or protest for nonpayment or\ndishonor, (d) any right to the enforcement, assertion, exercise or exhaustion by\nBeneficiary  of any  right,  power,  privilege  or remedy  conferred  in the IRU\nAgreement  or  otherwise,  (e)  any  requirement  of  diligence  on the  part of\nBeneficiary,  (f) any  requirement  to mitigate the damages  resulting  from any\ndefault under the IRU Agreement,  (g) any notice of any sale,  transfer or other\ndisposition  of any right,  title to or interest in the IRU  Agreement,  (h) any\nrelease of Guarantor from its obligations  hereunder  resulting from any loss by\nit of its  rights  of  subrogation  hereunder  and  (i) any  other  circumstance\nwhatsoever  which might  otherwise  constitute a legal or  equitable  discharge,\nrelease or defense  of a  guarantor  or surety or which  might  otherwise  limit\nrecourse against Guarantor.\n\n     7. Subrogation.  Upon the payment and performance in full of all Guaranteed\nObligations,  Guarantor  shall be  subrogated  to the rights of  Beneficiary  in\nrespect of any payment or other  obligation  with respect to which an amount has\nbeen payable by Guarantor  hereunder.  Guarantor  shall not seek to exercise any\nrights of subrogation,  reimbursement or indemnity arising from payments made by\nGuarantor  pursuant  to the  provisions  of this  Agreement  until  the full and\ncomplete payment or performance and discharge of the Guaranteed Obligations.\n\n     8. Effect of Bankruptcy  Proceedings,  etc. This Guaranty shall continue to\nbe effective or be automatically  reinstated, as the case may be, if at any time\nany  payment  made by any person on  account of any of the sums due  Beneficiary\npursuant to the terms of the IRU  Agreement is  rescinded  or must  otherwise be\nrestored  or  returned   by  such  holder  upon  the   insolvency,   bankruptcy,\ndissolution,  liquidation or  reorganization  of Grantor or any other person, or\nupon or as a result of the  appointment  of a  custodian,  receiver,  trustee or\nother officer with similar powers with respect to Grantor or other person or any\nsubstantial part of its property,  or otherwise,  all as though such payment had\nnot been made.\n\n     9. Term of  Agreement.  This  Agreement and all  guarantees,  covenants and\nagreements of Guarantor contained herein shall continue in full force and effect\nand shall not be discharged until such time as all of the Guaranteed Obligations\nand\n\n\n                                       4\n\n\n\n\nother independent payment obligations of Guarantor under this Agreement shall be\npaid and  performed in full and all of the  agreements  of  Guarantor  hereunder\nshall be duly paid and performed in full.\n\n     10. Notices.  All notices under the terms and provisions hereof shall be in\nwriting,  and  shall be  delivered  or sent by telex or  telecopy  or  mailed by\nfirst-class  mail,  postage prepaid,  addressed,  (a) if to Beneficiary,  at the\naddress set forth in Article 25 of the IRU  Agreement,  or at such other address\nas Beneficiary shall from time to time designate in writing to Guarantor and (b)\nif to Guarantor,  at , or at such other address as Guarantor  shall from time to\ntime  designate  in writing to  Beneficiary.  Any notice so  addressed  shall be\ndeemed  to be given  when so  delivered  or sent or,  if  mailed,  on the  third\nbusiness day after being so mailed.\n\n     11. Amendments,  etc. No amendment,  alteration,  modification or waiver of\nany term or  provision  of this  Agreement,  nor  consent  to any  departure  by\nGuarantor therefrom, shall in any event be effective unless the same shall be in\nwriting  and signed by  Beneficiary,  and then such  waiver or consent  shall be\neffective only in the specific  instance and for the specific  purpose for which\ngiven.\n\n     12.  Submission to Jurisdiction.  Guarantor,  for itself and its successors\nand assigns,  hereby  irrevocably (a) agrees that any legal or equitable action,\nsuit  or  proceeding  against  Guarantor  arising  out of or  relating  to  this\nAgreement or any transaction contemplated hereby or the subject matter of any of\nthe  foregoing  may be  instituted in any state or federal court in the State of\nDelaware,  (b) waives any  objection  which it may now or hereafter  have to the\nvenue of any action,  suit or proceeding,  (c) irrevocably submits itself to the\nnonexclusive   jurisdiction   of  any  state  or  federal   court  of  competent\njurisdiction  in the State of Delaware for purposes of any such action,  suit or\nproceeding.  Guarantor  waives  personal  service of process and  consents  that\nservice of process upon it may be made by certified or registered  mail,  return\nreceipt requested, at its address specified or determined in accordance with the\nprovisions  of Section 10, and service so made shall be deemed  completed on the\nthird business day after mailing.  Nothing contained in this Section 12 shall be\ndeemed to affect the right of  Beneficiary  to serve process in any other manner\npermitted by law or to commence legal  proceedings or otherwise  proceed against\nGuarantor in any jurisdiction.