{"id":42344,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indefeasible-right-of-use-agreement-qwest-communications-corp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indefeasible-right-of-use-agreement-qwest-communications-corp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/indefeasible-right-of-use-agreement-qwest-communications-corp2.html","title":{"rendered":"Indefeasible Right of Use Agreement &#8211; Qwest Communications Corp. and Frontier Communications International Inc."},"content":{"rendered":"<pre>CONFIDENTIAL AND PROPRIETARY                                      EXECUTION FORM\n------------------------------                                      ------------\n\n\n\n \n\n\n\n- -----------------------------------------------------------------------------\n                                 IRU AGREEMENT\n\n                          DATED AS OF OCTOBER 18, 1996\n\n                                 BY AND BETWEEN\n\n                   QWEST COMMUNICATIONS CORPORATION (\"QWEST\")\n\n                                      AND\n\n            FRONTIER COMMUNICATIONS INTERNATIONAL INC.  (\"FRONTIER\")\n\n- -----------------------------------------------------------------------------\n\n \n                               TABLE OF CONTENTS\n                                                                  Page\n                                                                  ----\n \nRECITALS........................................................     1\n \nARTICLE I.  GRANT OF IRU IN QWEST SYSTEM........................     1\n \nARTICLE II.  CONSIDERATION FOR GRANT............................     7\n \nARTICLE III.  CONSTRUCTION OF THE QWEST SYSTEM..................    11\n \nARTICLE IV.  ACCEPTANCE AND TESTING OF FRONTIER FIBERS..........    13\n \nARTICLE V.  DOCUMENTATION.......................................    14\n \nARTICLE VI.  TERM...............................................    14\n \nARTICLE VII.  NETWORK ACCESS; REGENERATION FACILITIES...........    16\n \nARTICLE VIII.  OPERATIONS.......................................    19\n \nARTICLE IX.  MAINTENANCE AND REPAIR OF THE QWEST SYSTEM.........    20\n \nARTICLE X.  PERMITS; UNDERLYING RIGHTS; RELOCATION..............    20\n \nARTICLE XI.  USE OF QWEST SYSTEM................................    23\n \nARTICLE XII.  INDEMNIFICATION...................................    26\n \nARTICLE XIII.  LIMITATION OF LIABILITY..........................    28\n \nARTICLE XIV.  INSURANCE.........................................    28\n \nARTICLE XV.  TAXES, FEES AND OTHER GOVERNMENTAL IMPOSITIONS.....    30\n \nARTICLE XVI.  NOTICE............................................    34\n \nARTICLE XVII.  CONFIDENTIALITY..................................    36\n \nARTICLE XVIII.  DEFAULT.........................................    37\n \nARTICLE XIX.  TERMINATION.......................................    42\n \nARTICLE XX.  FORCE MAJEURE......................................    42\n\n \nARTICLE XXI.  DISPUTE RESOLUTION................................    43\n \nARTICLE XXII.  WAIVER...........................................    45\n \nARTICLE XXIII.  GOVERNING LAW...................................    45\n \nARTICLE XXIV.  RULES OF CONSTRUCTION............................    46\n \nARTICLE XXV.  ASSIGNMENT AND DARK FIBER TRANSFERS...............    46\n \nARTICLE XXVI.  REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS..    50\n \nARTICLE XXVII.  ENTIRE AGREEMENT; AMENDMENT.....................    52\n \nARTICLE XXVIII.  NO PERSONAL LIABILITY..........................    52\n \nARTICLE XXIX.  RELATIONSHIP OF THE PARTIES......................    53\n \nARTICLE XXX.  LATE PAYMENTS.....................................    53\n \nARTICLE XXXI.  SEVERABILITY.....................................    53\n \nARTICLE XXXII.  COUNTERPARTS....................................    53\n \nARTICLE XXXIII.  CERTAIN DEFINITIONS............................    54\n \n \n                                    EXHIBITS\n\nExhibit A:     QWEST System Description\n\nExhibit A-1:   QWEST System Description and Delivery Dates\n\nExhibit A-2:   General Route Map\n\nExhibit A-3:   Basic and Optional Detailed Route Maps\n\nExhibit A-4:   Designated Endpoint and Intermediate Point Cities\n\nExhibit B:     IRU Fee Payment Schedule\n\nExhibit C:     Construction Specifications\n\nExhibit D:     Fiber Cable Splicing, Testing, and Acceptance Procedures\n\nExhibit E:     Fiber Specifications\n\nExhibit E-1:   Fiber Deployment Diagram\n\nExhibit F:     Specifications for Regeneration Facilities\n\nExhibit G:     Regeneration Facility Sites\n\nExhibit G-1:   Temporary Space within Certain QWEST Facilities\n\nExhibit H:     QWEST System Maintenance Specifications and Procedures\n\nExhibit I:     Form of Surety Bond\n\nExhibit J:     Underlying Rights and Underlying Rights Requirements\n\nExhibit K:     Form of Frontier Corporation Guaranty\n\nExhibit L:     Form of Anschutz Guaranty\n \n                                 IRU AGREEMENT\n\n     THIS IRU AGREEMENT (this \"Agreement\") is made and entered into as of\nOctober 18, 1996, by and between QWEST COMMUNICATIONS CORPORATION, a Delaware\ncorporation (\"QWEST\"), and FRONTIER COMMUNICATIONS INTERNATIONAL INC. a Delaware\ncorporation (\"FRONTIER\").\n\n                                    RECITALS\n                                    --------\n\n     A.  QWEST is planning to construct a continuous fiberoptic communication\nsystem, contiguous from end to end, as described in Exhibit A hereto as the\n\"Basic Route,\" and between each of the city pairs identified in Exhibit A-1\nhereto under the caption \"Basic Route\" (the fiberoptic communication system\nbetween each such city pair being referred to as a \"Basic Segment\"), and may\nelect to construct a continuation of such fiberoptic communication system along\nthe routes described in Exhibit A hereto as the \"Option 1 Route,\" \"Option 1A\nRoute\" and the \"Option 2 Route\" (collectively, the \"Optional Routes\"), and\nbetween each of the city pairs identified in Exhibit A-1 hereto under the\ncaptions \"Option 1 Route,\" \"Option 1A Route\" and \"Option 2 Route\" (the\nfiberoptic communication system between each such city pair being referred to as\nan \"Optional Segment\") (the Basic Segments, together with such of the Optional\nSegments, if any, that QWEST elects to construct hereunder, being referred to\nherein collectively as the \"QWEST System\").\n\n     B.  FRONTIER desires to be granted the right to use (or, if and to the\nextent provided in Section 1.5 hereof, to own) certain optical fibers in the\nQWEST System.\n\n     C.  QWEST desires to grant FRONTIER an exclusive, indefeasible right to use\n(or, if and to the extent provided in Section 1.5 hereof, to convey title to)\ncertain fibers and associated property in the QWEST System, all upon the terms\nand conditions set forth below.\n\n     Accordingly, in consideration of the mutual promises set forth below, and\nother good and valuable consideration, the receipt and sufficiency of which are\nhereby acknowledged, the parties hereby agree as follows:\n\n                                   ARTICLE I.\n\n                          GRANT OF IRU IN QWEST SYSTEM\n                          ----------------------------\n\n     1.1  (a)  Effective as of the effective date described in Section 6.1\nbelow, for each particular Segment (as defined below in this Section 1.1)\ndelivered by QWEST to FRONTIER hereunder and with respect to which an Acceptance\nDate (as defined in Section 4.2 below) has occurred, QWEST hereby grants to\nFRONTIER, and FRONTIER hereby purchases from QWEST, (i) an exclusive,\nIndefeasible Right of Use (as defined in Section 33.1(f)) (or, if and to the\nextent provided in Section 1.5 hereof, ownership) in, for the purposes described\nherein, twenty-four (24) (or, if and to the extent that FRONTIER timely \nexercises the options described in Section  below, forty-eight (48))\n\"Dark Fibers\" (as defined in Section 33.1(c)) to be\nspecifically identified, in the QWEST System (A) in the Basic Segments and along\nthe Basic Route more specifically described in the maps included in Exhibit A-3\nhereto; and (B) if, pursuant to Section 1.3, QWEST elects, in its discretion, to\nconstruct either of Option Route 1 or Option Route 1A, and\/or Option Route 2, or\nFRONTIER elects, in its discretion, to require QWEST to construct Option Route\n1, in any case as identified in Exhibit A (and along the Option 1, Option 1A and\nOption 2 Routes more specifically described in the maps included in Exhibit A-3\nhereto), in the Optional Segments included in any such Optional Routes so\nelected to be constructed, and (ii) an associated and non-exclusive Indefeasible\nRight of Use, for the purposes described herein, in the tangible and intangible\nproperty needed for the use of such Dark Fibers as Dark Fibers, including, but\nnot limited to, the associated conduit, QWEST's rights in all \"Underlying\nRights\" (as defined in Section 10.1) and, to the extent provided in Article VII\nherein, associated Regeneration Facilities (as defined in Section 7.2), but in\nany event excluding any electronic or optronic equipment (collectively, the\n\"Associated Property\"), for the Term (as defined in Section 6.1) respecting such\nBasic Segment or Optional Segment, and all on the terms and subject to the\ncovenants and conditions set forth herein (collectively, the \"IRUs\"). The Dark\nFibers subject to the IRUs are referred to collectively as the \"FRONTIER\nFibers.\" The Basic Segments, together with such of the Optional Segments, if\nany, that QWEST elects or is required to construct pursuant to Section 1.3 are\nreferred to herein collectively as the \"Segments.\" The Basic Route, together\nwith such of the Optional Routes, if any, that QWEST elects or is required to\nconstruct pursuant to Section 1.3 are referred to herein collectively as the\n\"System Route.\"\n\n     (b) The parties acknowledge and agree that the specific route of any\nSegment that has not been finally designed or engineered, or with respect to\nwhich a right-of-way agreement has not been obtained as of the date hereof is\nsubject to final determination by QWEST, based on specific engineering, right-\nof-way, permitting, authorization and other requirements; provided, however,\n                                                          ------------------\nthat (i) any such Segment route, as finally determined, must include all of \nthe endpoint and intermediate point cities identified in Exhibit A-4 and all \nof the junction points identified in the System Route maps included in \nExhibit A; (ii) no deviation in the route of any Segment as set forth in the \nmaps included in Exhibit A-3 shall result in a Material Deviation (as defined \nbelow) in the System Route as set forth in Exhibit A, and (iii) once the final \nroute of any Segment has been so determined, QWEST shall deliver to FRONTIER \ncorresponding revisions to the relevant maps included in Exhibit A hereto.  \nAs used herein, the term \"Material Deviation\" shall mean a deviation in the \ngeneral route of a Segment (A) that modifies the System Route architecture in \na manner that breaks a ring, creates a spur or breaks the contiguous nature of \nSegments; (B) that modifies the route of the System Route through any city, \nidentified in Exhibit A-3 as being the location of a FRONTIER POP site, from \nthe detailed route map shown in Exhibit A-3 for such city in a manner that \nmaterially changes the proximity of such POP site to the System Route right-of-\nway (provided that, if any such detailed city map shows that the POP site is \nin direct proximity to the System Route right-of-way, any route modification \nwhich does not provide such direct proximity shall be considered a material \nchange in proximity);\n\n            \n(C) that modifies the route of the System Route through any city, as set forth\nin the detailed route map for such city set forth in Exhibit A-3, such that the\nlocation of the route at any point would be moved more than 1,200 feet in any\ndirection, without the prior written approval of FRONTIER (such approval not to\nbe unreasonably withheld or delayed); or (D) that modifies any parallel route\nshown within any city that is the subject of a detailed map included in Exhibit\nA-3 such that the distance between such parallel routes is less than 1,200 feet\noutside metropolitan areas and less than two city blocks within metropolitan\nareas.\n\n     (c) If any deviation(s) in the routes of Segments (i) comprising the Basic\nRoute and Option Route 1 cause(s) the aggregate route miles as reflected in\nExhibit A estimated for the Basic Route and Option Route 1 taken together to\nincrease by more than   \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    %) of such aggregate estimate or (ii)\ncomprising Option Route 1A and\/or Option Route 2 cause(s) the route miles as\nreflected in Exhibit A estimated for Option 1A and\/or Option Route 2 taken\nseparately to increase by more than  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    %) of such estimate, then in\neach case under the foregoing clause (i) and clause (ii) such mileage shall be\nsolely at QWEST's cost and expense and any route mileage in excess of the\napplicable\n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    %) increase as aforesaid shall not be included in the\nroute mileage for purposes of determining or redetermining the IRU Fee as\ndefined and described in Section 2.1 below.\n\n     1.2  With respect to Segments 12A, 12B, 12C, 12D and 16, the parties\nacknowledge that (i) QWEST has represented that the conduit and Cable comprising\nsuch Segments have been constructed and installed as of the date hereof, and\nthat only the regeneration and other technical facilities required to be\nprovided with respect to each such Segment pursuant to Article VII remains to be\nconstructed and installed, (ii) FRONTIER desires to use the FRONTIER Fibers in\nthe Cable comprising each such Segment pending delivery of such facilities, and\n(iii) the Cable comprising such Segments currently is routed through such\nfacilities of QWEST.  Accordingly, with respect to Segments 12A, 12B, 12C, 12D\nand 16, the parties agree that notwithstanding any provisions of this Agreement\nto the contrary:\n\n     (a) Promptly following execution of this Agreement, the Fiber Acceptance\nTesting procedures set forth in Article IV shall take place with respect to each\nsuch Segment, as the FRONTIER Fibers currently are routed through the QWEST\nfacilities and, upon satisfactory completion thereof with respect to each such\nSegment in accordance with Article IV, the Acceptance Date with respect to such\nSegment shall occur.  Upon such Acceptance Date, payment of an additional   \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    % of\nthe IRU Fee with respect to such Segment shall be due and payable by FRONTIER.\n\n     (b) Upon receipt of such payment, the IRUs with respect to the relevant\nSegment, other than the IRU in the Associated Property required to be delivered\npursuant to Section  7.2, shall become effective.  Thereupon, FRONTIER may\ntemporarily install in the space within certain QWEST facilities described in\nExhibit G-1 hereto, such electronic, optronic and other\nequipment as shall be necessary to operate the FRONTIER Fibers in such Segment;\n                                                                               \nprovided that such installation is done consistent with QWEST's co-location\n-------------                                                              \npolicies and procedures substantially as set forth in the form of co-location\nagreement, a copy of which has been provided to and accepted by FRONTIER.\n\n     (c) The Associated Property required to be delivered pursuant to Section\n7.2 shall be delivered in accordance with the requirements of Section 3.2 with\nrespect to each such Segment.  The parties agree to cause their respective\nappropriate technical personnel to discuss and agree, in good faith, upon the\nprocedures by which, upon such delivery, (i) the FRONTIER Fibers comprising such\nSegments shall be rerouted, at QWEST's cost and expense, in the Regeneration\nFacilities (or POPs or terminal facilities)  required to be provided pursuant to\nArticle VII, and (ii) tested, at QWEST's cost and expense, to confirm that, as\nrerouted, the FRONTIER Fibers continue to operate in conformity with the Fiber\nAcceptance Testing specifications set forth in Exhibit D and the procedures set\nforth in Article IV.\n\n     (d) Upon the delivery of such Associated Property, the rerouting of the\nFRONTIER Fibers therein, and the confirmed testing described in Section\n1.3(c)(ii), the remaining \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    %) of the IRU Fee with respect to each\nsuch Segment shall be due and payable by FRONTIER.  Upon receipt of such\npayment, the IRU with respect to such Associated Property for such Segment shall\nbecome effective.\n\n     1.3  (a)  Until 5:00 p.m. Eastern Standard (or Daylight, as applicable)\nTime on the date that is one hundred eighty (180) days after the date hereof \n(the \"Option Period\") (i) QWEST shall have the right to elect to construct and \n(ii) FRONTIER shall have the right to elect to require QWEST to construct, \nOption Route 1.\nEither party desiring to exercise such right shall notify the other in writing\nby such time and date whether or not it will construct or require the\nconstruction of Option Route 1.  Failure of QWEST to notify FRONTIER of QWEST's\nelection as to Option Route 1 as provided herein shall be deemed an election by\nQWEST not to undertake to construct Option Route 1, and failure of FRONTIER to\nnotify QWEST of FRONTIER's election as to Option Route 1 as provided herein\nshall be deemed an election by FRONTIER not to require that QWEST construct\nOption Route 1.  If neither QWEST nor FRONTIER timely exercises its right to\nconstruct or require the construction of Option Route 1 as provided herein,\nthen, until 5:00 p.m. Eastern Standard (or Daylight, as applicable) Time on the\nday that is five (5) days following the last day of the Option Period, QWEST\nshall have the right to elect to construct Option Route 1A.  QWEST shall notify\nFRONTIER in writing by such time and date whether or not it will construct\nOption Route 1A.  Failure of QWEST to notify FRONTIER of QWEST's election as to\nOption Route 1A as provided herein shall be deemed an election by QWEST not to\nconstruct Option Route 1A.\n\n     (b) QWEST shall have until 5:00 p.m. Eastern Standard (or Daylight, as\napplicable) Time on the last day of the Option Period to elect whether or not it\nwill construct Option Route 2 as provided herein.  QWEST shall notify FRONTIER\nin writing by such time and date whether\nor not it will construct Option Route 2 as provided herein.  Failure of QWEST to\ntimely notify FRONTIER of QWEST's election as to Option Route 2 as provided\nherein shall be deemed an election by QWEST not to undertake to construct Option\nRoute 2 as provided herein.\n\n     (c) The election or deemed election by QWEST not to construct any of the\nOptional Routes as provided herein shall not affect its obligations or rights\nwith respect to the other Optional Routes or any of the Basic Segments and, from\nand after any such election or deemed election, neither party shall have any\nfurther rights or obligations with respect to such Optional Route hereunder.