\n\n     13. WAIVER OF JURY TRIAL. EACH OF GUARANTOR AND BENEFICIARY IRREVOCABLY AND\nUNCONDITIONALLY  WAIVES  THE  RIGHT TO TRIAL BY JURY IN ANY  LEGAL OR  EQUITABLE\nACTION,  SUIT OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY\nTRANSACTION  CONTEMPLATED  HEREBY OR THEREBY OR THE SUBJECT MATTER OF ANY OF THE\nFOREGOING.\n\n     14.  Survival.  All  warranties,  representations  and  covenants  made  by\nGuarantor herein or in any certificate or other instrument delivered by it or on\nits behalf hereunder shall be considered to have been relied upon by Beneficiary\nand shall survive the execution  and delivery of this  Agreement,  regardless of\nany investigation made by\n\n\n                                       5\n\n\n\n\nBeneficiary or on its behalf.  All  statements in any such  certificate or other\ninstrument  shall  constitute   warranties  and   representations  by  Guarantor\nhereunder.\n\n     15.  Miscellaneous.  Any provision of this Agreement which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nto the extent of such prohibition or unenforceability  without  invalidating the\nremaining provisions hereof, and any such prohibition or unenforceability in any\njurisdiction shall not invalidate or render  unenforceable such provision in any\nother jurisdiction.  To the extent permitted by applicable law, Guarantor hereby\nwaives any  provision of law that renders any  provisions  hereof  prohibited or\nunenforceable in any respect. The terms of this Agreement shall be binding upon,\nand inure to the benefit of,  Guarantor  and  Beneficiary  and their  respective\nsuccessors  and assigns.  No term or provision of this Agreement may be changed,\nwaived,  discharged or terminated  orally,  but only by an instrument in writing\nsigned by Guarantor and Beneficiary.  The section and paragraph headings in this\nAgreement and the table of contents are for  convenience  of reference  only and\nshall not modify, define, expand or limit any of the terms or provisions hereof,\nand all references herein to numbered sections,  unless otherwise indicated, are\nto sections in this Agreement.  This Agreement shall in all respects be governed\nby, and construed in accordance with, the laws of the State of Delaware, without\ngiving effect to applicable principles of conflicts of law.\n\n     16.  Special  Covenants.  Guarantor,  as issuer,  and IBJ Schroder Bank and\nTrust Company, as trustee,  are parties to a certain Indenture dated as of April\n28,  1998   respecting   $2,000,000,000   9-1\/8%  Senior  Notes  due  2008  (the\n\"Indenture\").  Sections 801, 1005, 1016 and 1018 (including related definitions)\nof the Indenture, as the same may be amended or modified from time to time shall\nbe deemed  incorporated  herein by reference and deemed obligations of Guarantor\nto  Beneficiary  for and during the period  commencing  with the date hereof and\nending on the final  completion of the Grantor  System  (excluding  any Segments\nterminated  by  Beneficiary  or  otherwise  undelivered  by Grantor  pursuant to\nSection  3.04  of  the  IRU  Agreement),  following  which,  the  covenants  and\nagreements of Guarantor in this Section 16 shall  terminate and such sections of\nthe  Indenture  shall no  longer  be deemed  incorporated  herein by  reference.\nGuarantor  shall deliver to  Beneficiary  on request (but not more than once per\nyear),  a brief  certificate  from the principal  executive  officer,  principal\nfinancial officer or principal  accounting officer as to his or her knowledge of\nGuarantor's  compliance  during  the  period  covered  by such  report  with all\nconditions and covenants of this Agreement.\n\n     17.  Qualification to Special  Covenants..  The provisions of section 16 of\nthis  Agreement  shall be of no force or  effect  during  any  period  that,  if\nGuarantor  has   publicly-traded   common  stock,  the  total  market  value  of\nGuarantor's outstanding common stock as determined on the basis of closing price\n(or, if Guarantor is privately held, the total value of its  outstanding  common\nstock, as demonstrated  to the reasonable  satisfaction of Beneficiary)  exceeds\n$1.5 billion.\n\n\n\n                                       6\n\n\n\n\n     IN  WITNESS  WHEREOF,  Guarantor  and  Beneficiary  have each  caused  this\nAgreement to be duly executed as of the day and year first above written.\n\nLEVEL 3 COMMUNICATIONS, INC.,\nas Guarantor\n\n\n\nBy ______________________\nTitle:\n\n\n---------------------------------------,\nas Beneficiary\n\n\n\nBy _______________________\nTitle:\n\n\n\n\n                                       7\n\n\n\n\n\n                                   EXHIBIT \"O\"\n\n                               GUARANTY AGREEMENT\n\n     GUARANTY AGREEMENT,  dated as of _____ __, ____, between [Name of Permitted\nGuarantor],  a _______  corporation  (\"Guarantor\"),  and Level 3 Communications,\nLLC, a Delaware limited liability company (\"Beneficiary\").