\n\n     (d) From the date hereof until the expiration of the parties' rights under\nthis Section 1.3, FRONTIER shall not enter into any agreement (oral or written)\nor initiate discussions or negotiations with any third party with respect to its\nacquisition of an alternative Dark Fiber system along the same or similar routes\nas any of the Optional Routes, and FRONTIER shall not engage in discussions with\nany third party who may initiate the same without prior notice to QWEST of the\nidentity of such third party given promptly after such initiation by such third\nparty and prior to FRONTIER's engaging in such discussions with such third\nparty, and if FRONTIER engages in such discussions as aforesaid then FRONTIER\nshall keep QWEST informed generally of the material proposed terms and material\nchanges to such terms with respect to such discussions relating to an\nacquisition by such third party of an alternative Dark Fiber system along the\nsame or similar routes as any of the Optional Routes.  If QWEST timely exercises\nits option hereunder to construct any of the Optional Routes or if FRONTIER\ntimely exercises its right to require the construction of Option Route 1, in any\nsuch case as provided herein, then FRONTIER and QWEST shall be obligated to\nobserve and perform their respective obligations hereunder with respect to such\nOptional Route, all on the terms and subject to the conditions set forth herein.\n\n     1.4  (a)  FRONTIER shall have an option (the \"System Fiber\nOption\"), exercisable until 5:00 p.m. Eastern Standard (or Daylight,\nas applicable) Time on the date that is one hundred eighty-six (186)\ndays after the date hereof (the \"System Option Exercise Date\"), to\nelect to increase the number of Dark Fibers subject to the IRU in the\nentire QWEST System to be delivered hereunder (including the Optional\nSegments, if and to the extent QWEST elects to construct the Optional\nRoutes or is required to construct Option Route 1 pursuant to\nSection 1.3 hereof) from twenty-four (24) to forty-eighty (48) Dark\nFibers (such additional twenty-four (24) Dark Fibers being referred to\nas the \"Optional System Dark Fibers\"), by delivering written notice of\nsuch election to QWEST by such time and date.  If FRONTIER timely\nexercises the System Fiber Option, the IRU Fee with respect to all\nSegments shall be redetermined as described in Section 2.1(b) below.\n\n          (ii) If, prior to the System Option Exercise Date, QWEST\nenters into an agreement with the party (or the successor in interest\nof such party or a subsidiary of such party) with whom QWEST and\nFRONTIER previously have engaged in extensive discussions concerning\nthe provision by QWEST of a forty-eight (48) Dark Fiber system along\nthe QWEST System (the \"Third Party\"), pursuant to which QWEST grants\nto the Third Party an IRU in twenty-four (24) Dark Fibers along some\nor all of the QWEST System, QWEST shall promptly notify FRONTIER\nthereof.  In such event, FRONTIER may, at its election and at its sole\ndiscretion, at any time on or before the Option Exercise Date (A) if\nthe Third Party acquires Dark Fibers along the entire QWEST System,\nelect to cancel the System Fiber Option in its entirety, in\nconsideration for which the IRU Fee for all Segments shall be\nredetermined as described in Section 2.1(c) below, (B) if the Third\nParty acquires Dark Fibers in Segments comprising less than all of the\nQWEST System, elect to exercise the System Fiber Option only with\nrespect to the Segments not so acquired by the Third Party and to\ncancel the System Fiber Option with respect to the Segments acquired\nby the Third Party, in consideration for which the IRU Fee with\nrespect to all Segments shall be redetermined as described in\nSection 2.1(d) below, or (C) in any event, elect to exercise the\nSystem Fiber Option in its entirety pursuant to Section 1.4(a)(i),\nunaffected by QWEST's transaction with the Third Party.\n\n          (iii)     Failure of FRONTIER to timely notify QWEST of\nFRONTIER's election to exercise the System Fiber Option in whole or,\nas permitted, in part, as provided herein, shall be deemed an election\nby FRONTIER not to exercise the System Fiber Option.  The election or\ndeemed election of FRONTIER not to exercise the System Fiber Option\nshall not affect either party's rights or obligations with respect to\nthe twenty-four (24) Dark Fiber QWEST System to be provided hereunder\nand, from and after any such election or deemed election, neither\nparty shall have any further rights or obligations with respect to the\nOptional System Dark Fibers hereunder.\n\n     (b) FRONTIER shall have an option (the \"Sacramento\/Seattle Fiber\nOption\"), exercisable until 5:00 p.m. Eastern Standard (or Daylight,\nas applicable) Time on the date that is thirty (30) days after the\ndate hereof, to elect to increase the number of Dark Fibers subject to\nthe IRU in the Segments between the cities of Sacramento, California\nand Seattle, Washington identified in Exhibit A (the\n\"Sacramento\/Seattle Segments\") from twenty-four (24) to forty-eight\n(48) Dark Fibers (such additional twenty-four (24) Dark Fibers being\nreferred to as the \"Optional Sacramento\/Seattle Dark Fibers\"), by\ndelivering written notice of such election to QWEST by such time and\ndate.  If FRONTIER timely exercises the Sacramento\/Seattle Fiber\nOption, the IRU Fee with respect to the Sacramento\/Seattle Segments\nshall be redetermined as described in Section 2.1(e) below. \nNotwithstanding the foregoing, FRONTIER acknowledges that the\nSacramento\/Seattle Fiber Option is not to be redundant of the System\nFiber Option and, accordingly, (i) the Sacramento\/Seattle Fiber Option\nautomatically shall be canceled if FRONTIER exercises the System Fiber\nOption or cancels the System Fiber Option pursuant to Section\n1.4(a)(ii), and (ii) the maximum number of Dark Fibers deliverable by\nQWEST to FRONTIER with respect to either or both of the\nSacramento\/Seattle Fiber Option and the System Fiber Option shall not\nexceed forty-eight (48) Dark Fibers along the applicable route. \nFailure of FRONTIER to timely notify QWEST of FRONTIER's election to\nexercise the Sacramento\/Seattle Fiber Option as provided herein shall\nbe deemed an election by FRONTIER not to exercise the\nSacramento\/Seattle Fiber Option.  The election or deemed election of\nFRONTIER not to exercise the Sacramento\/Seattle Fiber Option shall not\naffect either party's rights or obligations with respect to the\ntwenty-four (24) Dark Fibers in the Sacramento\/Seattle Segments to be\nprovided hereunder and, from and after any such election or deemed\nelection, neither party shall have any further rights or obligations\nwith respect to the Optional Sacramento\/Seattle Dark Fibers hereunder.\n\n     1.5  Notwithstanding anything contained herein to the contrary:  (a) if and\nto the extent allowed by the Underlying Right(s) for a particular Segment, and\n(b) if the Underlying Right(s) with respect to such Segment do not and will not\nimpose upon QWEST any additional fees, costs or charges as a result thereof\n(unless FRONTIER shall pay the same or make arrangements satisfactory to QWEST\nto assure such payment), QWEST shall, upon the request of FRONTIER and on a\nSegment-by-Segment basis on or before the Acceptance Date with respect to such\nSegment:  (i) grant a non-exclusive sub-easement, sub-right of way, or sub-\nunderlying right  (collectively a \"Sub-Easement\") to FRONTIER providing rights\n(but, subject to the foregoing clause (b) of this Section 1.5 above, at no\nadditional cost to or monetary obligations of FRONTIER) to FRONTIER similar to\nthe rights held by QWEST under the relevant Underlying Right(s), and (ii)\ntransfer title to the Frontier Fibers to FRONTIER free and clear of all liens as\nprovided in Section 11.4 hereof, and (iii) continue the grant of the IRU in the\nAssociated Property.  Nothing in this Section 1.5 shall relieve QWEST or\nFRONTIER of its (nor, except and only to the extent of the change in the nature\nof the property interest of FRONTIER in the FRONTIER Fibers or a Sub-Easement,\nor the case may be, diminish, enlarge or otherwise affect its) rights, duties\nand obligations set forth in this Agreement and if any Sub-Easement shall\nterminate or FRONTIER shall be otherwise prohibited from owning title to the\nFrontier Fibers, QWEST shall retain, maintain or replace the relevant Underlying\nRight in accordance with and pursuant to Article X, title to such Frontier\nFibers shall revert and be reconveyed to QWEST and FRONTIER shall have and\nretain the IRU in such Frontier Fibers under and subject to the terms and\nconditions of this Agreement.  If a Sub-Easement is granted or title to the\nFRONTIER Fibers transferred to FRONTIER  in accordance with the foregoing\nprovisions of this Section 1.5, then such Sub-Easement shall terminate and such\ntitle shall revert and be reconveyed to QWEST at the expiration or termination\nof the Term respecting the applicable Segment as provided in and pursuant to\nArticle VI hereof.\n\n                                  ARTICLE II.\n\n                            CONSIDERATION FOR GRANT\n                            -----------------------\n\n     2.1  In consideration of the grant of the IRUs hereunder by QWEST to\nFRONTIER, FRONTIER agrees to pay to QWEST an IRU fee determined based on the\nQWEST System route\nmileage (and allocated among the Segments based on Segment route mileage) as\nfollows (the \"IRU Fee\"):\n\n     (a) Initially, the IRU Fee shall be determined based on the following per-\nroute-mile pricing:\n\n          (i) $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile for all Segments other than those (A) between\nthe cities of Cleveland and Boston, as identified in Exhibit A, (B) between the\nCity of Albany, New York and the location at 60 Hudson Street in New York City,\nas identified in Exhibit A, and (C) between the cities of Philadelphia and New\nYork City, as identified in Exhibit A; and\n\n          (ii) $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n      per route mile for all Segments identified in clause\n(a)(i)(A) above conditioned upon FRONTIER making available to QWEST at least\ntwenty-four (24) non-zero dispersion shifted Dark Fibers between Boston and 60\nHudson Street at a price not to exceed $    \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n      (failing which condition the IRU\nFee shall be $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile for such Segments identified in clause (a)(i)(A))\nand clause (a)(i)(B) above; and\n\n          (iii)  $   \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n      per route mile (unless the parties mutually agree on a\nlesser amount) for all Segments identified in clause (a)(i)(C) above.\n\n     (b)  If FRONTIER timely elects to exercise the System Fiber\nOption in its entirety as provided pursuant to Section 1.4(a)(i), the\nIRU Fee shall be redetermined based on the price of\n          (i)  $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile for all Segments identified in\nthe clauses (a)(i) and (a)(ii) above; and\n          (ii) $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile (unless the parties mutually\nagree on a lesser amount) for all Segments identified in\nclause (a)(iii) above.\n     (c)  If FRONTIER timely elects to cancel the System Fiber Option\nin its entirety as permitted pursuant to Section 1.4(a)(ii)(A), the\nIRU Fee shall be redetermined based on the price of\n          (i)  $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile for all Segments identified in\nthe clauses (a)(i) and (a)(ii) above; and\n          (ii) $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile (unless the parties mutually\nagree on a lesser amount) for all Segments identified in\nclauses (a)(iii) above.\n     (d)  If FRONTIER timely elects to exercise the System Fiber\nOption in part, as permitted pursuant to Section 1.4(a)(ii)(B), the\nIRU Fee shall be redetermined with respect to all Segments as follows:\n          (i)  $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile for all Segments identified in\nclauses (a)(i) and (a)(ii) above as to which the System Fiber Option\nis exercised;\n          (ii) $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile for all Segments identified in\nclauses (a)(i) and (a)(ii) above as to which the System Fiber Option\nis canceled;\n          (iii)     $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     for route mile (unless the parties\nmutually agree on a lesser amount) for all Segments identified in\nclause (a)(iii) above as to which the System Fiber Option is\nexercised; and\n          (iv) $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n     per route mile (unless the parties mutually\nagree on a lesser amount) for all Segments identified in\nclause (a)(iii) above as to which the System Fiber Option is\ncancelled.\n\n     (e) If FRONTIER timely elects to exercise the Sacramento\/Seattle Dark Fiber\nOption as permitted pursuant to Section 1.4(b), the IRU Fee with respect to the\nSacramento\/Seattle Segments (and only such Segments) shall be redetermined based\non a price of $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n      per route mile.\n\n     (f) The IRU Fee shall (except as provided in Sections 1.2, 2.4 and 2.5) be\npayable with respect to each Segment according to the payment schedule set forth\nin Exhibit B.\n\n     2.2  (a)  In addition to the IRU Fee payable under Section 2.1, if and to\nthe extent that the actual cost to QWEST (including freight and taxes) of the\nfiberoptic cable that includes the FRONTIER Fibers to be incorporated in any\nSegment is more than $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    \/fiber foot, FRONTIER shall reimburse QWEST for the total\namount of such cost difference attributable to the FRONTIER Fibers incorporated\nin such Segment (including slack); provided that QWEST shall give FRONTIER at\n                                   -------------                             \nleast ten (10) days prior written notice before executing and submitting to a\nvendor a firm commitment for any such fiberoptic cable.  If and to the extent\nthat the actual cost to QWEST (including freight and taxes) of the fiberoptic\ncable that includes the FRONTIER Fibers to be incorporated in an Segment is less\nthan $  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    \/fiber foot, FRONTIER shall receive a credit against amounts subsequently\npayable by FRONTIER hereunder equal to the total amount of such cost difference\nattributable to the FRONTIER Fibers incorporated in such Segment (including\nslack).\n\n     (b) In the event that FRONTIER receives a bona fide quote from a fiberoptic\ncable vendor to provide the same fiberoptic cable that QWEST would acquire to\ninstall in a Segment hereunder in accordance with the QWEST System design and\nthe fiber deployment plan and fiber specification requirements provided herein,\nat a price (including the business terms, handling charges and similar\nincidental charges) lower than        \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n          the best price available to QWEST for\nsuch fiberoptic cable, FRONTIER shall notify QWEST in writing thereof,\nidentifying the vendor, the quoted price, and the type and quantity of\nfiberoptic cable subject to such quote (each, a \"Fiber Quote Notice\"), such that\nQWEST may attempt to acquire such fiberoptic cable at such price from such\nvendor.  If QWEST is able to acquire fiberoptic cable from the vendor and at the\nprice set forth in a Fiber Quote Notice for inclusion in a Segment or Segments\ndelivered hereunder, FRONTIER shall receive a credit against amounts\nsubsequently payable by FRONTIER hereunder equal to \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    %) of the\ndifference between the best price available to QWEST for such fiberoptic cable\nand the price obtained from such vendor pursuant to the Fiber Quote Notice (the\n\"Fiber Savings Credit\") for the entire fiberoptic cable so acquired by QWEST for\ninclusion in such Segment or Segments.  If QWEST is unable, for any reason, to\nacquire fiberoptic cable from the vendor identified in the Fiber Quote Notice or\nany other vendor at the price set forth in the Fiber Quote Notice then the\nforegoing provisions of this paragraph (b) shall have no further force and\neffect and QWEST shall acquire fiberoptic cable through its own sources, subject\nto paragraph (a) of this Section 2.2.\n\n     (c) Notwithstanding the foregoing provisions of paragraphs (a) and (b) of\nthis Section 2.2, no such reimbursement or credit shall be required with respect\nto any fiberoptic cable including FRONTIER Fibers that, as of the date hereof,\nhas already been installed or\ndelivered to QWEST for installation in the QWEST System or is subject to a\nbinding purchase order for delivery to QWEST for installation in the QWEST\nSystem.  The amount of any such reimbursement or credit shall be invoiced or\ncredited, as appropriate, to FRONTIER at the time the fiberoptic cable\nincorporating such FRONTIER Fibers is invoiced to QWEST.  FRONTIER and QWEST\nagree to reasonably consult and cooperate with each other in order to obtain the\nlowest possible price for fiberoptic cable to be included in a Segment.\nFRONTIER also shall pay directly or reimburse QWEST for all other costs, fees\nand expenses which are expressly provided to be paid, in whole or in part, by\nFRONTIER under this Agreement.  FRONTIER shall have  the right to review and\naudit, at its cost, all such costs, fees and expenses.\n\n     2.3  QWEST will fax or send by overnight delivery each invoice for payments\nto be made by FRONTIER hereunder.  FRONTIER shall pay such invoiced amounts,\nless any reasonably disputed amounts, for receipt by QWEST within fifteen (15)\ndays after receipt of such invoice by FRONTIER with respect to payments of the\nIRU Fee and within thirty (30) days after receipt of such invoice by FRONTIER\nfor any other amounts owed to QWEST hereunder; provided that FRONTIER shall\n                                               -------------               \nprovide written notice describing in detail the basis for any disputed amounts;\nand provided further that any disputed amounts that are resolved in favor of\n    ---------------------                                                   \nQWEST shall be due for payment based on the original invoice date.  All payments\nto be made by FRONTIER hereunder of the IRU Fee and of any other amounts in\nexcess of $100,000 shall be made by wire transfer of immediately available funds\nto the account or accounts as QWEST shall notify FRONTIER in writing from time\nto time.  Payments of all other amounts by FRONTIER hereunder may be made by\ncheck payable to QWEST.  QWEST agrees to provide FRONTIER from time to time,\nupon request, with QWEST's estimate of the next invoice date for a portion of\nthe IRU Fee and the estimated amount of such IRU Fee payment; provided that\n                                                              -------------\nfailure to provide any such notice shall not in any way alter or impair\nFRONTIER's payment obligations hereunder.\n\n     2.4  QWEST and FRONTIER acknowledge and agree that with respect to Segment\n23, notwithstanding the fact that Segment 23 has already been constructed and\ninstalled, delivery of Segment 23 shall occur in two installments of twelve (12)\nDark Fibers each as indicated in Exhibit A, and payment of the IRU Fee therefor\n(other than the initial   \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    % due upon execution of this Agreement), shall be\ndeferred until each such deferred installment delivery date as set forth in\nExhibit B.  QWEST and FRONTIER further acknowledge and agree that with respect\nto Segments 24A, 24B, 24C, 24D, 24E and 25, once constructed and installed,\ndelivery of each such Segment likewise shall occur in two installments of twelve\n(12) Dark Fibers each as indicated in Exhibit A, and payment of the IRU Fee\ntherefor shall be made as set forth in Exhibit B.