\n\n                              W I T N E S S E T H :\n\n     WHEREAS,  Guarantor is,  directly or indirectly,  the owner of [__]% of the\nissued and outstanding  [membership  interests  in][capital stock of] INTERNEXT,\nLLC a Delaware limited liability company (\"Grantee\");\n\n     WHEREAS,  Beneficiary and Grantee have entered into an IRU Agreement, dated\nas of July 18, 1998 (the \"IRU Agreement\"), providing for the grant to Grantee of\nan  indefeasible  right to use and\/or  ownership  of certain  facilities  in the\nGrantor System (as defined in the IRU Agreement);\n\n     WHEREAS, pursuant to the terms of the IRU Agreement,  Grantee's obligations\nunder the IRU Agreement  are required to be guaranteed  from time to time by one\nor more of the Permitted Guarantors (as defined in the IRU Agreement); and\n\n     WHEREAS, Guarantor is a Permitted Guarantor.\n\n     NOW,  THEREFORE,  in consideration of the premises and the covenants herein\ncontained, the parties hereto agree as follows:\n\n     1. Defined Terms.  Capitalized  terms used herein without other  definition\nshall have the respective  meanings  ascribed to them in the IRU  Agreement.  In\naddition, the following terms shall have the following meanings:\n\n(a)  \"Guaranteed  Obligations\"  shall mean, as of any date of determination,  an\n     amount  equal  to (but  not  exceeding)  __% of the  the  IRU  Obligations,\n     provided that any IRU Obligations (including, without limitation,  interest\n     and penalty  obligations)  resulting from or relating to another  Permitted\n     Guarantor's  failure to make any payment under such  Permitted  Guarantor's\n     guaranty  shall  be  excluded  for  purposes  of   determining   Guaranteed\n     Obligations.\n\n(b)  \"IRU  Obligations\"  shall mean (i) the due, prompt and complete  payment of\n     all amounts due to Beneficiary by Grantee under the IRU Agreement, when and\n     as the same  shall  become  due and  payable  and (ii) the due,  prompt and\n     faithful   performance  of,  and  compliance  with,  all  other  covenants,\n     undertakings and obligations of Grantee set forth in the IRU Agreement.\n\n\n\n                                       1\n\n\n\n\n\n     2. Guaranty. Guarantor hereby unconditionally and irrevocably guarantees to\nBeneficiary the Guaranteed Obligations.  This guaranty is a guaranty of payment,\nperformance  and  compliance  and  not  of  collectibility  and  is  in  no  way\nconditioned  or  contingent   upon  any  attempt  to  collect  from  or  enforce\nperformance  or  compliance  by  Grantee  or upon any other  event or  condition\nwhatsoever.  If for any reason whatsoever  Grantee shall fail or be unable duly,\npunctually  and fully to pay such  amounts as and when the same shall become due\nand  payable  or to  perform  or comply  with any other  Guaranteed  Obligation,\nGuarantor will  forthwith pay or cause to be paid the Guaranteed  Obligations to\nBeneficiary,  in lawful  money of the United  States,  or perform or comply with\nsuch Guaranteed Obligations or cause such Guaranteed Obligations to be performed\nor complied with.  Guarantor,  promptly after demand, will reimburse Beneficiary\nfor all costs and expenses of  collecting  such  amounts or otherwise  enforcing\nthis Agreement, including, without limitation, the fees and expenses of counsel.\nNotwithstanding any other provision of this Agreement to the contrary, Guarantor\nshall  have all  rights of  Grantee  under IRU  Agreement  with  respect  to the\ndetermination of amounts due and determination of other obligations,  including,\nwithout limitation, the provisions of Article 24 of the IRU Agreement, except to\nthe extent that such rights have been exhausted or waived by Grantee.\n\n     3. Representations and Warranties. Guarantor hereby represents and warrants\nas follows:\n\n(a)  Organization, Good Standing, Etc. Guarantor is a corporation duly organized\n     and validly  existing and in good  standing  under the laws of the State of\n     _______ and has all  requisite  corporate  power and  authority  to own and\n     operate its  properties,  to carry on its business as now  conducted and as\n     proposed to be  conducted,  and to enter into and to carry out the terms of\n     this Agreement.\n\n(b)  Authorization and  Enforceability.  The execution and delivery by Guarantor\n     of this Agreement and all other agreements and documents to be executed and\n     delivered by it in connection herewith, the performance by Guarantor of its\n     obligations   hereunder  and  thereunder,   and  the  consummation  of  the\n     transactions  contemplated  hereby and  thereby  have been duly and validly\n     authorized  by all  requisite  corporate  acts  and  other  proceedings  of\n     Guarantor.  