\n\n     2.5  QWEST and FRONTIER acknowledge and agree that with respect to Segments\n5, 6, 9A, 9B, 10A and 10B, notwithstanding the payment schedule set forth in\nExhibit B and the fact that the conduit in such Segments has already been\nconstructed and\ninstalled, FRONTIER shall be required to pay with respect to each of those\nSegments:  (a)   \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    % of the IRU Fee upon execution of this Agreement, (b)   \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n    % of the\nIRU Fee when (i) QWEST has commenced the placement of the Cable in the Segment,\nand (ii) all such Cable and other materials necessary to complete such placement\nwithin a reasonable time are on hand or scheduled for timely delivery in\nconnection with such placement, and (c) the balance of the IRU Fee in accordance\nwith the provisions of Exhibit B.\n\n     2.6  All of FRONTIER's payment obligations under this Agreement shall be\nguaranteed by Frontier Corporation pursuant to a Guaranty in the form of Exhibit\nK hereto, to be executed and delivered by Frontier Corporation as a condition to\nthe effectiveness hereof and the performance by QWEST of its obligations\nhereunder.\n\n                                  ARTICLE III.\n\n                        CONSTRUCTION OF THE QWEST SYSTEM\n                        --------------------------------\n\n     3.1  QWEST shall, at QWEST's sole cost and expense, be responsible for and\nshall effect the design, engineering, installation, and construction of those\nportions of the QWEST System not already constructed as of the date hereof in\naccordance with the System Route (as it may be modified pursuant to Section 1.1)\nand in conformity with (i) the construction specifications set forth in Exhibit\nC, (ii) industry standards and practices, and (iii) applicable Underlying Rights\nRequirements (as defined in Section 11.1).  Such responsibilities shall include,\nwithout limitation, preparation of construction drawings, bills of materials,\nmaterials specifications and materials requisitions.  Except for the existing\nfibers on Segments 11A, 11B, 12A, 12B, 12C and 12D (which are Corning SMF-DS)\nand any alternative fibers approved pursuant to the following sentence, all\nfiber included in the FRONTIER Fibers shall be Corning SMF-LS non-zero\ndispersion-shifted or Lucent Technologies True Wave and shall meet or exceed the\napplicable fiber specifications set forth in Exhibit E.  QWEST may use\nalternative types of fiber equivalent to either of the aforementioned fibers;\nprovided that (i) prior to any such use, QWEST meets with FRONTIER (and \nFRONTIER hereby agrees to so meet) to, cooperatively and in good faith, \njointly evaluate the use of any such fiber and (ii) thereafter, FRONTIER \napproves the use of such fiber, which approval shall not be unreasonably \nwithheld or delayed.  QWEST agrees that, to the extent possible in light of \nthe fiber already incorporated in Segments that have been constructed, in \nwhole or in part, prior to the date hereof and the availability and cost of \nthe fiber of a particular type and manufacture hereafter, fiber utilized \nwith respect to the loops, rings and regions of the QWEST System shall be \nof the same type and manufacture, as depicted in the fiber deployment \ndiagram set forth in Exhibit E-1 hereto, indicating the type of fiber QWEST \ncurrently plans to use in each such Segment.\nAny deviation from the planned fiber use set forth in the diagram must be\napproved by FRONTIER, which approval shall not be unreasonably withheld or\ndelayed.\n    3.2  Subject to extension for delays described in Article XX, QWEST shall\ncomplete at QWEST's sole cost and expense, all construction, installation, and\nsatisfactory Fiber Acceptance Testing (as defined in Section 4.1) of each of the\nSegments, including the provision of such Regeneration Facilities on such\nSegment as are required to be provided pursuant to Section 7.2(a), by the\napplicable \"Estimated Delivery Date\" (as defined in Section 33.1(d)) respecting\nsuch Segment.\n\n     3.3  Except as may be provided herein, QWEST shall, at QWEST's sole cost\nand expense, procure all materials to be incorporated in and to become a\npermanent part of the QWEST System, including, without limitation, the\nRegeneration Facilities required to be provided pursuant to Section 7.2(a).\n\n     3.4  QWEST shall, at QWEST's sole cost and expense, obtain all Underlying\nRights and other rights, licenses, permits and authorizations as required\npursuant to Article X hereof.\n\n     3.5  In support of QWEST's obligation to construct the QWEST System\nhereunder, QWEST will provide, as a condition to FRONTIER's obligations\nhereunder, either (i) so long as the Surety Bond has not been delivered as\nprovided in clause (ii) below, a guaranty up to a maximum aggregate amount of \n$175 millionby Anschutz Company in favor of FRONTIER of the payment \nobligations of QWEST under this Agreement pursuant to a Guaranty in the form \nof Exhibit L or (ii) six (6) surety bonds in favor of FRONTIER, each \nsubstantially in the form of and by the surety companies identified on \nExhibit I hereto or such other companies rated \"A\" or better by Best's Key \nRating Guide, which, in the aggregate, shall provide a total aggregate payment \nvalue of not less than $175 million (collectively, the \"Surety Bond\"), in \neach case clause (i) and (ii) over the entire construction period for all \nSegments to be delivered hereunder.\n\n     3.6  QWEST shall perform, at QWEST's sole cost and expense, substantially\nin accordance with industry standards and practices and as deemed necessary or\nappropriate in QWEST's reasonable business judgment, all supervisory and\ninspection services relating to the construction of the QWEST System, including,\nwithout limitation, performing construction inspections to assure that all\nconstruction shall be in material compliance with the specifications, drawings,\nUnderlying Rights, provisions of this Agreement, and applicable governmental\ncodes.  During the course of construction of each Segment, QWEST shall prepare\nand provide to FRONTIER construction schedule and progress reports every two\nweeks.  FRONTIER shall have the right, but not the obligation, to inspect the\nconstruction of each Segment, including the installation, splicing and testing\nof the FRONTIER Fiber incorporated therein, during the course and at the time of\nthe relevant design, construction and installation period.  No inspection or\nfailure to inspect by FRONTIER shall impair or invalidate any rights and\nremedies of FRONTIER under this Agreement or modify, amend or otherwise affect\nany of the representations, warranties, covenants or agreements of QWEST under\nthis Agreement.\n\n     3.7  Upon FRONTIER's written request, QWEST shall make available for\ninspection by FRONTIER, at QWEST's offices, copies of all information,\ndocuments, agreements, reports, permits, drawings and specifications generated,\nobtained or acquired by QWEST in performing its duties pursuant to this Article\nIII that are material to grant of the IRUs to FRONTIER, including, without\nlimitation, the Underlying Rights, subject only to the conditions that (i) the\nterms of each such document or the legal restrictions applicable to such\ninformation or document permits disclosure; provided that QWEST will use its\n                                            -------------                   \nbest efforts (without requiring the expenditure of money) to obtain a waiver of\nany existing confidentiality and\/or non-disclosure restrictions, and to exempt\nFRONTIER from subsequent confidentiality and\/or non-disclosure restrictions,\nthat would restrict QWEST's ability to make such documents and\/or information\navailable to FRONTIER for inspection; (ii) notwithstanding the existence or non-\nexistence of such restrictions and\/or waivers, QWEST may, in its sole\ndiscretion, redact portions of such documents it deems proprietary business\nterms prior to FRONTIER's inspection.  No inspection or failure to inspect by\nFRONTIER shall impair or invalidate any rights and remedies of FRONTIER under\nthis Agreement or modify, amend or otherwise affect any of the representations,\nwarranties, covenants or agreements of QWEST under this Agreement.\n\n     3.8  QWEST shall use reasonable efforts to construct all of Segment 13C of\nthe Basic Route within the territorial confines of the United States, using its\nreasonable efforts and reasonably cooperating with FRONTIER to determine a\nconstruction method, including a powerline build or other alternative, in each\ncase that would be reasonably cost effective within the overall QWEST System\ndesign.  If, notwithstanding such efforts and cooperation, no such alternative\nconstruction method is mutually agreed upon, then QWEST may construct the\nportion of such Segment as shown in Exhibit A-2 in Mexico.\n\n                                  ARTICLE IV.\n\n                   ACCEPTANCE AND TESTING OF FRONTIER FIBERS\n                   -----------------------------------------\n\n     4.1  QWEST shall test all FRONTIER Fibers in accordance with the procedures\nspecified in Exhibit D (\"Fiber Acceptance Testing\") to verify that the FRONTIER\nFibers are installed and operating in accordance with the specifications\ndescribed in Exhibit D.  Fiber Acceptance Testing shall progress span by span\nalong each Segment as cable splicing progresses, so that test results may be\nreviewed in a timely manner.  QWEST shall provide FRONTIER at least five (5)\ndays advance notice of the date and time of each Fiber Acceptance Testing such\nthat FRONTIER shall have the right, but not the obligation, to have a person or\npersons present to observe QWEST's Fiber Acceptance Testing.  When QWEST has\ndetermined that the results of the Fiber Acceptance Testing with respect to a\nparticular span show that the FRONTIER Fibers so tested are installed and\noperating in conformity with the applicable specifications set forth in Exhibit\nD,  QWEST shall promptly provide FRONTIER with a copy of such test results.\n\n     4.2 When QWEST reasonably determines in good faith that the FRONTIER Fibers\nwith respect to an entire Segment are installed and operating in conformity with\nthe applicable  specifications set forth in Exhibit D, QWEST shall promptly\nprovide written notice of same to FRONTIER (a \"Completion Notice\").  FRONTIER\nshall, within thirty (30) days of receipt of the Completion Notice, either\nreject the Completion Notice specifying, in good faith, the defect or failure in\nsuch Fiber Acceptance Testing or give QWEST written notice of acceptance of such\nFiber Acceptance Testing (the period from the date of FRONTIER's receipt of the\nCompletion Notice to the date of QWEST's receipt of FRONTIER's notice of\nrejection or acceptance being referred to herein as the \"FRONTIER Review\nPeriod\").  In the event FRONTIER rejects the Completion Notice, QWEST shall\npromptly, and not later than seven days, and at no cost to FRONTIER, commence to\nremedy the defect or failure.  Thereafter QWEST shall again give FRONTIER a\nCompletion Notice with respect to such FRONTIER Fibers.  The foregoing procedure\nshall apply again and successively thereafter for a total of two attempts to\nremedy the defect or failure.  If QWEST fails to adequately remedy or complete\nthe defect or failure after two attempts, FRONTIER shall have the right to\nproceed promptly and in an economically efficient manner to cure such defects or\nfailures at QWEST's cost and expense, which shall be paid by QWEST to FRONTIER\nupon demand, or at the election of FRONTIER, offset from any IRU Fee payable by\nFRONTIER to QWEST with respect to such Segment or any other Segment.  No\nacceptance of, or failure by FRONTIER to reject, the Completion Notice shall be\ndeemed to be a waiver of any rights or remedies of FRONTIER under this\nAgreement; provided that, any failure by FRONTIER to timely reject as set forth\n           -------------                                                       \nabove shall operate as a constructive acceptance for purposes of this Agreement.\nThe date when FRONTIER accepts or is deemed to have accepted a Completion Notice\nor cures such defects at QWEST's cost and expense as provided above with respect\nto a Segment is herein defined as the \"Acceptance Date\".\n\n                                   ARTICLE V.\n\n                                 DOCUMENTATION\n                                 -------------\n\n     5.1  QWEST shall provide FRONTIER with a copy of all Underlying Right\nRequirements (as defined in Section 11.1) applicable to each Segment promptly\nfollowing the grant to QWEST of the Underlying Right pursuant to which such\nUnderlying Right Requirements are imposed and, in any event, on or before the\ndate of completion of conduit installation in such Segment (as defined in\nExhibit B, paragraph 6(ii)).\n\n     5.2  Not later than ninety (90) days after the Acceptance Date for each\nSegment, QWEST shall provide FRONTIER with the following documentation:\n\n     (a) As-built drawings for such Segment in accordance with the requirements\ndescribed in Exhibit C (\"As-Builts\").\n\n     (b) Technical specifications of the optical fiber cable and associated\nsplices and other equipment placed in that Segment.\n \n     5.3  As a condition to, and effective upon receipt of, each IRU Fee payment\ninstallment that is due upon QWEST's achievement of a construction,\ninstallation, testing or acceptance milestone as set forth in Exhibit B, QWEST\nshall deliver to FRONTIER a lien waiver with respect to liens in favor of QWEST\narising out of QWEST's services in accomplishing such milestone.  Promptly\nfollowing QWEST's receipt of each such payment, QWEST shall use reasonable\nefforts to obtain (and in any event on or before the Acceptance Date with\nrespect to the relevant Segment shall obtain) from each subcontractor that\nprovided services in accomplishing such milestone a lien waiver with respect to\nliens arising out of such services and, upon receipt, deliver a copy of each\nsuch lien waiver to FRONTIER.\n\n                                  ARTICLE VI.\n\n                                      TERM\n                                      ----\n\n     6.1  Except to the extent expressly modified by Section 1.2 with respect to\nthe Segments identified therein, the grant of the IRUs hereunder with respect to\neach Segment shall become effective on the first day when both (i) the\nAcceptance Date with respect to that Segment has occurred and (ii) QWEST has\nreceived payment in full of the IRU Fee with respect to such Segment in\naccordance with Exhibit B, and, subject to the provisions of Article X, such\ngrant shall terminate at the end of the economically useful life of the FRONTIER\nFibers, as reasonably determined by FRONTIER pursuant to Section 6.2 below.  The\nperiod of each such grant respecting each such Segment and IRU is herein defined\nas the \"Term\".\n\n     6.2  In the event that FRONTIER, at any time, reasonably determines that\nthe FRONTIER Fibers comprising any Segment have reached the end of their\neconomically useful life and desires to not retain the IRU in such Segment,\nFRONTIER shall have the right to abandon the IRU with respect to such Segment by\nwritten notice to QWEST.  If, at any time during or after the last year of the\nMinimum Period (as defined in Section 10.2(ii) below), with respect to any\nSegment, FRONTIER fails to use any of the FRONTIER Fibers comprising such\nSegment for any period of thirty (30) consecutive days (except to the extent\nthat such non-use is as a result of any of the events described in Article XX or\nas a result of QWEST System maintenance, restoration, relocation, or\nreconfiguration or as a result of the failure of QWEST to observe and perform\nthe terms of this Agreement), QWEST shall have the right to request FRONTIER to\nacknowledge that the FRONTIER Fibers comprising such Segment have reached the\nend of their economic life and, accordingly, has abandoned the FRONTIER Fibers\ncomprising such Segment (which acknowledgment shall not be unreasonably withheld\nor delayed).  Upon any such notice of abandonment or acknowledgment, the Term\nshall expire with respect to such Segment and all rights to the use of such\nSegment shall revert to QWEST without reimbursement of any fees or other\npayments previously made with respect thereto, and from and after such time\nFRONTIER shall have no further rights or obligations hereunder with respect to\nsuch Segment (subject to the provisions of Article XIX).\n \n     6.3  It is understood and agreed as between the parties that the grant of\nthe IRUs hereunder shall be treated for accounting and federal and all\napplicable state and local tax purposes as the sale and purchase of the FRONTIER\nFibers and a corresponding interest in QWEST's rights in the Associated Property\nsubject thereto, and that on and after the Acceptance Date with respect to each\nSegment, FRONTIER shall be treated as the owner of the FRONTIER Fibers and an\ninterest in QWEST's rights in the Associated Property comprising such Segment\nfor such purposes.  The parties agree to file their respective income tax\nreturns, property tax returns, and other returns and reports for their\nrespective Impositions (as such term is defined in Section 33.1(e)) on such\nbasis and, except as otherwise required by law, not to take any positions\ninconsistent therewith.  QWEST shall retain legal title to the entire QWEST\nSystem (except if and to the extent provided in Section 1.5), including the\nFRONTIER Fibers and Associated Property subject to the IRUs hereunder.  Each\nparty agrees to indemnify the other with respect to any late filing penalties,\ninterest or fees incurred as a result of such party's failure to provide the\nother with such information solely in such party's possession or control that\nmay be necessary in order to timely make any such filing.\n\n     6.4  This Agreement shall become effective on the date hereof and shall\nterminate on the date when, after completion and delivery of all Segments\nrequired to be delivered hereunder, all the Terms of all such Segments shall\nhave expired; provided that, those provisions of this Agreement which, by their\n              -------------                                                    \nexpress terms, are intended to survive such termination, shall survive.\n\n                                  ARTICLE VII.\n\n                    NETWORK ACCESS; REGENERATION FACILITIES\n                    ---------------------------------------\n\n     7.1  (a)  QWEST shall provide FRONTIER with access to, and FRONTIER shall\nhave the right to connect, at FRONTIER's sole cost and expense, its\ntelecommunications system with, the FRONTIER Fibers at various network access\npoints on the QWEST System right-of-way in each of the endpoint cities and\nintermediate point cities along the route of each Segment and at such additional\nlocations along the QWEST System right-of-way as may be requested by FRONTIER\n(each such access point being referred to as a \"Connecting Point\").  The\nspecific locations of each such Connecting Point shall be as mutually reasonably\nagreed upon by the parties in good faith, subject to the Underlying Rights\nRequirements and QWEST obtaining other required permits, authorizations and\napprovals (which QWEST agrees to use its best efforts to obtain).  Any such\nconnection will be performed by QWEST, at FRONTIER's sole cost and expense, in\naccordance with QWEST's applicable specifications and operating procedures.\nFRONTIER shall pay QWEST's Costs for each such connection within thirty (30)\ndays of the date of FRONTIER's receipt of QWEST's invoice therefor.  