This  Agreement  and all other  agreements  and documents to be\n     executed and delivered by Guarantor in  connection  herewith have been duly\n     and validly executed and delivered by Guarantor and constitute legal, valid\n     and binding obligations of Guarantor,  enforceable against it in accordance\n     with their respective  terms,  except as limited by applicable  bankruptcy,\n     insolvency,   reorganization,    moratorium,   liquidation,   rearrangment,\n     fraudulent  transfers,  conservatorship  or  other  laws  (including  court\n     decisions) affecting the enforcement of creditors' rights generally.\n\n(c)  Relationship to Company.  Guarantor owns,  directly or indirectly  [__]% of\n     the issued and  outstanding  [membership  interests  in][capital  stock of]\n     Grantee.\n\n(d)  Compliance  with Other  Instruments,  Etc.  The  execution  and delivery by\n     Guarantor of, and performance of the obligations of Guarantor under, this\n\n\n                                       2\n\n\n\n\nAgreement  will  not  result  in any  violation  of or be in  conflict  with  or\nconstitute a default  under any term of any  agreement or instrument to which it\nis a party or by which it is bound or any term of any applicable law, ordinance,\nrule or regulation of any  governmental  authority or any term of any applicable\norder, judgment or decree of any court,  arbitrator or governmental authority or\nresult in the creation of (or impose any  obligation on Guarantor to create) any\nlien upon any of the  properties  or assets of  Guarantor  pursuant  to any such\nterm, which violation, conflict, default or lien might have a materially adverse\neffect  on  the  business,   operations,   condition  (financial  or  physical),\nproperties,  net  assets or  liabilities  of  Guarantor  or upon the  ability of\nGuarantor to perform its obligations under this Agreement.\n\n(e)  Governmental  Consent.  No  consent,   approval  or  authorization  of,  or\n     declaration  or filing with,  any  governmental  authority,  on the part of\n     Guarantor  is  required  for  the  valid  execution  and  delivery  of this\n     Agreement and the due  performance of the  obligations  of Guarantor  under\n     this Agreement.\n\n     4.  Guarantor's  Obligations  Unconditional.  The  obligations of Guarantor\nunder this  Agreement are primary,  absolute and  unconditional  obligations  of\nGuarantor, are not subject to any counterclaim,  set-off, deduction, diminution,\nabatement,  recoupment,  suspension,  deferment or defense  based upon any claim\nGuarantor or any other person may have against Grantee, Beneficiary or any other\nperson,  and shall remain in full force and effect  without regard to, and shall\nnot be  released,  discharged  or in any way affected  by, any  circumstance  or\ncondition  whatsoever  (whether  or not  Guarantor  or  Grantee  shall  have any\nknowledge or notice thereof), including, without limitation:\n\n(a)  any  amendment  of or change  in, or  termination  or  waiver  of,  the IRU\n     Agreement;\n\n(b)  any  furnishing,  acceptance  or release of, or any defect in any  security\n     for, any of the Guaranteed Obligations;\n\n(c)  any  waiver  of  the  payment,  performance  or  observance  of  any of the\n     obligations,  conditions,  covenants  or  agreements  contained  in the IRU\n     Agreement, or any other waiver, consent, extension, indulgence, compromise,\n     settlement,  release or other action or inaction under or in respect of the\n     IRU Agreement;\n\n(d)  any  failure,  omission  or delay on the part of  Beneficiary  to  enforce,\n     assert or  exercise  any  right,  power or remedy  conferred  on it in this\n     Agreement;\n\n(e)  any  voluntary  or  involuntary  bankruptcy,  insolvency,   reorganization,\n     arrangement,   readjustment,  assignment  for  the  benefit  of  creditors,\n     composition,  receivership,  conservatorship,  custodianship,  liquidation,\n     marshalling of assets and liabilities or similar  proceedings  with respect\n     to Grantee or any other  person or any of their  respective  properties  or\n     creditors,  or any action  taken by any trustee or receiver or by any court\n     in any such proceeding;\n\n\n\n                                       3\n\n\n\n\n(f)  any  discharge,  termination,   cancellation,   frustration,  irregularity,\n     invalidity or unenforceability, in whole or in part, of the IRU Agreement;\n\n(g)  any merger or  consolidation of Grantee or Guarantor into or with any other\n     corporation, or any sale, lease or transfer of any of the assets of Grantee\n     or Guarantor to any other person;\n\n(h)  any change in the ownership of any [membership  interests in][capital stock\n     of] Grantee,  or any change in the corporate  relationship  between Grantee\n     and Guarantor, or any termination of such relationship; or\n\n(i)  any other occurrence,  circumstance, happening or event whatsoever, whether\n     similar or dissimilar to the foregoing, whether foreseen or unforeseen, and\n     any  other  circumstance  which  might  otherwise  constitute  a  legal  or\n     equitable  defense or discharge of the liabilities of a guarantor or surety\n     or which might otherwise limit recourse against Guarantor.