In order to\nschedule a connection of this type, FRONTIER shall request and coordinate such\nwork not less than ninety (90) days in advance of the date the connection is\nrequested to be completed.  Such work will be restricted to a Planned System\nWork Period (\"PSWP\"), as defined in Section 33.1(i), unless otherwise agreed to\nin writing for specific projects.  Subject to all applicable Underlying Rights\nRequirements, FRONTIER shall also be provided reasonable access by QWEST to any\nConnecting Point at all times.  FRONTIER shall have no limitations on the \ntypes of electronics or technologies employed to utilize the FRONTIER Fibers, \nsubject to mutually agreeable safety procedures and so long as such \nelectronics or technologies do not interfere with the use of or present a risk \nof damage to any portion of the QWEST System.\n\n     (b) QWEST may route the FRONTIER Fibers through QWEST's separate terminal,\nendlink, POP or Regeneration Facilities at its sole discretion so long as such\nrouting does not have a material adverse effect on the security, the safety or\nFRONTIER's use of the FRONTIER Fibers or Associated Property hereunder and QWEST\nis responsible for all costs and expenses associated therewith.\n\n     7.2  (a)  The IRU Fee includes QWEST's provision to FRONTIER for its use as\npermitted hereunder of      \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n        regeneration site facilities along the Basic\nRoute, and      \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n        regeneration site facilities along the Optional Routes (consisting of \nup to \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n for Option Route 1, up to\n \n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n for Option Route 1A and up to \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n for \nOption Route 2, depending upon which of the Optional Routes are elected or \nrequired to be constructed pursuant to Section 1.3 hereof)       \nto be located at approximately sixty (60) mile intervals along the QWEST System\nright-of-way, in each case consisting of and providing space of approximately\n  \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n       square feet and amenities (except for the operating costs associated\ntherewith expressly required to be paid by FRONTIER pursuant to Section 8.2), as\ndescribed in Exhibit F (\"Regeneration Facilities\").  The parties acknowledge\nthat (i) the locations of such Regeneration Facilities shall be coincident with\nthe locations of QWEST's own Regeneration Facilities (and located at\napproximately 60-mile intervals), the locations of which QWEST shall notify\nFRONTIER with sufficient time (no less than ten working days) for FRONTIER to\nrequest a different location for any given facility, in which case the parties\nshall mutually agree on a mutually acceptable location for such facility, and\n(ii) Exhibit G sets forth the estimated number of such Regeneration Facilities\nby Segment, with the locations of such Regeneration Facilities being subject to\nfinal determination of the route of the applicable Segment, space and power\navailability and all applicable Underlying Rights Requirements.  In addition,\nQWEST shall provide to FRONTIER at FRONTIER's Prorated Cost (as defined below in\nthis paragraph (a)) POP or terminal facilities of approximately     \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n       square\nfeet along the QWEST System right-of-way at such locations as may be mutually\ndetermined by FRONTIER and QWEST, subject to space and power availability and\nUnderlying Rights Requirements        \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n         subject to space and power\navailability and underlying Rights Requirements.  FRONTIER's occupancy of and\naccess to all such Regeneration Facility Sites (or POP or terminal facilities)\nshall include separate, secured, 24-hour-per-day building access.  Any\nRegeneration Facilities (or POP or terminal facilities) provided by QWEST to\nFRONTIER        \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n          with respect to any of the Basic Route and the applicable\nOptional Routes shall be at FRONTIER's Prorated Cost.  For purposes of the\nforegoing two sentences, FRONTIER's Prorated Cost for Regeneration Facilities\nmeans $    \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n       per facility and for POP or terminal facilities means $    \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n       per\nfacility, subject to any adjustment (lower or higher) pursuant to Section 7.2(b)\nbelow.\n\n     (b) QWEST heretofore has requested (or promptly after execution of this\nAgreement will request) vendors to submit bids (collectively, the \"Initial\nBids\") that cover all or\nsubstantially all of the proposed Basic Segments of the QWEST System (plus the\nOptional Routes as and when included in any bid requests by QWEST) for the\nbuilding items listed below (collectively, the \"Building Items\").  QWEST has\ndelivered (or promptly after receipt thereof will deliver) to FRONTIER copies of\nsuch Initial Bids.  If the aggregate cost of the Building Items taking the\nlowest quoted cost per Building Item (subject to the last sentence of this\nparagraph) under any of the Initial Bids (the \"Initial Bid Aggregate Cost\") is\nequal to or less than the aggregate estimated cost for the Building Items set\nforth in the table below (the \"Estimated Aggregate Cost\"), then for 10 business\ndays thereafter, or if the Initial Bid Aggregate Cost is more than the Estimated\nAggregate Cost, then for 20 business days thereafter, FRONTIER may solicit from\nthe same or other vendors bids that cover all or substantially all of the Basic\nSegments of the QWEST System (plus the Optional Routes as and when included in\nany bid requests by QWEST) covering any of the Building Items (the \"FRONTIER\nSolicited Bids\"). Without regard to what Building Items QWEST actually purchases\nin connection with construction of the QWEST System, the lowest quoted cost per\nBuilding Item obtained under any of the Initial Bids and the Frontier Solicited\nBids (subject to the last sentence of this paragraph) shall then be used in\nplace of the cost set forth in the table below for the respective Building Item,\nand the allocated percentage of the total cost (which excludes freight and\ntaxes) attributable to FRONTIER as set forth in the table below shall be applied\naccordingly to the recalculated cost.  The aggregate FRONTIER allocation set\nforth in the table below shall be recalculated, and the Prorated Cost for\nRegeneration Facilities of $    \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n      per facility and the Prorated Cost of POPs (and\nterminal facilities) of $    \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n       per facility shall be increased or decreased, as\nappropriate, by the difference between such recalculated aggregate FRONTIER\nallocation and $    \n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR \nCONFIDENTIAL TREATMENT##\n\n      .  In determining whether a quote represents the \"lowest\nquoted cost\" for any particular Building Item, (i) such quote must meet all of\nQWEST's terms and specifications with respect to the applicable Building Item\nand (ii) QWEST shall take into account whether and to what extent such quote is\ncontingent upon any other quote for one or more other Building Items.\n\nFor purposes of this Section 7.2(b), the building items in Regeneration\nFacilities and\/or POPs or terminal facilities, their respective total cost, the\nEstimated Aggregate Cost of them and the allocated FRONTIER percentage with\nrespect to them are as follows:\n\n<\/pre>\n<table>\n<caption>\n<p>                                                          Allocation   Frontier<br \/>\n           Building Items             Total Cost of Item  Percentage  Allocation<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;  &#8212;&#8212;&#8212;-  &#8212;&#8212;&#8212;-<br \/>\n<s>                                   <c>                 <c>         <c><br \/>\nEquipment building,                   $<br \/>\n12&#8242; x 30&#8217;0.0                             <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>80 kW skid-mounted diesel generator<br \/>\n (Regeneration Facility)                                                <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<table>\n<caption>\n<s>                                   <c>                 <c>         <c><br \/>\n100 kW skid-mounted diesel generator<br \/>\n (POP)                                  <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>Two 5 ton wall mounted HVAC units<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> Battery Plant, 1,200 Amp  @ 48 VDC<br \/>\n  each for 400A of rectifiers<\/p>\n<p>   a.  Power distribution                <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>   b.  Rectifiers                        <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>   c.  Batteries (4 hr. reserve,<br \/>\n        dual 875 AH strings)             <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     Estimated Aggregate Cost          $   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>     (c) Payment by FRONTIER of its Prorated Cost, adjusted to give effect to<br \/>\nany adjustments (lower or higher) pursuant to Section 7.2(b), for any POP or<br \/>\nterminal facilities shall be paid to QWEST upon commencement of the construction<br \/>\nof the Segment of which they are a part.  Payment by FRONTIER of its Prorated<br \/>\nCost adjusted to give effect to any adjustments (lower or higher) pursuant to<br \/>\nSection 7.2(b), for Regeneration Facilities     <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>        shall be paid to QWEST upon<br \/>\ncommencement of the construction of the Segment of which they are a part    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     .<br \/>\nThe foregoing amounts paid by FRONTIER shall be finally trued up, with QWEST<br \/>\nreimbursing FRONTIER for any excess and FRONTIER paying QWEST for any<br \/>\ndeficiency, on (or as soon as thereafter as practicable) the last Acceptance<br \/>\nDate with respect to the Basic Segments, the last Acceptance Date with respect<br \/>\nto Segments in Option Route 1 or 1-A, and the last Acceptance Date with respect<br \/>\nto Segments in Option Route 2, in each case (i) based on the actual number of<br \/>\nRegeneration Facilities actually provided by QWEST     <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>       or POPs (or terminal<br \/>\nfacilities) with respect to the Basic Route and the applicable Optional Route<br \/>\nand (ii) adjusted to give effect to any adjustments (lower or higher) in the<br \/>\nFRONTIER&#8217;s Prorated Cost to which FRONTIER may be entitled under Section 7.2(b)<br \/>\nabove.<\/p>\n<p>                                 ARTICLE VIII.<\/p>\n<p>                                   OPERATIONS<br \/>\n                                   &#8212;&#8212;&#8212;-<\/p>\n<p>     8.1      Each party shall have full and complete control and responsibility<br \/>\nfor determining any network and service configuration or designs, routing<br \/>\nconfigurations, regrooming, rearrangement or consolidation of channels or<br \/>\ncircuits and all related functions with regard to the<br \/>\nuse of that party&#8217;s Dark Fiber.<\/p>\n<p>     8.2      FRONTIER shall reimburse QWEST for FRONTIER&#8217;s proportionate share<br \/>\nof all operating costs incurred by QWEST in connection with the Regeneration<br \/>\nFacilities (or alternatively requested POP or terminal facilities) provided<br \/>\npursuant to Section 7.2(a), including its proportionate share of any monthly<br \/>\nlease costs for any such facilities and\/or underlying property that QWEST leases<br \/>\n(including, to the extent included in such lease costs, base rent, maintenance,<br \/>\ninsurance, security and taxes), maintenance of such facilities, and all power<br \/>\nand utility fees and charges.  FRONTIER&#8217;s proportionate share of such operating<br \/>\ncosts, including a proportionate share of common area costs, shall be the ratio<br \/>\nthat the floor space provided to FRONTIER in any such facility (including a<br \/>\nproportionate share of the common area) bears to (i) in the case of lease costs,<br \/>\nthe total space in such facility, and (ii) in the case of all other costs<br \/>\n(including common area costs), the total utilized space in such facility.  QWEST<br \/>\nshall submit invoices to FRONTIER on an annual basis for FRONTIER&#8217;s pro rata<br \/>\nshare of such operating costs during the preceding twelve months.  FRONTIER&#8217;s<br \/>\nreimbursement obligations for insurance and taxes pursuant to this Section 8.2<br \/>\nshall in no event be duplicative of FRONTIER&#8217;s payment obligations for insurance<br \/>\nor taxes, respectively, as provided in Article XIV and XV hereof, and in no<br \/>\nevent shall relieve QWEST of its payment obligations for insurance costs or<br \/>\ntaxes, respectively, as provided in Article XIV and XV hereof.<\/p>\n<p>     8.3      FRONTIER acknowledges and agrees that, except to the extent<br \/>\nexpressly provided pursuant to Sections 1.2 and 7.2, QWEST is not supplying nor<br \/>\nis QWEST obligated to supply to FRONTIER any optronics or electronics or optical<br \/>\nor electrical equipment or other facilities, including without limitation,<br \/>\ngenerators, batteries, air conditioners, fire protection and monitoring and<br \/>\ntesting equipment, all of which are the sole responsibility of FRONTIER, nor is<br \/>\nQWEST responsible for performing any work other than as specified in this<br \/>\nAgreement.<\/p>\n<p>     8.4      Upon not less than one hundred twenty (120) days&#8217; written notice<br \/>\nfrom QWEST to FRONTIER, QWEST may, subject to FRONTIER&#8217;s prior written approval<br \/>\n(which approval shall not be unreasonably delayed or withheld) substitute for<br \/>\nthe FRONTIER Fibers on the QWEST System, or any Segment or Segments comprising a<br \/>\nportion of said QWEST System, an equal number of alternative fibers along the<br \/>\nsame or an alternative route; provided that in any such event, such substitution<br \/>\n                              &#8212;&#8212;&#8212;&#8212;-<br \/>\n(i) shall be in accordance with FRONTIER&#8217;s applicable specifications and<br \/>\noperating procedures, (ii) shall be effected at the sole cost of QWEST,<br \/>\nincluding, without limitation, all disconnect and reconnect costs, fees and<br \/>\nexpenses, (iii) shall be constructed and tested in accordance with the<br \/>\nspecifications and drawings set forth in Exhibits C and D and Section 4.2, and<br \/>\nincorporate fiber meeting the specifications set forth in Exhibit E, and (iv)<br \/>\nshall not interrupt or adversely affect the use, operation or performance of<br \/>\nFRONTIER&#8217;s network or business, or change any Connecting Points or endpoints of<br \/>\nany Segment or change the location of any Regeneration Facilities (or POPs or<br \/>\nterminal facilities) used by FRONTIER hereunder or any other FRONTIER POP, node<br \/>\nor switch facilities, all as determined by FRONTIER, in its sole discretion; and<\/p>\n<p>provided further that QWEST shall give FRONTIER written notice prior to QWEST&#8217;s<br \/>\nplacing any order for fiber for such alternative route segment or<br \/>\nsegments if the number of fibers to be placed in such alternative route segment<br \/>\nor segments exceeds the number of fibers in the Segment or Segments to be so<br \/>\nrelocated, and FRONTIER shall have a period of thirty (30) days from receipt of<br \/>\nsuch notice to commit, by written notice to QWEST, to acquire an IRU in an<br \/>\nadditional number of Dark Fibers (i.e., in excess of the number of FRONTIER<br \/>\nFibers to be so substituted) (subject to the availability of adequate conduit<br \/>\ncapacity) for a per-fiber IRU fee     <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>      .<\/p>\n<p>                                  ARTICLE IX.<\/p>\n<p>                   MAINTENANCE AND REPAIR OF THE QWEST SYSTEM<br \/>\n                   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     9.1      From and after the Acceptance Date with respect to each Segment,<br \/>\nthe maintenance of the QWEST System comprising such Segment shall be provided in<br \/>\naccordance with the maintenance requirements and procedures set forth in Exhibit<br \/>\nH hereto.<\/p>\n<p>                                   ARTICLE X.<\/p>\n<p>                     PERMITS; UNDERLYING RIGHTS; RELOCATION<br \/>\n                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     10.1      QWEST covenants and agrees that it shall obtain, during the<br \/>\ncourse of construction of, and in any event on or before the completion of<br \/>\nconduit installation with respect to, each Segment of conduit to be delivered<br \/>\nhereunder all Underlying Rights (as defined below) and such other rights,<br \/>\nlicenses, permits, authorizations, and approvals (including, without limitation,<br \/>\nany necessary local, state, federal or tribal authorizations and environmental<br \/>\npermits) that are necessary in order to permit QWEST to construct, install and<br \/>\nmaintain the conduit and the FRONTIER Fibers to be encompassed in such Segment<br \/>\nin accordance with the terms and conditions hereof.  QWEST further covenants and<br \/>\nagrees that it shall obtain, during the course of construction of and in any<br \/>\nevent on or before the Acceptance Date with respect to each Segment to be<br \/>\ndelivered hereunder, any and all rights-of way, easements, licenses and other<br \/>\nagreements relating to the grant of rights and interests in and\/or access to the<br \/>\nreal property underlying the QWEST System (collectively, the &#8220;Underlying<br \/>\nRights&#8221;) and such other rights, licenses, permits, authorizations, and approvals<br \/>\n(including without limitation, any necessary local, state, federal or tribal<br \/>\nauthorizations and environmental permits) that are necessary in order to permit<br \/>\nQWEST to grant the IRUs, and otherwise to perform its obligations hereunder, in<br \/>\naccordance with the terms and conditions hereof, and to (and all of which<br \/>\nUnderlying Rights shall) permit FRONTIER to use the FRONTIER Fibers and<br \/>\nAssociated Property as provided and permitted hereunder and in accordance with<br \/>\nthe terms and conditions hereof.  QWEST shall use its best efforts to cause the<br \/>\nterms of each such Underlying Right to provide FRONTIER with notice of any<br \/>\ndefault on the part of QWEST and to permit FRONTIER to cure, on behalf of QWEST,<br \/>\nany such default by QWEST and, thereafter, to continue the use of such<br \/>\nUnderlying Right in accordance with QWEST&#8217;s rights and interests thereunder and,<br \/>\nif FRONTIER at any time cures such default by QWEST, QWEST shall reimburse<br \/>\nFRONTIER for any and all amounts reasonably paid by<br \/>\nFRONTIER promptly upon demand.<\/p>\n<p>     10.2      QWEST further covenants and agrees that, with respect to each<br \/>\nUnderlying Right that is necessary in order to continue and maintain the IRUs<br \/>\ngranted hereunder, and to permit FRONTIER to exercise its rights to use the<br \/>\nFRONTIER Fibers and Associated Property, in each case in accordance with the<br \/>\nterms and conditions hereof:<\/p>\n<p>     (i) QWEST shall, for a period of     <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>       years from the date hereof (or until<br \/>\nthe earlier to occur of (A) the expiration of the economically useful life of<br \/>\nthe FRONTIER Fibers, as determined pursuant to Section 6.2, or (B) the<br \/>\nexpiration or termination of the term of a particular Underlying Right, so long<br \/>\nas any such termination is not effected as a result of any failure of QWEST (not<br \/>\ncaused as a result of FRONTIER&#8217;s failure to observe and perform its obligations<br \/>\nhereunder) to observe and perform its duties, obligations and responsibilities<br \/>\nunder such Underlying Right or under this Agreement, including under this<br \/>\nArticle X), observe and perform each and every of its obligations under each<br \/>\ndocument, agreement or instrument granting or conveying to QWEST such an<br \/>\nUnderlying Right if the failure to observe and perform any such obligation or<br \/>\nobligations would permit the grantor of such Underlying Right to terminate such<br \/>\nUnderlying Right prior to its stated expiration date, or would otherwise<br \/>\nmaterially, adversely impair or affect FRONTIER&#8217;s ability to use the FRONTIER<br \/>\nFibers and Associated Property, or exercise its rights with respect thereto, as<br \/>\nprovided and permitted hereunder; and<\/p>\n<p>     (ii) QWEST shall either require that the initial stated term of each such<br \/>\nUnderlying Right be for a period that does not expire, in accordance with its<br \/>\nordinary terms, prior to the last day of the Minimum Period (as hereinafter<br \/>\ndefined with respect to each Segment) or, if the initial stated term of any such<br \/>\nUnderlying Right expires, in accordance with its ordinary terms, on a date<br \/>\nearlier than the last day of the Minimum Period, QWEST shall at its cost<br \/>\nexercise any renewal rights thereunder, or otherwise acquire such extensions,<br \/>\nadditions and\/or replacements as may be necessary, in order to cause the stated<br \/>\nterm thereof to be continued until a date that is not earlier than the last day<br \/>\nof the Minimum Period.  The &#8220;Minimum Period&#8221; shall be, with respect to each<br \/>\nSegment, the period from the date on which construction of such Segment<br \/>\ncommences until the     <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>       anniversary of such date; and<\/p>\n<p>     (iii)            From and after the last day of the Minimum Period, QWEST<br \/>\nshall use its best efforts (without being required to expend commercially<br \/>\nunreasonably amounts therefor) to obtain such extensions and\/or renewals as may<br \/>\nbe necessary in order to cause the stated term of each such Underlying Right to<br \/>\nbe continued for an additional period or periods of, in the aggregate,     <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>years following the Minimum Period or until the earlier expiration of the<br \/>\neconomically useful life of the FRONTIER Fibers, as determined pursuant to<br \/>\nSection 6.2; provided that QWEST shall not be required to expend, as<br \/>\n             &#8212;&#8212;&#8212;&#8212;-<br \/>\nconsideration for any such renewal or extension, more than the fair market rate<br \/>\npayable at such time for similar rights and terms except<br \/>\nto the extent that FRONTIER agrees at its option to pay directly or reimburse<br \/>\nQWEST for any amounts required to be paid in excess of such fair market rate to<br \/>\nrenew or extend such an Underlying Right; and<\/p>\n<p>     (iv) Throughout the term of each such Underlying Right, QWEST shall at its<br \/>\nreasonable cost and expense defend and protect QWEST&#8217;s rights in and interests<br \/>\nunder the Underlying Rights against interfering or infringing rights, interests<br \/>\nor claims of third parties.<\/p>\n<p>     10.3      Upon the expiration or termination of any Underlying Right that<br \/>\nis necessary in order to grant, continue or maintain an IRU granted hereunder in<br \/>\naccordance with the terms and conditions hereof, so long as QWEST shall have<br \/>\nfully observed and performed its obligations under this Article X with respect<br \/>\nthereto, the Term of the IRUs hereunder with respect to any Segment or Segments<br \/>\naffected thereby shall automatically expire upon such expiration or termination.<\/p>\n<p>     10.4      If, after the Acceptance Date with respect to a Segment, QWEST is<br \/>\nrequired by a third party with legal authority to so require (including, without<br \/>\nlimitation, the grantor of an Underlying Right, but only to the extent that such<br \/>\nrelocation is not required as a result of a failure by QWEST to observe and<br \/>\nperform its obligations under such Underlying Right or this Agreement), or if<br \/>\nFRONTIER agrees, to relocate any portion of such Segment including any of the<br \/>\nfacilities used or required in providing the IRUs in such Segment hereunder,<br \/>\nQWEST shall proceed with such relocation, including, but not limited to, the<br \/>\nright, in good faith, to reasonably determine the extent of, the timing of, and<br \/>\nmethods to be used for such relocation; provided that (i) the route of any such<br \/>\n                                        &#8212;&#8212;&#8212;&#8212;-<br \/>\nrelocation shall be subject to the good faith agreement of the parties with a<br \/>\nbona fide interest therein, (ii) FRONTIER shall be kept fully informed of all<br \/>\nother determinations made by QWEST in connection with such relocation, and (iii)<br \/>\nany such relocation shall be constructed and tested in accordance with the<br \/>\nspecifications and drawings set forth in Exhibits C and D, and incorporate fiber<br \/>\nmeeting the specifications set forth in Exhibit E.  FRONTIER shall reimburse<br \/>\nQWEST for its proportionate share of the Costs of such relocation of the portion<br \/>\nof the Segment so relocated, reduced by such amount, if any, of the portion of<br \/>\nsuch Costs as are reimbursed to QWEST by the party requiring such relocation, as<br \/>\nfollows:  (i) if the affected portion of the Segment includes any conduit other<br \/>\nthan the conduit housing the FRONTIER Fibers for which QWEST is responsible for<br \/>\nrelocation costs, the total Costs of relocation of the conduits (i.e.,<br \/>\nrelocation of the conduits only without regard to whether the conduits contain<br \/>\nfibers) shall be allocated based on the overall number of conduits relocated;<br \/>\n(ii) such Costs allocated to the conduit carrying the FRONTIER Fibers plus the<br \/>\nCosts specifically associated with the relocation of the fiber (i.e., relocation<br \/>\nof the fiber only without regard to relocation of conduit) shall be further<br \/>\nallocated to FRONTIER based on FRONTIER&#8217;s proportionate share of (A) all Costs<br \/>\nof fiber acquisitions, splicing and testing, prorated based on the total fiber<br \/>\ncount in the affected Cable, as so relocated, and (B) all other Costs associated<br \/>\nwith the relocation of the conduit housing the affected Cable, prorated based on<br \/>\nthe total number of owners (including QWEST) and holders of IRUs or equivalent<br \/>\ninterests (including long-term lessees) (each, an &#8220;Interest Holder&#8221;) in the<br \/>\naffected Cable, as so relocated.  FRONTIER shall<br \/>\nhave the right to review and audit all Costs incurred in connection with such<br \/>\nrelocation. QWEST shall deliver to FRONTIER updated As-Builts with respect to<br \/>\nthe relocated Segment not later than sixty (60) days following the completion of<br \/>\nsuch relocation.  Any condemnation or taking under the power of eminent domain<br \/>\nof all or any portion of a Segment shall be deemed a relocation required by a<br \/>\nthird party with legal authority to so require, and such affected Segment, or<br \/>\nportion thereof, shall be relocated in accordance with this Section 10.4 and any<br \/>\ncondemnation proceeds received by QWEST shall be applied to such relocation as<br \/>\nprovided above.<\/p>\n<p>     10.5      QWEST acknowledges that FRONTIER has previously committed to<br \/>\nacquire a certain number of miles of right-of-way from ConRail (the &#8220;ConRail<br \/>\nROW&#8221;).  If determined practical by QWEST in its reasonable business judgment,<br \/>\nand provided that the cost and other terms and conditions of acquiring and<br \/>\nutilizing part or all of the ConRail ROW are not greater or more restrictive and<br \/>\ndo not provide lesser rights than any other Underlying Right which QWEST may be<br \/>\nhereafter required to acquire in constructing the QWEST System, QWEST shall<br \/>\ncooperate with FRONTIER and acquire and utilize the ConRail ROW, or applicable<br \/>\nportions thereof, in satisfaction of the FRONTIER commitment to ConRail.  In<br \/>\nsuch event, the IRU Fee payable hereunder with respect to any Segment on the<br \/>\nConRail ROW shall be adjusted as agreed by the parties.<\/p>\n<p>                                  ARTICLE XI.<\/p>\n<p>                              USE OF QWEST SYSTEM<br \/>\n                              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     11.1      The requirements, restrictions, and\/or limitations upon<br \/>\nFRONTIER&#8217;s right to use the FRONTIER  Fibers and Associated Property as provided<br \/>\nand permitted under this Agreement imposed under, and associated safety,<br \/>\noperational and other rules and regulations imposed in connection with, the<br \/>\nUnderlying Rights are referred to collectively as the &#8220;Underlying Rights<br \/>\nRequirements.&#8221;  QWEST represents and warrants that, it has made available to<br \/>\nFRONTIER for its review and inspection a copy of certain documents, agreements,<br \/>\nor instruments pursuant to which QWEST has been granted an Underlying Right as<br \/>\nof the date hereof (the &#8220;Existing Underlying Rights&#8221;), and certain associated<br \/>\nsafety, operational and other rules and regulations imposed in connection with<br \/>\nthe exercise of its rights thereunder (all of which are identified on Exhibit J<br \/>\nhereto).  FRONTIER hereby accepts the Existing Underlying Rights and the<br \/>\nUnderlying Rights Requirements associated therewith.  QWEST represents that it<br \/>\nis not in default under any of the Existing Underlying Rights that would permit<br \/>\nthe grantor of such Underlying Right to terminate such Underlying Right prior to<br \/>\nits stated expiration date, or would otherwise materially, adversely impair or<br \/>\naffect FRONTIER&#8217;s ability to use the FRONTIER Fibers and Associated Property, or<br \/>\nexercise its rights with respect thereto, as provided and permitted hereunder,<br \/>\nand, to the best of its knowledge, none of the grantors are in default under the<br \/>\nExisting Underlying Rights.  With respect to each Underlying Right (other than<br \/>\nthe Existing Underlying Rights) obtained after the date hereof by QWEST (or an<br \/>\nUnderlying Right existing on the date hereof under any document, agreement or<br \/>\ninstrument delivered after the date hereof) in carrying out its obligations<br \/>\nhereunder from the same type of grantor as a grantor of any<br \/>\nExisting Underlying Right, QWEST represents and warrants that the terms and<br \/>\nconditions thereof, and rules and regulations imposed in connection therewith,<br \/>\nshall not impose materially more onerous limitations and restrictions on the<br \/>\nrights of FRONTIER to use the FRONTIER Fibers and Associated Property as<br \/>\npermitted and provided hereunder than those imposed by such type of grantor<br \/>\nunder and in connection with the Existing Underlying Rights and Underlying<br \/>\nRights Requirements associated therewith.  To the extent that any such<br \/>\nUnderlying Right documents, agreements or instruments were or hereafter are<br \/>\nprovided in a redacted format to protect confidential and proprietary business<br \/>\nterms, QWEST represents and warrants that no language or information so redacted<br \/>\nconstitutes an Underlying Rights Requirement nor otherwise imposes material<br \/>\nrequirements, restrictions and\/or limitations upon FRONTIER&#8217;s right to use the<br \/>\nFRONTIER Fibers and Associated Property as provided and permitted hereunder.<br \/>\nQWEST represents to FRONTIER that the map heretofore provided to FRONTIER<br \/>\ndelineating the general location of rights of way, easements and other rights<br \/>\nheld by QWEST under the principal agreements evidencing the Existing Underlying<br \/>\nRights is a true and complete depiction, in all material respects, with respect<br \/>\nto the general location of such Existing Underlying Rights that relate to the<br \/>\nFRONTIER Fibers to be installed along the QWEST System as contemplated by this<br \/>\nAgreement.<\/p>\n<p>     11.2      FRONTIER represents, warrants and covenants that it will use the<br \/>\nFRONTIER Fibers and Associated Property in compliance with (i) all applicable<br \/>\ngovernment codes, ordinances, laws, rules, regulations and\/or restrictions, and<br \/>\n(ii) subject to QWEST&#8217;s obligations under Section 11.1, the Underlying Rights<br \/>\nRequirements.<\/p>\n<p>     11.3      In addition to the other rights provided hereunder, but subject<br \/>\nto the provisions of Article VII, the IRUs granted hereunder shall include the<br \/>\nright at FRONTIER&#8217;s cost to install additional equipment, or replace existing<br \/>\nequipment, in the facility space provided to FRONTIER pursuant to Article VII,<br \/>\nsubject to the Underlying Rights Requirements.<\/p>\n<p>     11.4      QWEST agrees and acknowledges that it has no right to use the<br \/>\nFRONTIER Fibers during the Term hereof, and that, from and after the effective<br \/>\ndate of the grant of each IRU hereunder, QWEST shall keep the FRONTIER Fibers,<br \/>\nthe Associated Property and the IRUs granted hereunder (other than any<br \/>\nAssociated Property (excluding any Associated Property that may be covered by<br \/>\nthe Pre-Existing Cal-Fiber Lien as to which QWEST agrees to use its best efforts<br \/>\nto provide a nondisturbance agreement substantially to the effect described in<br \/>\nthe next sentence) as to which QWEST shall have provided to FRONTIER a<br \/>\nnondisturbance agreement substantially to the effect as described in the next<br \/>\nsentence) free from (i) any liens of any third party attributable to QWEST, and<br \/>\n(ii) any rights or claims of any third party attributable to QWEST, as and to<br \/>\nthe extent required pursuant to Article X hereof. In addition, QWEST agrees<br \/>\nthat, from and after the execution of this Agreement and until the effective<br \/>\ndate of the grant of each IRU hereunder with respect to any Segment, it shall<br \/>\nobtain from any entity in favor of which QWEST in its discretion shall have<br \/>\ngranted a security interest or lien on all or part of such<br \/>\nSegment (excluding the Pre-Existing Cal-Fiber Lien) a written nondisturbance<br \/>\nagreement substantially to the effect that such lienholder acknowledges<br \/>\nFRONTIER&#8217;s rights and interests in and to the FRONTIER Fibers, the Associated<br \/>\nProperty and the IRU&#8217;s hereunder and agrees that the same shall not be<br \/>\ndiminished, disturbed, impaired or interfered with by such lienholder.<\/p>\n<p>     11.5      Subject to the provisions of Article XXV and this Article XI,<br \/>\nFRONTIER may use the FRONTIER Fibers, the Associated Property and the IRUs for<br \/>\nany lawful telecommunications purpose.  For purposes of this Section 11.5<br \/>\n&#8220;telecommunications&#8221; shall have the meaning as used and interpreted in 47 U.S.C.<br \/>\n&#8216; 153(2)(43).  FRONTIER agrees and acknowledges that it has no right to use any<br \/>\nof the fibers, other than the FRONTIER Fibers, included in the Cable or<br \/>\notherwise incorporated in the QWEST System, and that FRONTIER shall keep any and<br \/>\nall of the QWEST System, other than the IRU in the FRONTIER Fibers or in the<br \/>\nAssociated Property, free from any liens, rights or claims of any third party<br \/>\nattributable to FRONTIER.<\/p>\n<p>     11.6      FRONTIER and QWEST shall promptly notify each other of any<br \/>\nmatters pertaining to, or the occurrence (or impending occurrence) of, any event<br \/>\nwhich could give rise to any damage or impending damage to or loss of the QWEST<br \/>\nSystem that are known to such party.  Without limiting the generality of the<br \/>\nforegoing, QWEST shall promptly forward to FRONTIER a copy of any notice of<br \/>\ndefault received by QWEST with respect to its obligations under any Underlying<br \/>\nRight if such default is not promptly cured by QWEST.<\/p>\n<p>     11.7      FRONTIER shall not use the FRONTIER Fibers in a way which<br \/>\nphysically interferes in any way with or adversely affects the use of the fibers<br \/>\nor cable of any other person using the QWEST System, it being expressly<br \/>\nacknowledged that the QWEST System includes or will include other participants,<br \/>\nincluding QWEST and other owners and holders of Dark Fiber IRUs and<br \/>\ntelecommunication system operations.  QWEST shall not use any other fibers in<br \/>\nthe QWEST System in a way which physically interferes with or adversely affects<br \/>\nthe use of the FRONTIER Fibers, and shall obtain a similar agreement from any<br \/>\nperson that acquires the right to use fibers in the QWEST System after the date<br \/>\nhereof.<\/p>\n<p>     11.8      FRONTIER and QWEST each agree to cooperate with and support the<br \/>\nother in complying with any requirements applicable to their respective rights<br \/>\nand obligations hereunder by any governmental or regulatory agency or authority.<\/p>\n<p>     11.9      QWEST agrees, so long as any such action would not violate the<br \/>\nterms of any Underlying Right, upon request of FRONTIER, to execute, file and\/or<br \/>\nrecord such documents or instruments as FRONTIER shall deem reasonably necessary<br \/>\nor appropriate to evidence or safeguard the IRUs granted to FRONTIER hereunder.<br \/>\nFRONTIER agrees to reimburse QWEST for all reasonable costs and out-of-pocket<br \/>\nexpenses (including, without limitation, reasonable fees and expenses of legal<br \/>\ncounsel) incurred by QWEST in fulfilling its obligations under this Section<br \/>\n11.9.<\/p>\n<p>                                  ARTICLE XII.<\/p>\n<p>                                INDEMNIFICATION<br \/>\n                                &#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     12.1      Subject to the provisions of Articles XIII and XVIII, QWEST<br \/>\nhereby releases and agrees to indemnify, defend, protect and hold harmless<br \/>\nFRONTIER and its employees, officers and directors, from and against, and<br \/>\nassumes liability for:<\/p>\n<p>     (a) Any injury, loss or damage to any person (including FRONTIER), tangible<br \/>\nproperty or facilities of any person or entity (including reasonable attorneys&#8217;<br \/>\nfees and costs) to the extent arising out of or resulting from the acts or<br \/>\nomissions, negligent or otherwise, of QWEST, its officers, employees, servants,<br \/>\naffiliates, agents, contractors, licensees, invitees or vendors arising out of<br \/>\nor in connection with a default (other than a default caused by a failure of<br \/>\nFRONTIER to perform or comply with its obligations hereunder) by QWEST in the<br \/>\nperformance of its obligations or breach of its representations under this<br \/>\nAgreement (including, without limitation, any default by QWEST in the<br \/>\nperformance of its obligations under Article X with respect to the Underlying<br \/>\nRights and under Article XI with respect to its use of the QWEST System); and<\/p>\n<p>     (b) Any claims, liabilities or damages, including reasonable attorneys&#8217;<br \/>\nfees and costs, arising out of any violation by QWEST of any regulation, rule,<br \/>\nstatute or court order of any local, state or federal governmental agency, court<br \/>\nor body in connection with the performance of its obligations under this<br \/>\nAgreement.