\n\n     5. Full Recourse Obligations. The obligations of Guarantor set forth herein\nconstitute the full recourse obligations of Guarantor  enforceable against it to\nthe full extent of all its assets and properties.\n\n     6. Waiver.  Guarantor  unconditionally  waives,  to the extent permitted by\napplicable  law, (a) notice of any of the matters  referred to in Section 4, (b)\nnotice to  Guarantor of the  incurrence  of any of the  Guaranteed  Obligations,\nnotice to  Guarantor or Grantee of any breach or default by Grantee with respect\nto any of the  Guaranteed  Obligations or any other notice that may be required,\nby statute,  rule of law or  otherwise,  to preserve  any rights of  Beneficiary\nagainst  Guarantor,  (c)  presentment  to or demand of payment  from  Grantee or\nGuarantor with respect to any Guaranteed Obligation or protest for nonpayment or\ndishonor, (d) any right to the enforcement, assertion, exercise or exhaustion by\nBeneficiary  of any  right,  power,  privilege  or remedy  conferred  in the IRU\nAgreement  or  otherwise,  (e)  any  requirement  of  diligence  on the  part of\nBeneficiary,  (f) any  requirement  to mitigate the damages  resulting  from any\ndefault under the IRU Agreement,  (g) any notice of any sale,  transfer or other\ndisposition  of any right,  title to or interest in the IRU  Agreement,  (h) any\nrelease of Guarantor from its obligations  hereunder  resulting from any loss by\nit of its  rights  of  subrogation  hereunder  and  (i) any  other  circumstance\nwhatsoever  which might  otherwise  constitute a legal or  equitable  discharge,\nrelease or defense  of a  guarantor  or surety or which  might  otherwise  limit\nrecourse against Guarantor.\n\n     7. Subrogation.  Upon the payment and performance in full of all Guaranteed\nObligations,  Guarantor  shall be  subrogated  to the rights of  Beneficiary  in\nrespect of any payment or other  obligation  with respect to which an amount has\nbeen payable by Guarantor  hereunder.  Guarantor  shall not seek to exercise any\nrights of subrogation,  reimbursement or indemnity arising from payments made by\nGuarantor  pursuant  to the  provisions  of this  Agreement  until  the full and\ncomplete payment or performance and discharge of the Guaranteed Obligations.\n\n\n\n\n                                       4\n\n\n\n\n     8. Effect of Bankruptcy  Proceedings,  etc. This Guaranty shall continue to\nbe effective or be automatically  reinstated, as the case may be, if at any time\nany  payment  made by any person on  account of any of the sums due  Beneficiary\npursuant to the terms of the IRU  Agreement is  rescinded  or must  otherwise be\nrestored  or  returned   by  such  holder  upon  the   insolvency,   bankruptcy,\ndissolution,  liquidation or  reorganization  of Grantee or any other person, or\nupon or as a result of the  appointment  of a  custodian,  receiver,  trustee or\nother officer with similar powers with respect to Grantee or other person or any\nsubstantial part of its property,  or otherwise,  all as though such payment had\nnot been made.\n\n     9. Term of  Agreement.  This  Agreement and all  guarantees,  covenants and\nagreements of Guarantor contained herein shall continue in full force and effect\nand shall not be discharged until such time as all of the Guaranteed Obligations\nand other  independent  payment  obligations  of Guarantor  under this Agreement\nshall  be paid and  performed  in full and all of the  agreements  of  Guarantor\nhereunder shall be duly paid and performed in full.  Notwithstanding anything in\nthis Agreement to the contrary,  this  Agreement may be terminated,  replaced or\namended in the manner contemplated by, and subject to the provisions of, Section\n20.06 of the IRU Agreement.\n\n     10. Notices.  All notices under the terms and provisions hereof shall be in\nwriting,  and  shall be  delivered  or sent by telex or  telecopy  or  mailed by\nfirst-class  mail,  postage prepaid,  addressed,  (a) if to Beneficiary,  at the\naddress set forth in Article 25 of the IRU  Agreement,  or at such other address\nas Beneficiary shall from time to time designate in writing to Guarantor and (b)\nif to Guarantor,  at , or at such other address as Guarantor  shall from time to\ntime  designate  in writing to  Beneficiary.  Any notice so  addressed  shall be\ndeemed  to be given  when so  delivered  or sent or,  if  mailed,  on the  third\nbusiness day after being so mailed.\n\n     11.  Amendments,  etc.  Except as  provided  in  Section  9, no  amendment,\nalteration,  modification  or waiver of any term or provision of this Agreement,\nnor  consent to any  departure  by  Guarantor  therefrom,  shall in any event be\neffective  unless the same shall be in writing  and signed by  Beneficiary,  and\nthen such waiver or consent shall be effective only in the specific instance and\nfor the specific purpose for which given.\n\n     12.  Submission to Jurisdiction.  