<\/p>\n<p>     12.2      Subject to the provisions of Articles XIII and XVIII, FRONTIER<br \/>\nhereby releases and agrees to indemnify, defend, protect and hold harmless<br \/>\nQWEST, and its employees, officers and directors, from and against, and assumes<br \/>\nliability for:<\/p>\n<p>     (a) Any injury, loss or damage to any person (including QWEST), tangible<br \/>\nproperty or facilities of any person or entity (including reasonable attorneys&#8217;<br \/>\nfees and costs) to the extent arising out of or resulting from the acts or<br \/>\nomissions, negligent or otherwise, of FRONTIER, its officers, employees,<br \/>\nservants, affiliates, agents, contractors, licensees, invitees or vendors<br \/>\narising out of or in connection with a default (other than a default caused by a<br \/>\nfailure of QWEST to perform or comply with its obligations hereunder) by<br \/>\nFRONTIER in the performance of its obligations or breach of its representations<br \/>\nunder this Agreement (including, without limitation, any default by FRONTIER in<br \/>\nthe performance of its obligations under Article XI with respect to its use of<br \/>\nthe QWEST System); and<\/p>\n<p>     (b) Any claims, liabilities or damages, including reasonable attorneys&#8217;<br \/>\nfees and costs, arising out of any violation by FRONTIER of any regulation,<br \/>\nrule, statute or court order of any local, state or federal governmental agency,<br \/>\ncourt or body in connection with its use of the IRUs and\/or the FRONTIER Fibers<br \/>\nand Associated Property hereunder.<\/p>\n<p>     12.3      The parties agree to promptly provide each other with notice of<br \/>\nany lawsuit, judicial, administrative or other dispute resolution action or<br \/>\nproceeding, or claim of which it becomes aware and which it believes may result<br \/>\nin an indemnification obligation hereunder (each, an &#8220;Action&#8221;); provided that<br \/>\n                                                                &#8212;&#8212;&#8212;&#8212;-<br \/>\nthe failure to provide any such notice shall not affect the indemnifying party&#8217;s<br \/>\nindemnification obligation unless the indemnifying party is actually prejudiced<br \/>\nby the failure to receive such notice.  After receipt of any such notice, if the<br \/>\nindemnifying party shall acknowledge in writing to the indemnified party that<br \/>\nthe indemnifying party shall be obligated under the terms of this indemnity<br \/>\nhereunder in connection with such Action, then the indemnifying party shall be<br \/>\nentitled, if it so elects (i) to take control of the defense and investigation<br \/>\nof such Action, (ii) to employ and engage attorneys of its own choice to handle<br \/>\nand defend the same, at the indemnifying party&#8217;s cost, risk and expense unless<br \/>\nthe named parties to such action or proceeding include both the indemnifying<br \/>\nparty and the indemnified party and the indemnified party has been advised in<br \/>\nwriting by counsel that there may be one or more legal defenses available to<br \/>\nsuch indemnified party that are different from or additional to those available<br \/>\nto the indemnifying party, in which case the indemnified party shall also have<br \/>\nthe right to employ its own counsel in any such case with the reasonable fees<br \/>\nand expenses of such counsel being borne by the indemnifying party, and (iii) to<br \/>\ncompromise or settle such Action, which compromise or settlement shall be made<br \/>\nonly with the written consent of the indemnified party, such consent not to be<br \/>\nunreasonably withheld.  Notwithstanding anything in this Section 12.3 to the<br \/>\ncontrary, (i) if there is a reasonable probability that an indemnifiable claim<br \/>\nmay materially adversely affect the indemnified party, other than as a result of<br \/>\nmoney damages or other money payments, the indemnified party shall have the<br \/>\nright to participate in such defense, compromise or settlement and the<br \/>\nindemnifying party shall not, without the indemnified party&#8217;s written consent<br \/>\n(which consent shall not be unreasonably withheld), settle or compromise any<br \/>\nindemnifiable claim or consent to entry of any judgment in respect thereof<br \/>\nunless such settlement, compromise or consent includes as an unconditional term<br \/>\nthereof the giving by the claimant or the plaintiff to the indemnified party a<br \/>\nrelease from all liability in respect of such indemnifiable claim.<\/p>\n<p>     12.4      The parties hereby expressly recognize and agree that each<br \/>\nparty&#8217;s said obligation to indemnify, defend, protect and save the other<br \/>\nharmless is not a material obligation to the continuing performance of the<br \/>\nparties&#8217; other obligations, if any, hereunder.  In the event that a party shall<br \/>\nfail for any reason to so indemnify, defend, protect and save the other<br \/>\nharmless, the injured party hereby expressly recognizes that its sole remedy in<br \/>\nsuch event shall be the right to bring legal proceedings against the other party<br \/>\nfor its damages as a result of the other party&#8217;s said failure to indemnify,<br \/>\ndefend, protect and save harmless.  The obligations of the parties under this<br \/>\nArticle XII shall survive the expiration or termination of this Agreement.<\/p>\n<p>     12.5      Nothing contained herein shall operate as a limitation on the<br \/>\nright of either party hereto to bring an action for damages against any third<br \/>\nparty, including indirect, special or consequential damages, based on any acts<br \/>\nor omissions of such third party as such acts or omissions may affect the<br \/>\nconstruction, operation or use of the FRONTIER Fibers or the QWEST System;<br \/>\nprovided, however, that each party hereto shall assign such rights or claims,<br \/>\nexecute such documents and do whatever else may be reasonably necessary to<br \/>\nenable the other party to pursue any such action against such third party.<\/p>\n<p>                                 ARTICLE XIII.<\/p>\n<p>                            LIMITATION OF LIABILITY<br \/>\n                            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     13.1      Notwithstanding any provision of this Agreement to the contrary,<br \/>\nexcept to the extent caused by its own willful misconduct, neither party shall<br \/>\nbe liable to the other party for any special, incidental, indirect, punitive or<br \/>\nconsequential damages, whether foreseeable or not, arising out of, or in<br \/>\nconnection with such party&#8217;s failure to perform its respective obligations or<br \/>\nbreach of its respective representations hereunder, including, but not limited<br \/>\nto, loss of profits or revenue (whether arising out of transmission<br \/>\ninterruptions or problems, any interruption or degradation of service or<br \/>\notherwise), cost of capital, or claims of customers, in each case whether<br \/>\noccasioned by any construction, reconstruction, relocation, repair or<br \/>\nmaintenance performed by, or failed to be performed by, the other party or any<br \/>\nother cause whatsoever, including breach of contract, breach of warranty,<br \/>\nnegligence, or strict liability, all claims with respect to which such special,<br \/>\nincidental, indirect, punitive or consequential damages are hereby specifically<br \/>\nwaived.  Nothing contained herein shall be construed to prohibit or reduce the<br \/>\npayment by QWEST of the amounts described in Section 18.2 and which the parties<br \/>\nacknowledge are the sole rights and remedies of FRONTIER to the extent provided<br \/>\nin Section 18.2(e).<\/p>\n<p>                                  ARTICLE XIV.<\/p>\n<p>                                   INSURANCE<br \/>\n                                   &#8212;&#8212;&#8212;<\/p>\n<p>     14.1      During the construction period with respect to any Segment, and<br \/>\nuntil the Acceptance Date with respect thereto, QWEST shall procure and maintain<br \/>\nin force the following insurance coverage from companies lawfully approved to do<br \/>\nbusiness in the state where the construction will be performed:<\/p>\n<p>     (a) not less than $5,000,000 combined single-limit liability insurance, on<br \/>\nan occurrence basis, for personal injury and property damage, including, without<br \/>\nlimitation, injury or damage arising from the operation of vehicles or equipment<br \/>\nand liability for completed operations;<\/p>\n<p>     (b) workers&#8217; compensation insurance in amounts required by applicable law<br \/>\nand employers&#8217; liability insurance with a limit of at least $1,000,000 per<br \/>\noccurrence;<\/p>\n<p>     (c) automobile liability insurance covering death or injury to any person<br \/>\nor persons, or damage to property arising from the operation of vehicles or<br \/>\nequipment, with limits of not less than $2,000,000 per occurrence; and<\/p>\n<p>     (d) any other insurance coverages required pursuant to QWEST&#8217;s right-of-way<br \/>\nagreements with railroads or other third parties.<\/p>\n<p>     QWEST shall require its subcontractors who are engaged in connection with<br \/>\nthe construction of the QWEST System to maintain insurance in the types and<br \/>\namounts as would be obtained by a prudent person to provide adequate protection<br \/>\nagainst loss.  In all circumstances, QWEST shall require its subcontractors to<br \/>\ncarry a minimum of $1,000,000 in commercial general liability; and<\/p>\n<p>     (e) FRONTIER shall be listed as an additional insured on all policies set<br \/>\nforth above, except workers&#8217; compensation.  QWEST shall provide to FRONTIER a<br \/>\ncertificate of insurance evidencing such insurance coverage.  Evidence of<br \/>\ninsurance furnished shall contain a clause stating FRONTIER &#8220;shall be notified<br \/>\nin writing at least thirty (30) days prior to any cancellation of, or any<br \/>\nmaterial change or new exclusions in the policy.&#8221;<\/p>\n<p>     14.2      Following the Acceptance Date with respect to each Segment, and<br \/>\nthroughout the remaining term of the IRU with respect to such Segment, each<br \/>\nparty shall procure and maintain in force, at its own expense:<\/p>\n<p>     (a) not less than $5,000,000 combined single limit liability insurance, on<br \/>\nan occurrence basis, for personal injury and property damage, including, without<br \/>\nlimitation, injury or damage arising from the operation of vehicles or equipment<br \/>\nand liability for completed operations;<\/p>\n<p>     (b) workers&#8217; compensation insurance in amounts required by applicable law<br \/>\nand employers&#8217; liability insurance with a limit of at least $1,000,000 per<br \/>\noccurrence;<\/p>\n<p>     (c) automobile liability insurance covering death or injury to any person<br \/>\nor persons, or damage to property arising from the operation of vehicles or<br \/>\nequipment, with limits of not less than $2,000,000 per occurrence; and<\/p>\n<p>     (d) any other insurance coverages specifically required of such party<br \/>\npursuant to QWEST&#8217;s right-of-way agreements with railroads or other third<br \/>\nparties.<\/p>\n<p>     14.3      Both parties expressly acknowledge that a party shall be deemed<br \/>\nto be in compliance with the provisions of this Article if it maintains an<br \/>\napproved self insurance program providing for a retention of up to $1,000,000.<br \/>\nIf either party provides any of the foregoing coverages on a claims-made basis,<br \/>\nsuch policy or policies shall be for at least a three-year extended reporting or<br \/>\ndiscovery period.  Unless otherwise agreed, FRONTIER&#8217;s and QWEST&#8217;s insurance<br \/>\npolicies shall be obtained and maintained with companies rated &#8220;A&#8221; or better by<br \/>\nBest&#8217;s Key Rating Guide and each party shall provide the other with an insurance<br \/>\ncertificate confirming compliance with this requirement for each policy<br \/>\nproviding such required coverage.<\/p>\n<p>     14.4      In the event either party fails to obtain the required insurance<br \/>\nor to obtain the required certificates from any contractor and a claim is made<br \/>\nor suffered, such party shall indemnify and hold harmless the other party from<br \/>\nany and all claims for which the required insurance would have provided<br \/>\ncoverage.  Further, in the event of any such failure which continues after seven<br \/>\n(7) days&#8217; written notice thereof by the other party, such other party may, but<br \/>\nshall not be obligated to, obtain such insurance and will have the right to be<br \/>\nreimbursed for the cost of such insurance by the party failing to obtain such<br \/>\ninsurance.<\/p>\n<p>     14.5      In the event coverage is denied or reimbursement of a properly<br \/>\npresented claim is disputed by the carrier for insurance provided above, the<br \/>\nparty carrying such coverage shall make good-faith efforts to pursue such claim<br \/>\nwith its carrier.<\/p>\n<p>     14.6      FRONTIER and QWEST shall each obtain from the insurance companies<br \/>\nproviding the coverages required by this Agreement the permission of such<br \/>\ninsurers to allow such party to waive all rights of subrogation and such party<br \/>\ndoes hereby waive all rights of said insurance companies to subrogation against<br \/>\nthe other party, its parent corporation, affiliates, subsidiaries, assignees,<br \/>\nofficers, directors, and employees or any other party entitled to indemnity<br \/>\nunder this Agreement.<\/p>\n<p>                                  ARTICLE XV.<\/p>\n<p>                 TAXES, FEES AND OTHER GOVERNMENTAL IMPOSITIONS<br \/>\n                 &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     15.1      The parties acknowledge and agree that it is their mutual<br \/>\nobjective and intent to (i) minimize, to the extent feasible, the aggregate<br \/>\nImpositions (as defined in Section 33.1(e)) payable with respect to the QWEST<br \/>\nSystem and (ii) share such Impositions according to their respective interests<br \/>\nin the QWEST System , and that they will cooperate with each other and<br \/>\ncoordinate their mutual efforts to achieve such objectives in accordance with<br \/>\nthe provisions of this Article XV.<\/p>\n<p>     15.2      QWEST shall be responsible for and shall timely pay any and all<br \/>\nImpositions with respect to the construction or operation of the QWEST System<br \/>\nwhich Impositions are (i) imposed or assessed prior to the Acceptance Date, (ii)<br \/>\nimposed or assessed with respect to events which occurred or property rights or<br \/>\nobligations of QWEST which existed prior to the acceptance date; or (iii)<br \/>\nimposed or assessed (regardless of the time) with respect to the QWEST System in<br \/>\nexchange for the approval of construction in the original agreement which<br \/>\nresulted in the granting of an Underlying Right.  Notwithstanding the foregoing<br \/>\nobligations, QWEST shall have the right to challenge any such Impositions so<br \/>\nlong as the challenge of such Impositions does not materially, adversely affect<br \/>\nthe title, rights or property to be delivered to FRONTIER pursuant hereto.<\/p>\n<p>     15.3      Except as to Impositions described in paragraphs (ii) and (iii)<br \/>\nof Section 15.2, following the Acceptance Date, QWEST shall timely pay any and<br \/>\nall Impositions imposed upon or with respect to the QWEST System to the extent<br \/>\nsuch Impositions may not feasibly be<br \/>\nseparately assessed or imposed upon or against the respective ownership<br \/>\ninterests of QWEST and FRONTIER in the QWEST System; provided that, upon receipt<br \/>\nof a notice of any such Imposition, QWEST shall promptly notify FRONTIER of such<br \/>\nImposition and following payment of such Imposition by QWEST, FRONTIER shall<br \/>\npromptly reimburse QWEST for its proportionate share of such Imposition, which<br \/>\nshare shall be determined (i) to the extent possible, based upon the manner and<br \/>\nmethodology used by the particular authority imposing such Impositions (e.g., on<br \/>\nthe cost of the relative property interests, historic or projected revenue<br \/>\nderived therefrom, or any combination thereof) and, if based upon projected<br \/>\nrevenue or gross receipts, then based on the relative number of FRONTIER Fibers<br \/>\nin the affected portion of the QWEST System compared to the total number of<br \/>\nfibers in the affected portion of the QWEST System during the relevant tax<br \/>\nperiod which are subject to an indefeasible right of use or are otherwise in<br \/>\nuse; or (ii) if the same cannot be so determined, then based upon FRONTIER&#8217;s<br \/>\nproportionate share of the total fiber count in the affected portion of the<br \/>\nQWEST System.  QWEST shall provide FRONTIER with reasonable supporting<br \/>\ndocumentation for Impositions for which QWEST seeks reimbursement.  If QWEST&#8217;s<br \/>\nassessed value, for property tax purposes, is based on its entire operation in<br \/>\nany state (i.e., central assessment), QWEST and FRONTIER shall work together in<br \/>\ngood faith to allocate a proper portion of said assessment to the QWEST System<br \/>\nand FRONTIER&#8217;s ownership interest in the QWEST System.  Any reimbursement made<br \/>\nunder this Section 15.3 shall be in an amount equal to the Impositions required<br \/>\nto be paid by QWEST in respect of the receipt or accrual of such reimbursement<br \/>\nless the net present value (computed at a 10% discount rate) of the tax benefit<br \/>\n(e.g. from the deduction, depreciation or amortization of such payment or<br \/>\naccrual of the Imposition) to which QWEST may be entitled with respect to the<br \/>\npayment or accrual of the Impositions which have been reimbursed.  Hereafter,<br \/>\nsuch additional amount or amounts shall be referred to as the &#8220;Gross-up Amount.&#8221;<br \/>\nSuch Gross-up Amount shall not include any tax on the amount of the Gross-up<br \/>\nAmount itself.  QWEST shall, upon request, provide FRONTIER with documentation<br \/>\nin support of any Gross-up Amount so as to ensure that both parties are made<br \/>\nwhole in a manner that is consistent with the mutual objectives set forth in<br \/>\nsection 15.1 of the Agreement.  If such Gross-up Amount exceeds $50,000,<br \/>\nFRONTIER may elect to engage the services of an independent consultant, at<br \/>\nFRONTIER&#8217;s sole cost and expense, to review QWEST&#8217;s computation of such Gross-up<br \/>\nAmount.  Any independent consultant selected by FRONTIER shall be subject to<br \/>\napproval by QWEST, which such approval shall not be unreasonably withheld, and<br \/>\nsuch independent consultant shall be subject to confidentiality restrictions as<br \/>\nmay be determined in QWEST&#8217;s sole discretion.  Further, if, after review of such<br \/>\ndocumentation or otherwise, in the event the parties are unable to agree upon<br \/>\nthe amount of the Gross-up Amount, such dispute shall be resolved pursuant to<br \/>\nArticle XXI of the Agreement.<\/p>\n<p>     15.4      Upon notice of the assertion or proposed assertion of any<br \/>\nimposition described in Section 15.3 (including Impositions that trigger a<br \/>\nGross-up Amount) QWEST shall promptly and in good faith consult with FRONTIER<br \/>\nconcerning the underlying facts and whether to contest or continue to contest<br \/>\nsuch assertion or proposed assertion.  Notwithstanding any provision herein to<br \/>\nthe contrary, QWEST shall have the right to contest any Imposition described in<br \/>\nSection 15.3, above, (including Impositions which trigger a Gross-up Amount).<br \/>\nSuch contest may be pursued by any lawful means including by non-payment of such<br \/>\nImposition provided such non-payment<br \/>\ndoes not materially, adversely affect the title, rights or property to be<br \/>\ndelivered to FRONTIER pursuant hereto).  The out-of-pocket costs and expenses<br \/>\n(including reasonable attorneys&#8217; fees) incurred by QWEST in any such contest<br \/>\nshall be shared by QWEST and FRONTIER in the same proportion as to which the<br \/>\nparties shared in any such Imposition, as it was originally assessed.  Any<br \/>\nrefunds or credits resulting from a contest brought pursuant to this Section<br \/>\n15.4 shall be divided between QWEST and FRONTIER in the same proportion as to<br \/>\nwhich such refunded or credited Impositions were borne by QWEST and FRONTIER.<br \/>\nIn any such event, QWEST shall provide timely notice of such challenge to<br \/>\nFRONTIER.  If QWEST chooses to proceed with such challenge after receipt of a<br \/>\nwritten objection to the challenge from FRONTIER, QWEST shall conduct such<br \/>\nchallenge at its own costs and expense, provided that FRONTIER shall not receive<br \/>\nthe benefit of any refund or credit, if any, obtained as a result of a<br \/>\nsuccessful challenge.  Further, where QWEST does not contest an Imposition,<br \/>\nFRONTIER shall have the right, after notice to QWEST, to contest such Imposition<br \/>\nas long as such contest does not materially, adversely affect the title property<br \/>\nor rights of QWEST.  The out-of-pocket costs and expenses (including reasonable<br \/>\nattorney&#8217;s fees) incurred by FRONTIER in any such contest shall be shared by<br \/>\nFRONTIER and QWEST in the same proportion as to which the parties shared in such<br \/>\nImposition, as it was originally assessed.  Any refunds or credits resulting<br \/>\nfrom a contest shall be divided between FRONTIER and QWEST in the same<br \/>\nproportion as to which such refunded or credited Imposition was borne by<br \/>\nFRONTIER and QWEST.  If FRONTIER chooses to proceed with such contest after<br \/>\nreceipt of written objection to the challenge from QWEST, FRONTIER shall conduct<br \/>\nsuch challenge at its own costs and expense, provided that QWEST shall not<br \/>\nreceive the benefit of any refund or credit, if any, obtained as a result of a<br \/>\nsuccessful challenge.  Provided, however, that notwithstanding anything to the<br \/>\ncontrary in this Article 15, QWEST shall have complete authority over and<br \/>\ndiscretion to control (including the authority to dismiss or not pursue) any<br \/>\ncontests relating to Impositions based upon the computation of QWEST&#8217;s taxable<br \/>\nincome under the Federal Internal Revenue Code or state income or franchise tax<br \/>\nlaws (hereinafter &#8220;Net Income Based Impositions&#8221;).  FRONTIER shall, however, be<br \/>\nconsulted on the conduct and status of such contest.  QWEST shall have no<br \/>\nobligation to disclose to FRONTIER its income or franchise tax returns and<br \/>\nrecords except as to the discrete portion of such return or record that directly<br \/>\nrelates to the computation and payment of such Net Income Based Impositions.<br \/>\nProvided further, however, that in the event QWEST shall determine in its own<br \/>\ndiscretion not to pursue a contest of any Net Income Based Imposition as to<br \/>\nwhich FRONTIER has requested a contest pursuant to the provisions described<br \/>\nabove in this Section 15.4, then FRONTIER shall have no obligation to provide<br \/>\nany reimbursement for such amount if FRONTIER shall have obtained and provided<br \/>\nto QWEST an opinion of nationally recognized legal counsel confirming that a<br \/>\nmeritorious defense exists to such Net Income Based Imposition.<\/p>\n<p>     15.5      Except as to Impositions described in paragraph (iii) of Section<br \/>\n15.2, following the Acceptance Date QWEST and FRONTIER, respectively, shall be<br \/>\nseparately responsible for any and all Impositions (i) expressly or implicitly<br \/>\nimposed upon, based upon, or otherwise measured by the gross receipts, gross<br \/>\nincome, net receipts or net income received by or accrued to such party due to<br \/>\nits respective ownership or use of the QWEST System and\/or the<br \/>\nFRONTIER Fibers, or (ii) which have been separately assessed or imposed upon the<br \/>\nrespective ownership interest of such party in the QWEST System and\/or the<br \/>\nFRONTIER Fibers.  If the FRONTIER Fibers are the only fibers located in the<br \/>\nCable from the point where the Cable leaves the QWEST System right-of-way to a<br \/>\nFRONTIER POP, FRONTIER shall be solely responsible for any and all Impositions<br \/>\nimposed on or with respect to such portion of the QWEST System.<\/p>\n<p>     15.6      Notwithstanding any provision herein to the contrary, FRONTIER<br \/>\nshall have the right to protest by appropriate proceedings any Imposition<br \/>\ndescribed in Section 15.5, above.  In such event, FRONTIER shall indemnify and<br \/>\nhold QWEST harmless from any expense, legal action or cost, including reasonable<br \/>\nattorneys&#8217; fees, resulting from FRONTIER&#8217;s exercise of its rights hereunder.  In<br \/>\nthe event of any refund, rebate, reduction or abatement to FRONTIER of any such<br \/>\nImposition imposed upon and\/or paid by FRONTIER, FRONTIER shall be entitled to<br \/>\nreceive the entire benefit of such refund, rebate, reduction or abatement<br \/>\nattributable to FRONTIER&#8217;s use of the QWEST System.  In the event FRONTIER has<br \/>\nexhausted all its rights of appeal in protesting any Imposition and has failed<br \/>\nto obtain the relief sought in such proceedings or appeals (&#8220;Finally Determined<br \/>\nTaxes and Fees&#8221;), FRONTIER and QWEST may jointly agree (with the consent and<br \/>\nparticipation of the other Interest Holders in the affected portion of the QWEST<br \/>\nSystem) to relocate a portion of the QWEST System so as to bypass the<br \/>\njurisdiction which had imposed or assessed such Finally Determined Taxes and<br \/>\nFees with the total Costs thereof to be shared proportionately as follows:  (i)<br \/>\nif the affected portion of the QWEST System includes any conduit other than the<br \/>\nconduit in which the FRONTIER Fibers are located, the total Costs of relocation<br \/>\nof the conduits (i.e., relocation of the conduits only without regard to whether<br \/>\nthe conduits contain fibers) shall be allocated based on the overall number of<br \/>\nconduits in the QWEST System which are relocated; and (ii) such Costs allocated<br \/>\nto the conduit carrying the FRONTIER Fibers plus the Costs specifically<br \/>\nassociated with the relocation of the fiber (i.e., relocation of the fiber only<br \/>\nwithout regard to relocation of conduit) to be further allocated to FRONTIER<br \/>\nbased upon FRONTIER&#8217;s proportionate share of (A) all Costs of fiber<br \/>\nacquisitions, splicing and testing, prorated based on the total fiber count in<br \/>\nthe Cable, as so relocated; and (B) all other Costs associated with the<br \/>\nrelocation of the conduit housing the affected Cable, prorated based upon the<br \/>\ntotal number of Interest Holders in the affected Cable, as so relocated.  QWEST<br \/>\nshall deliver to FRONTIER updated As-Builts with respect to the relocated QWEST<br \/>\nSystem not later than sixty (60) days following the completion of such<br \/>\nrelocation. If FRONTIER and QWEST do not determine to relocate the affected<br \/>\nportion of the QWEST System, FRONTIER shall have the right to terminate its use<br \/>\nof the FRONTIER Fibers in the affected portion of the QWEST System.  Such<br \/>\ntermination shall be effective on the date specified by FRONTIER in a notice of<br \/>\ntermination, which date shall be at least ninety (90) days after the notice.<br \/>\nUpon such termination, the IRU in the affected portion of the QWEST System shall<br \/>\nimmediately terminate, and the FRONTIER Fibers in the affected portion of the<br \/>\nQWEST System shall thereupon revert to QWEST without reimbursement of any of the<br \/>\nIRU Fee or other payments previously made with respect thereto.<\/p>\n<p>     15.7      Notwithstanding the provisions of Section 15.6, with respect to<br \/>\nany Impositions relating to the QWEST System which are imposed upon both QWEST<br \/>\nand FRONTIER (or both<br \/>\nof their respective interests therein), QWEST, at its option and at its own<br \/>\nexpense, shall have the right to direct and manage any such contest; subject,<br \/>\nhowever, to reasonable and appropriate consultation with FRONTIER which hereby<br \/>\nagrees to cooperate with QWEST in any such contest.  The right of QWEST to<br \/>\ncontest any Imposition pursuant to this Section 15.7 shall be contingent upon<br \/>\nreasonable and appropriate assurances that any such contest will not adversely<br \/>\naffect the title, property or rights of FRONTIER hereunder.<\/p>\n<p>     15.8      QWEST and FRONTIER agree to cooperate fully in the preparation of<br \/>\nany returns or reports relating to the Impositions.  QWEST and FRONTIER further<br \/>\nacknowledge and agree that the provisions of this Article XV are intended to<br \/>\nallocate the Impositions expected to be assessed against or imposed upon the<br \/>\nparties with respect to the QWEST System based upon the procedures and methods<br \/>\nof computation by which Impositions generally have been assessed and imposed to<br \/>\ndate, and that material changes in the procedures and methods of computation by<br \/>\nwhich such assessments are assessed and imposed could significantly alter the<br \/>\nfundamental economic assumptions underlying the transactions hereunder to the<br \/>\nparties. Accordingly, the parties agree that, if in the future the procedures or<br \/>\nmethods of computation by which Impositions are assessed or imposed against the<br \/>\nparties change materially from the procedures or methods of computation by which<br \/>\nthey are imposed as of the date hereof, the parties will negotiate in good faith<br \/>\nan amendment to the provisions of this Article XV in order to preserve, to the<br \/>\nextent reasonably possible, the economic intent and effect of this Article XV as<br \/>\nof the date hereof.<\/p>\n<p>                                  ARTICLE XVI.<\/p>\n<p>                                     NOTICE<br \/>\n                                     &#8212;&#8212;<\/p>\n<p>     16.1      Unless otherwise provided herein, all notices and communications<br \/>\nconcerning this Agreement shall be addressed to the other party as follows:<\/p>\n<p>     If to QWEST:            QWEST Communications Corporation<br \/>\n                             ATTENTION:  President<br \/>\n                             555 Seventeenth Street<br \/>\n                             Denver, Colorado   80202<br \/>\n                             Telephone No.:  (303) 291-1400<br \/>\n                             Facsimile No.:   (303) 291-1724<\/p>\n<p>with a copy to:              QWEST Communications Corporation<br \/>\n                             ATTENTION:  General Counsel<br \/>\n                             555 Seventeenth Street<br \/>\n                             Denver, Colorado  80202<br \/>\n                             Telephone No.:  (303) 291-1400<br \/>\n                             Facsimile No.:    (303) 291-1724<\/p>\n<p>and a copy to:               Martha Dugan Rehm, Esq.<br \/>\n                             Holme Roberts &amp; Owen LLP<br \/>\n                             1700 Lincoln, Suite 4100<br \/>\n                             Denver, Colorado 80206<br \/>\n                             Telephone No.:  (303) 861-7000<br \/>\n                             Facsimile No.:   (303) 866-0200<\/p>\n<p>If to FRONTIER:              FRONTIER Communications International Inc.<br \/>\n                             ATTENTION:  Director, Network  Development<br \/>\n                             180 South Clinton Avenue<br \/>\n                             Rochester, New York  14646<br \/>\n                             Telephone No.:  (716) 777-6848<br \/>\n                             Facsimile No.:  (716) 777-6770             <\/p>\n<p>with a copy to:              Frontier Corporation<br \/>\n                             ATTENTION:  Vice President,<br \/>\n                             Network Planning and Development<br \/>\n                             180 South Clinton Avenue<br \/>\n                             Rochester, New York  14646<br \/>\n                             Telephone No.:  (716) 777-8018<br \/>\n                             Facsimile No.:  (716) 232-8154   <\/p>\n<p>and a copy to:               Frontier Corporation<br \/>\n                             ATTENTION:  Vice President,<br \/>\n                             Legal and Regulation<br \/>\n                             180 South Clinton Avenue<br \/>\n                             Rochester, New York  14646<br \/>\n                             Telephone No.:  (716) 777-6105<br \/>\n                             Facsimile No.:  (716) 546-7823<\/p>\n<p>or at such other address as either party may designated from time to time in<br \/>\nwriting to the other party.<\/p>\n<p>     16.2      Unless otherwise provided herein, notices shall be hand<br \/>\ndelivered, sent by registered or certified U.S. mail, postage prepaid, or by<br \/>\ncommercial overnight delivery service, or transmitted by facsimile, and shall be<br \/>\ndeemed served or delivered to the addressee or its office when received at the<br \/>\naddress for notice specified above when hand delivered, upon confirmation of<br \/>\nsending when sent by fax, on the day after being sent when sent by overnight<br \/>\ndelivery service, or three (3) days after deposit in the mail when sent by U.S.<br \/>\nmail.<\/p>\n<p>     16.3      All invoices concerning payment obligations due to QWEST pursuant<br \/>\nto this Agreement shall be addressed to FRONTIER as follows:<\/p>\n<p>                             Frontier Corporation<br \/>\n                             ATTENTION:  Treasurer<br \/>\n                             180 South Clinton Avenue<br \/>\n                             Rochester, New York  14646<br \/>\n                             Telephone No.:  (716) 777-7130<br \/>\n                             Facsimile No.:  (716) 325-7633 <\/p>\n<p>with a copy to:              Frontier Corporation<br \/>\n                             ATTENTION:  Director, Network Development<br \/>\n                             180 South Clinton Avenue<br \/>\n                             Rochester, New York  14646<br \/>\n                             Telephone No.:  (716) 777-6848<br \/>\n                             Facsimile No.:  (716) 777-6770            <\/p>\n<p>                                 ARTICLE XVII.<\/p>\n<p>                                CONFIDENTIALITY<br \/>\n                                &#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     17.1      QWEST and FRONTIER hereby agree that if either party provides<br \/>\n(or, prior to the execution hereof, has provided) confidential or proprietary<br \/>\ninformation to the other party (&#8220;Proprietary Information&#8221;), such Proprietary<br \/>\nInformation shall be held in confidence, and the receiving party shall afford<br \/>\nsuch Proprietary Information the same care and protection as it affords<br \/>\ngenerally to its own confidential and proprietary information (which in any case<br \/>\nshall be not less than reasonable care) in order to avoid disclosure to or<br \/>\nunauthorized use by any third party.  The parties acknowledge and agree that<br \/>\nthis Agreement, including all of the terms, conditions and provisions hereof,<br \/>\nand all drafts hereof, constitutes Proprietary Information.  In addition, all<br \/>\ninformation disclosed by either party to the other in connection with or<br \/>\npursuant to this Agreement, including prior to the date hereof, shall be deemed<br \/>\nto be Proprietary Information.  All Proprietary Information, unless otherwise<br \/>\nspecified in writing, shall remain the property of the disclosing party, shall<br \/>\nbe used by the receiving party only for the intended purpose, and such written<br \/>\nProprietary Information, including all copies thereof, shall be returned to the<br \/>\ndisclosing party or destroyed after the receiving party&#8217;s need for it has<br \/>\nexpired or upon the request of the disclosing party.  Proprietary Information<br \/>\nshall not be reproduced except to the extent necessary to accomplish the purpose<br \/>\nand intent of this Agreement, or as otherwise may be permitted in writing by the<br \/>\ndisclosing party.<\/p>\n<p>     17.2      The foregoing provisions of Section 17.1 shall not apply to any<br \/>\nProprietary Information which (i) becomes publicly available other than through<br \/>\nthe recipient; (ii) is required to be disclosed by a governmental or judicial<br \/>\nlaw, order, rule or regulation; (iii) is independently developed by the<br \/>\ndisclosing party; (iv) becomes available to the disclosing party without<br \/>\nrestriction from a third party; or (v) becomes relevant to the settlement of any<br \/>\ndispute or enforcement of either party&#8217;s rights under this Agreement in<br \/>\naccordance with the provisions of<br \/>\nthis Agreement, in which case appropriate protective measures shall be taken to<br \/>\npreserve the confidentiality of such Proprietary Information as fully as<br \/>\npossible within the confines of such settlement or enforcement process.  If any<br \/>\nProprietary Information is required to be disclosed pursuant to the foregoing<br \/>\nclause (ii), the party required to make such disclosure shall promptly inform<br \/>\nthe other party of the requirements of such disclosure.<\/p>\n<p>     17.3      Notwithstanding Sections 17.1 and 17.2 of this Article, either<br \/>\nparty may disclose Proprietary Information to its employees, agents, and legal,<br \/>\nfinancial, and accounting advisors and providers (including its lenders and<br \/>\nother financiers) to the extent necessary or appropriate in connection with the<br \/>\nnegotiation and\/or performance of this Agreement or its obtaining of financing,<br \/>\nprovided that each such party is notified of the confidential and proprietary<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;-<br \/>\nnature of such Proprietary Information and is subject to or agrees to be bound<br \/>\nby similar restrictions on its use and disclosure.  In addition, notwithstanding<br \/>\nSections 17.1 and 17.2 of this Article, FRONTIER may disclose this Agreement and<br \/>\nits terms, conditions and provisions to the Permitted System Acquiror and\/or the<br \/>\nPermitted Sacramento\/Seattle Acquiror (each as defined in Section 25.3(b)),<br \/>\nprovided that (i) such Permitted System Acquiror and\/or Permitted<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;-<br \/>\nSacramento\/Seattle Acquiror, prior to any such disclosure, shall have been<br \/>\nnotified of the confidential and proprietary nature of this Agreement and its<br \/>\nterms, conditions and provisions and shall have entered into a written<br \/>\nconfidentiality agreement with substantially similar (and in no event less<br \/>\nrestrictive than the) terms of the Confidentiality Agreement between QWEST and<br \/>\nFRONTIER dated February 15, 1995, (ii) copies of all or any portion of this<br \/>\nAgreement (including Exhibits) may not be furnished to the Permitted System<br \/>\nAcquiror and\/or the Permitted Sacramento\/Seattle Acquiror without the prior<br \/>\nwritten consent of QWEST (not unreasonably withheld or delayed) of the proposed<br \/>\nform of disclosure thereof (redacted or otherwise), and (iii) copies of all or<br \/>\nany portion of any Underlying Right may not be furnished without the prior<br \/>\nwritten consent of QWEST (not unreasonably withheld or delayed).