Guarantor,  for itself and its successors\nand assigns,  hereby  irrevocably (a) agrees that any legal or equitable action,\nsuit  or  proceeding  against  Guarantor  arising  out of or  relating  to  this\nAgreement or any transaction contemplated hereby or the subject matter of any of\nthe  foregoing  may be  instituted in any state or federal court in the State of\nDelaware,  (b) waives any  objection  which it may now or hereafter  have to the\nvenue of any action,  suit or proceeding,  (c) irrevocably submits itself to the\nnonexclusive   jurisdiction   of  any  state  or  federal   court  of  competent\njurisdiction  in the State of Delaware for purposes of any such action,  suit or\nproceeding.  Guarantor  waives  personal  service of process and  consents  that\nservice of process upon it may be made by certified or registered  mail,  return\nreceipt requested, at its address specified or determined in accordance with the\nprovisions  of Section 10, and service so made shall be deemed  completed on the\nthird business day after mailing.\n\n\n\n                                       5\n\n\n\n\nNothing  contained  in this  Section  12 shall be deemed to affect  the right of\nBeneficiary to serve process in any other manner permitted by law or to commence\nlegal proceedings or otherwise proceed against Guarantor in any jurisdiction.\n\n     13. WAIVER OF JURY TRIAL. EACH OF GUARANTOR AND BENEFICIARY IRREVOCABLY AND\nUNCONDITIONALLY  WAIVES  THE  RIGHT TO TRIAL BY JURY IN ANY  LEGAL OR  EQUITABLE\nACTION,  SUIT OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY\nTRANSACTION  CONTEMPLATED  HEREBY OR THEREBY OR THE SUBJECT MATTER OF ANY OF THE\nFOREGOING.\n\n     14.  Survival.  All  warranties,  representations  and  covenants  made  by\nGuarantor herein or in any certificate or other instrument delivered by it or on\nits behalf hereunder shall be considered to have been relied upon by Beneficiary\nand shall survive the execution  and delivery of this  Agreement,  regardless of\nany  investigation  made by Beneficiary or on its behalf.  All statements in any\nsuch  certificate  or  other   instrument   shall   constitute   warranties  and\nrepresentations by Guarantor hereunder.\n\n     15.  Miscellaneous.  Any provision of this Agreement which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nto the extent of such prohibition or unenforceability  without  invalidating the\nremaining provisions hereof, and any such prohibition or unenforceability in any\njurisdiction shall not invalidate or render  unenforceable such provision in any\nother jurisdiction.  To the extent permitted by applicable law, Guarantor hereby\nwaives any  provision of law that renders any  provisions  hereof  prohibited or\nunenforceable in any respect. The terms of this Agreement shall be binding upon,\nand inure to the benefit of,  Guarantor  and  Beneficiary  and their  respective\nsuccessors  and assigns.  No term or provision of this Agreement may be changed,\nwaived,  discharged or terminated  orally,  but only by an instrument in writing\nsigned by Guarantor and Beneficiary.  The section and paragraph headings in this\nAgreement and the table of contents are for  convenience  of reference  only and\nshall not modify, define, expand or limit any of the terms or provisions hereof,\nand all references herein to numbered sections,  unless otherwise indicated, are\nto sections in this Agreement.  This Agreement shall in all respects be governed\nby, and construed in accordance with, the laws of the State of Delaware, without\ngiving effect to applicable principles of conflicts of law.\n\n     16. Special Covenants. Guarantor hereby covenants and agrees as follows:\n\n(a)  For purposes of this Section 16, the following terms are defined:\n\n     (1) \"Board of Directors\" means the board of directors of Guarantor.\n\n     (2)  \"Capital  Stock\" of any Person  means any and all  shares,  interests,\nparticipations or other equivalents  (however  designated) of corporate stock or\nother equity participations, including partnership interests, whether general or\nlimited,  of such Person and any rights (other than debt securities  convertible\nor\n\n\n\n                                       6\n\n\n\n\nexchangeable into an equity interest),  warrants or options to acquire an equity\ninterest in such Person.\n\n     (3) \"Consolidated  Net Worth\" of any Person means the stockholders'  equity\nof such Person,  determined on a consolidated basis in accordance with generally\naccepted accounting principles.\n\n     (4) \"Fair Market Value\" means, with respect to any Property, the price that\ncould be  negotiated  in an  arm's-length  free  market  transaction,  for cash,\nbetween a willing seller and a willing buyer,  neither of whom is under pressure\nor compulsion to complete the transaction.  Unless otherwise  specified  herein,\nFair Market Value shall be determined  by the Board of Directors  acting in good\nfaith and shall be evidenced by a Board of Directors resolution.\n\n     (5)  \"Property\"  means,  with  respect to any Person,  any interest of such\nPerson in any kind of property or asset,  whether  real,  personal or mixed,  or\ntangible or intangible, including Capital Stock in, and other securities of, any\nother Person.\n\n     (6) \"Subsidiary\" of any Person means (i) a corporation more than 50% of the\ncombined  voting  power of the  outstanding  Voting  Stock  of  which is  owned,\ndirectly or indirectly,  by such Person or by one or more other  Subsidiaries of\nsuch Person or by such Person and one or more  Subsidiaries  thereof or (ii) any\nother Person  (other than a  corporation)  in which such Person,  or one or more\nother  Subsidiaries  of such  Person  or  such  Person  and  one or  more  other\nSubsidiaries thereof, directly or indirectly,  has at least a majority ownership\nand power to direct the policies, management and affairs thereof.\n\n     (7) \"Voting  Stock\" of any Person means  Capital Stock of such Person which\nordinarily has voting power for the election of directors (or persons performing\nsimilar  functions) of such Person,  whether at all times or only for so long as\nno  senior  class  of  securities  has  such  voting  power  by  reason  of  any\ncontingency.\n\n(b)  Guarantor  shall  not,  in a  single  transaction  or a series  of  related\n     transactions,  (i)  consolidate  with or merge  into any  other  Person  or\n     Persons  or permit  any  other  Person to  consolidate  with or merge  into\n     Guarantor or (ii) directly or indirectly,  transfer, sell, lease, convey or\n     otherwise  dispose  of all or  substantially  all its  assets  to any other\n     Person or Persons, unless:\n\n     (1) in a transaction in which  Guarantor is not the surviving  Person or in\nwhich Guarantor transfers,  sells, leases,  conveys or otherwise disposes of all\nor substantially all of its assets to any other Person, the resulting, surviving\nor transferee Person (the \"successor entity\") is organized under the laws of the\nUnited  States  or any State  thereof  or the  District  of  Columbia  and shall\nexpressly assume all of Guarantor's obligations under this Agreement;\n\n\n                                       7\n\n\n\n\n\n     (2) immediately after giving effect to such  transaction,  the Consolidated\nNet Worth of  Guarantor  (or the  successor  entity) is equal to or greater than\nthat of Guarantor immediately prior to the transaction; and\n\n     (3) in the case of a transfer, sale, lease, conveyance or other disposition\nof all or substantially  all of the assets of Guarantor,  such assets shall have\nbeen  transferred  as an entirety or  virtually as an entirety to one Person and\nsuch Person shall have complied with all the provisions of (1) and (2) above.\n\n(c)  Guarantor  shall cause all properties  owned by Guarantor or any Subsidiary\n     or used or held for use in the conduct of its  business or the  business of\n     any  Subsidiary to be  maintained  and kept in good  condition,  repair and\n     working order and supplied with all necessary  equipment and shall cause to\n     be made all necessary  repairs,  renewals,  replacements,  betterments  and\n     improvements  thereof, all as in the judgment of Guarantor may be necessary\n     so that the business carried on in connection therewith may be properly and\n     advantageously  conducted at all times;  provided  that  nothing  contained\n     herein shall prevent  Guarantor or any Subsidiary  from  discontinuing  the\n     maintenance  of any of such  properties if such  discontinuance  is, in the\n     judgment of  Guarantor,  desirable  in the  conduct of its  business or the\n     business of any Subsidiary and not  disadvantageous in any material respect\n     to Beneficiary.\n\n(d)  Guarantor  shall  not,  and shall not permit  any of its  Subsidiaries  to,\n     directly or indirectly,  sell, lease,  transfer or otherwise dispose of any\n     material  portion of its Property  to, or purchase any material  portion of\n     Property   from,   or  enter  into  any   material   contract,   agreement,\n     understanding,  loan,  advance,  guarantee or  transaction  (including  the\n     rendering of services)  with or for the benefit of, any Affiliate  (each of\n     the  foregoing,   an  \"Affiliate   Transaction\"),   unless  such  Affiliate\n     Transaction or series of Affiliate Transactions is (i) in the best interest\n     of  Guarantor  or such  Subsidiary  and  (ii)  on  terms  that  are no less\n     favorable to Guarantor or such  Subsidiary  than those that would have been\n     obtained in a  comparable  arm's-length  transaction  by  Guarantor or such\n     Subsidiary  with a Person that is not an  Affiliate  (or, in the event that\n     there  are  no  comparable  transactions  involving  Persons  who  are  not\n     Affiliates of Guarantor or the relevant Subsidiary to apply for comparative\n     purposes,  is  otherwise  on terms that,  taken as a whole,  Guarantor  has\n     determined   to  be  fair  to  Guarantor   or  the  relevant   Subsidiary).\n     Notwithstanding the foregoing,  the following shall not be deemed Affiliate\n     Transactions: (i) any employment agreement entered into by Guarantor or any\n     of its  Subsidiaries in the ordinary course of business and consistent with\n     industry  practice;  (ii) any agreement or arrangement  with respect to the\n     compensation  of a  director  or  officer of  Guarantor  or any  Subsidiary\n     approved  by a  majority  of the  disinterested  members  of the  Board  of\n     Directors and consistent with industry practice; (iii) transactions between\n     or among the Company and its Subsidiaries, provided that no more than 5% of\n     the Voting Stock (on a fully diluted basis) of any such Subsidiary is owned\n     by an Affiliate of\n\n\n\n                                       8\n\n\n\n\nGuarantor (other than a Subsidiary);  (iv) transactions pursuant to the terms of\nany  agreement  or  arrangement  as in  effect  on  the  date  hereof;  and  (v)\ntransactions  with respect to wirelink or wireless  transmission  capacity,  the\nlease or  sharing  or  other  use of cable  or  fiber  optic  lines,  equipment,\nrights-of-way or other access rights,  between Guarantor (or any Subsidiary) and\nany other Person.\n\n(e)  Guarantor shall not, and shall not permit any Subsidiary to, sell, transfer\n     or dispose of any of its Property with a Fair Market Value of $5,000,000 or\n     more  outside the  ordinary  course of its  business  (excluding  any sale,\n     transfer or  disposition  of Property that is obsolete or no longer used by\n     or useful to Guarantor or any Subsidiary) unless:\n\n     (1) Guarantor or the Subsidiary, as the case may be, receives consideration\nfor such  disposition  at least equal to the Fair Market  Value for the Property\nsold or disposed of.\n\n     (2) the consideration received in connection therewith is used by Guarantor\nor such Subsidiary within 360 days of receipt for the payment of expenses in the\nordinary  course of  business,  for the  payment  of debt of  Guarantor  or such\nSubsidiary, or for reinvestment in the business of Guarantor or such Subsidiary.\n\n(f)  Guarantor  shall deliver to  Beneficiary on request (but not more than once\n     per  year),  a brief  certificate  from the  principal  executive  officer,\n     principal  financial officer or principal  accounting  officer as to his or\n     her knowledge of Guarantor's  compliance  during the period covered by such\n     report with all conditions and covenants of this Agreement.\n\nThe  covenants  and  agreements  contained  in this  Section 16 shall  terminate\neffective  as of the  date  of  full  and  complete  payment  of the  IRU Fee to\nBeneficiary in accordance with the terms and provisions of the IRU Agreement.\n\n     17.  Qualification  to Special  Covenants..  Any Guarantor  maintaining  an\nindenture  qualified under the Trust Indenture Act of 1939, as amended,  with at\nleast $100 million of indebtedness  outstanding  pursuant thereto shall have the\nright,  in its sole  discretion,  to re-execute  and redeliver this Agreement to\nBeneficiary  omitting  section  16 and  substituting  in its  place  a  covenant\nsubstantially  equivalent  to section 16 of the  similar  agreement  executed by\nLevel 3 Communications,  Inc. as Guarantor, except referencing one of its public\nindentures and the sections thereof  equivalent to the matters  addressed in the\ncurrent version of section 16 of this Agreement.  In addition, the provisions of\nsection 16 of this  Agreement  or of any  redelivered  Agreement  shall be of no\nforce or effect during any period that, if Guarantor has publicly-traded  common\nstock,  the  total  market  value of  Guarantor's  outstanding  common  stock as\ndetermined  on the basis of closing  price (or, if Guarantor is privately  held,\nthe  total  value  of its  outstanding  common  stock,  as  demonstrated  to the\nreasonable  satisfaction of  Beneficiary)  exceeds the amount obtained when $1.5\nbillion is  multiplied  by the  percentage  set forth in paragraph  1(a) of this\nAgreement.\n\n\n\n                                       9\n\n\n\n\n\n\n\n     IN  WITNESS  WHEREOF,  Guarantor  and  Beneficiary  have each  caused  this\nAgreement to be duly executed as of the day and year first above written.\n\n[Name of Permitted Guarantor],\nas Guarantor\n\n\nBy _____________________\nTitle:\n\nLEVEL 3 COMMUNICATIONS, LLC,\nas Beneficiary\n\n\nBy ______________________\nTitle:\n\n\n\n\n\n                                       10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8048,8353],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42205","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-level-3-communications-inc","corporate_contracts_companies-nextlink-communications-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42205","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42205"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42205"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42205"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42205"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}