<\/p>\n<p>     17.4      The provisions of this Article XVII shall survive expiration or<br \/>\ntermination of this Agreement.<\/p>\n<p>                                 ARTICLE XVIII.<\/p>\n<p>                                    DEFAULT<br \/>\n                                    &#8212;&#8212;-<\/p>\n<p>     18.1      With respect to all payments required to be made by FRONTIER<br \/>\nhereunder, including, without limitation, payment of the IRU Fee and all other<br \/>\namounts payable by FRONTIER hereunder, in the event FRONTIER shall fail to make<br \/>\na payment by the date due and payable hereunder, from and after such date, (i)<br \/>\nsuch unpaid amount shall bear interest until paid at a rate equal to the rate<br \/>\nset forth in Article XXX and (ii) if such payment is due with respect to a<br \/>\nSegment on or prior to the Acceptance Date of such Segment, the Estimated<br \/>\nDelivery Date for such Segment shall be extended by a number of days equal to<br \/>\nthe number of days that elapse from the date such payment is due until paid.  In<br \/>\nthe event any amount or amounts due and payable hereunder remain unpaid for a<br \/>\nperiod of eighty (80) days after written notice from QWEST to FRONTIER, and the<br \/>\namount thereof is not in bona fide dispute, then QWEST may,<br \/>\nin its sole and absolute discretion and in addition to its other rights and<br \/>\nremedies hereunder, after ten (10) days prior written notice to FRONTIER and the<br \/>\nfailure of FRONTIER to pay such amount within such ten-day period, terminate any<br \/>\nand all of its obligations hereunder with respect to any Segment or Segments as<br \/>\nto which the Acceptance Date has not yet occurred or the grant of the IRU with<br \/>\nrespect to which has not yet become effective, and to apply any and all amounts<br \/>\npreviously paid by FRONTIER hereunder with respect to such Segment or Segments<br \/>\ntoward the payment of any other amounts then or thereafter payable by FRONTIER<br \/>\nhereunder.  With respect to all of its other obligations hereunder, in the event<br \/>\nFRONTIER shall fail to perform a non-payment obligation and such failure shall<br \/>\ncontinue for a period of thirty (30) days after QWEST shall have given FRONTIER<br \/>\nwritten notice of such failure, FRONTIER shall be in default hereunder unless<br \/>\nFRONTIER shall have cured such failure or such failure is otherwise waived in<br \/>\nwriting by QWEST within such thirty (30) days; provided, however, that where<br \/>\n                                               &#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nsuch failure cannot reasonably be cured within such 30-day period, if FRONTIER<br \/>\nshall proceed promptly to cure the same and prosecute such cure with due<br \/>\ndiligence, the time for curing such failure shall be extended for such period of<br \/>\ntime as may be necessary to complete such cure; and provided further that if<br \/>\n                                                    &#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nFRONTIER certifies in good faith to QWEST in writing that a non-payment failure<br \/>\nhas been cured, such failure shall be deemed to be cured unless QWEST otherwise<br \/>\nnotifies FRONTIER in writing within fifteen (15) days of receipt of such notice<br \/>\nfrom FRONTIER.  FRONTIER shall be in default hereunder (i) automatically upon<br \/>\nthe making by FRONTIER or Frontier Corporation of a general assignment for the<br \/>\nbenefit of its creditors, the filing by FRONTIER or Frontier Corporation of a<br \/>\nvoluntary petition in bankruptcy or the filing by FRONTIER or Frontier<br \/>\nCorporation of any petition or answer seeking, consenting to, or acquiescing in<br \/>\nreorganization, arrangement, adjustment, composition, liquidation, dissolution,<br \/>\nor similar relief; (ii) one hundred twenty (120) days after the filing of an<br \/>\ninvoluntary petition in bankruptcy or other insolvency protection against<br \/>\nFRONTIER or Frontier Corporation which is not dismissed within such one hundred<br \/>\ntwenty (120) days, or (iii) upon any default by Frontier Corporation under the<br \/>\nGuaranty, which default is not cured within the relevant cure period, if any,<br \/>\nprovided with respect thereto under the Guaranty.  Except as otherwise provided<br \/>\nin this Section 18.1, upon any default by FRONTIER, after written notice thereof<br \/>\nfrom QWEST, QWEST may (i) take such action as it determines, in its sole<br \/>\ndiscretion, to be necessary to correct the default and, subject to Section 13.1,<br \/>\nrecover from FRONTIER its reasonable costs incurred in correcting such default,<br \/>\nand (ii) pursue any legal remedies it may have under applicable law or<br \/>\nprinciples of equity relating to such default, including specific performance.<br \/>\nNotwithstanding any other provision of this Agreement, QWEST acknowledges and<br \/>\nagrees that QWEST shall have no right to terminate the IRU or any of the rights<br \/>\nand interests of FRONTIER hereunder with respect to any Segment for which the<br \/>\nIRU Fee relating thereto has been fully paid.<\/p>\n<p>     18.2 (a)  With respect to its obligation to complete the construction,<br \/>\ninstallation, and satisfactory Fiber Acceptance Testing of the FRONTIER Fibers<br \/>\ncomprising a particular Segment by the Estimated Delivery Date with respect to<br \/>\nsuch Segment pursuant to Section 3.2, the parties acknowledge and agree that it<br \/>\nis in their mutual best interest to work together in a cooperative effort to<br \/>\ndetermine whether and to what extent any event or occurrence that is reasonably<br \/>\nlikely to cause a delay in the delivery of a Segment hereunder, as a result of<br \/>\nany force<br \/>\nmajeure event or other occurrence described in Article XX or otherwise, can be<br \/>\nterminated, resolved or avoided, and to cause the construction, installation and<br \/>\ndelivery of the Segment to be completed in the most expeditious and practical<br \/>\nmanner feasible under the circumstances.  Accordingly, within three (3) months<br \/>\nfollowing its discovery of an event or occurrence that QWEST reasonably believes<br \/>\nis likely to cause (i) an extension of the Estimated Delivery Date of one<br \/>\nhundred twenty (120) days or more pursuant to Article XX or (ii) a Delivery<br \/>\nDefault (as defined pursuant to Section 18.2(d) below), QWEST shall give written<br \/>\nnotice to FRONTIER of such event or occurrence.  Thereupon, each of QWEST and<br \/>\nFRONTIER (i) will designate a senior executive officer with decision-making<br \/>\nauthority and familiarity with this Agreement and the relevant issue hereunder,<br \/>\nand (ii) may designate one technical representative and one financial<br \/>\nrepresentative, to participate in the following resolution efforts.  Each of<br \/>\nsuch designees shall participate in such meetings, promptly scheduled at<br \/>\nmutually agreed upon times and places, as may be necessary or appropriate to<br \/>\ndiscuss in good faith the status of construction of the affected Segment, the<br \/>\nreason or reasons for the anticipated Estimated Delivery Date extension or<br \/>\nDelivery Default, various possible and practical means by which the event(s) or<br \/>\noccurrence(s) causing such anticipated Estimated Delivery Date extension or<br \/>\nDelivery Default might be terminated, avoided or resolved, including, without<br \/>\nlimitation, possible modifications to the route, selection of right-of-way, or<br \/>\nmanner of construction of the affected Segment, and (iii) use their best efforts<br \/>\nto settle upon and implement a procedure by which such event(s) or occurrence(s)<br \/>\nmay be terminated, avoided or resolved and the construction, installation and<br \/>\ndelivery of the affected Segment completed in an expeditious and economically<br \/>\npractical and feasible manner under the circumstances.  The parties acknowledge<br \/>\nand agree that, because the QWEST System includes or will include other<br \/>\nparticipants, including owners and holders of Dark Fiber IRUs and<br \/>\ntelecommunication system operations, such meetings may, and likely will, involve<br \/>\ndesignees and representatives of such other participants, and the resolution of<br \/>\nany matters so acted upon will require the cooperative efforts of, and have to<br \/>\nbe structured, to the extent feasible, in an effort to meet the needs of all<br \/>\nsuch participants.  The parties hereto further acknowledge and agree that no<br \/>\nfailure of the parties hereto to resolve, or to agree upon a manner in which<br \/>\nthey might resolve, any issue addressed hereunder shall impair, adversely affect<br \/>\nor invalidate any of their respective rights, claims or remedies under this<br \/>\nAgreement.<\/p>\n<p>     (b) If, notwithstanding the efforts of the parties pursuant to Section<br \/>\n18.2(a):<\/p>\n<p>     (i)  (A)  a force majeure event or occurrence described in Article XX<br \/>\ncausing an anticipated Estimated Delivery Date extension has not been<br \/>\nterminated, avoided or resolved by the date that is twelve (12) months following<br \/>\nQWEST&#8217;s discovery of such event or occurrence, and<\/p>\n<p>     (B) there is no &#8220;Reasonably Apparent Probability&#8221; (either as mutually<br \/>\ndetermined by QWEST and FRONTIER or, if QWEST and FRONTIER are unable to make<br \/>\nsuch a mutual determination, as determined by an independent third party<br \/>\nmutually selected by QWEST and FRONTIER and familiar with large-scale fiberoptic<br \/>\nsystem constructions projects or, if QWEST and FRONTIER are unable to make such<br \/>\na mutual selection, each of QWEST and<br \/>\nFRONTIER shall designate such an independent third party, the two of which shall<br \/>\ndesignate such an independent third party to make such determination) that the<br \/>\nAcceptance Date with respect to any such affected Segment will occur within (1)<br \/>\ntwelve (12) months following the Estimated Delivery Date (without extension for<br \/>\nany delay pursuant to Article XX) with respect to any Segment designated as a<br \/>\n&#8220;priority&#8221; Segment on Exhibit A-1, or (2) eighteen (18) months following the<br \/>\nEstimated Delivery Date (without extension for any delay pursuant to Article XX)<br \/>\nwith respect to any other Segment (such date with respect to each Segment being<br \/>\nreferred to as the &#8220;Outside Force Majeure Date&#8221;); or<\/p>\n<p>     (ii) notwithstanding a determination pursuant to the foregoing clause (i)<br \/>\nthat there was a Reasonably Apparent Probability that the Acceptance Date with<br \/>\nrespect to the affected Segment would occur by the applicable Outside Force<br \/>\nMajeure Date, nonetheless the event or occurrence described in Article XX<br \/>\ncausing such delay is continuing on such applicable Outside Force Majeure Date;<br \/>\nor<\/p>\n<p>     (iii) notwithstanding such a determination that there was a Reasonably<br \/>\nApparent Probability that the Acceptance Date with respect to the affected<br \/>\nSegment would occur by the applicable Outside Force Majeure Date, nonetheless,<br \/>\non the applicable Outside Force Majeure Date, although the event or occurrence<br \/>\ndescribed in Article XX has been terminated, avoided or resolved and QWEST has<br \/>\nresumed its construction, installation, splicing, and\/or testing efforts, QWEST<br \/>\nis unable to demonstrate to FRONTIER&#8217;s reasonable satisfaction that the<br \/>\nAcceptance Date for such Segment will occur, in all reasonable probability, by<br \/>\nthe date that is six (6) months following such Outside Force Majeure Date,<\/p>\n<p>then, in any such event described in foregoing clauses (i), (ii), and (iii),<br \/>\nFRONTIER may elect, in its sole discretion, by written notice to QWEST, to<br \/>\ndelete such Segment from the System Route otherwise to be delivered pursuant to<br \/>\nthis Agreement, and recover from QWEST (1) the amount of the IRU Fee previously<br \/>\npaid by FRONTIER hereunder with respect to such Segment, plus (2) interest at<br \/>\nthe prime rate interest published by The Wall Street Journal as the base rate on<br \/>\n                                     &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\ncorporate loans posted by a substantial percentage of the nation&#8217;s largest banks<br \/>\non such date, plus (3) an amount equal to ten percent (10%) of the IRU Fee for<br \/>\nsuch Segment, as determined or redetermined pursuant to Section 2.1 (with such<br \/>\naggregate amount payable to FRONTIER promptly following QWEST&#8217;s receipt of such<br \/>\nelection notice or, at the election of FRONTIER, offset against the unpaid<br \/>\namount of the IRU Fee payable hereunder with respect to any other Segment or<br \/>\nSegments).  Upon any such election and payment (or offset),  neither party shall<br \/>\nhave any further rights or obligations with respect to such Segment hereunder.<\/p>\n<p>     (c) If, notwithstanding the efforts of the parties pursuant to Section<br \/>\n18.2(a):<\/p>\n<p>     (i)  (A)  an event or occurrence causing an anticipated Delivery Default<br \/>\n(as defined in Section 18.2(d) below) has not been terminated, avoided, resolved<br \/>\nor waived by the date that is twelve (12) months following QWEST&#8217;s discovery of<br \/>\nsuch event or occurrence; and<\/p>\n<p>     (B) there is no Reasonably Apparent Probability that the Acceptance Date<br \/>\nwith respect to any such affected Segment will occur within (x) twelve (12)<br \/>\nmonths following the Estimated Delivery Date with respect to each Segment<br \/>\ndesignated as a &#8220;priority&#8221; Segment on Exhibit A-1, or (y) eighteen (18) months<br \/>\nfollowing the Estimated Delivery Date with respect to any other Segment (such<br \/>\ndates being referred to collectively as the &#8220;Outside Delivery Default Date&#8221;); or<\/p>\n<p>     (ii) notwithstanding a determination pursuant to the foregoing clause (i)<br \/>\nthat there was a Reasonably Apparent Probability that the Acceptance Date with<br \/>\nrespect to the affected Segment would occur by the applicable Outside Delivery<br \/>\nDefault Date, nonetheless, on the applicable Outside Delivery Default Date, the<br \/>\nAcceptance Date for such Segment has not occurred;<\/p>\n<p>then, in any such event described in the foregoing clauses (i) and (ii),<br \/>\nFRONTIER may elect, in its sole discretion, by written notice to QWEST, to<br \/>\ndelete such Segment from the System Route otherwise to be delivered pursuant to<br \/>\nthis Agreement, and recover from QWEST (1) the amount of the IRU Fee previously<br \/>\npaid by FRONTIER hereunder with respect to such Segment, plus (2) interest<br \/>\nthereon at the rate of interest applicable to late payments set forth in Article<br \/>\nXXX, plus (3) an amount equal to <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>) of the IRU Fee for such<br \/>\nSegment, as determined or redetermined pursuant to Section 2.1, but without<br \/>\nreduction of such IRU fee under Section 18.2(d) (with such aggregate amount<br \/>\npayable to FRONTIER promptly following QWEST&#8217;s receipt of such election notice<br \/>\nor, at the election of FRONTIER, offset against the unpaid amount of the IRU Fee<br \/>\npayable hereunder with respect to any other Segment or Segments).  Upon any such<br \/>\nelection and payment (or offset), neither party shall have any further rights or<br \/>\nobligations with respect to such Segment hereunder.<\/p>\n<p>     (d) In addition to the specific rights and remedies provided pursuant to<br \/>\nthe foregoing paragraphs (b) and (c) in connection with delays and anticipated<br \/>\ndelays in the delivery of Segments hereunder, QWEST shall be in default under<br \/>\nthis Agreement if the Acceptance Date with respect to any Segment has not<br \/>\noccurred within one hundred twenty (120) days after the Estimated Delivery Date<br \/>\n(a &#8220;Delivery Default&#8221;).  From the date of any such Delivery Default, and until<br \/>\nthe Acceptance Date with respect to such Segment occurs, the IRU Fee with<br \/>\nrespect to such Segment, as determined or redetermined pursuant to Section 2.1<br \/>\nhereof, shall be reduced by an amount equal to   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % of such IRU Fee for each<br \/>\nthirty (30) days (or a pro rata percentage of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % for any period of less than<br \/>\nthirty (30) days) that elapse between such date of Delivery Default and the<br \/>\nAcceptance Date.<\/p>\n<p>     (e) The rights and remedies set forth in the foregoing Sections 18.2(c) and<br \/>\n18.2(d) shall be the sole remedies available to FRONTIER with respect to any<br \/>\nfailure by QWEST to construct, install, and conduct satisfactory Fiber<br \/>\nAcceptance Testing with respect to the FRONTIER Fibers comprising any Segment by<br \/>\nthe relevant Estimated Delivery Date (it being expressly acknowledged and agreed<br \/>\nthat the rights provided to FRONTIER pursuant to<br \/>\nSection 18.2(b) are provided only as an accommodation in the event of lengthy<br \/>\nforce majeure delays pursuant to Article XX, and that the events described in<br \/>\nSection 18.2(b) do not constitute defaults hereunder).  With respect to all of<br \/>\nQWEST&#8217;s other obligations hereunder, in the event that QWEST shall fail to<br \/>\nperform an obligation and such failure shall continue for a period of thirty<br \/>\n(30) days after FRONTIER shall have given QWEST written notice of such failure,<br \/>\nQWEST shall be in default hereunder unless QWEST shall have cured such failure<br \/>\nor such failure is otherwise waived in writing by FRONTIER within such thirty<br \/>\n(30) days; provided however, that where such failure cannot reasonably be cured<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nwithin such 30-day period, if QWEST shall proceed promptly to cure the same and<br \/>\nprosecute such cure with due diligence, the time for curing such failure shall<br \/>\nbe extended for such period of time as may be necessary to complete such cure;<br \/>\nand provided further, that if QWEST certifies in good faith to FRONTIER in<br \/>\n    &#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nwriting that failure has been cured, such failure shall be deemed to be cured<br \/>\nunless FRONTIER otherwise notifies QWEST in writing within fifteen (15) days of<br \/>\nreceipt of such notice from QWEST.  QWEST shall be in default hereunder<br \/>\nautomatically upon the making by QWEST of a general assignment for the benefit<br \/>\nof its creditors, the filing by QWEST of a voluntary petition in bankruptcy or<br \/>\nthe filing by QWEST of any petition or answer seeking, consenting to, or<br \/>\nacquiescing in reorganization, arrangement, adjustment, composition,<br \/>\nliquidation, dissolution, or similar relief, or (ii) one hundred twenty (120)<br \/>\ndays after the involuntary filing of a petition in bankruptcy or other<br \/>\ninsolvency protection against QWEST which is not dismissed within such 120-day<br \/>\nperiod.  Except as otherwise provided in this Section 18.2, upon any default by<br \/>\nQWEST, after notice thereof from FRONTIER, FRONTIER may (i) take such action as<br \/>\nit determines, in its sole discretion, to be necessary to correct the default,<br \/>\nand, subject to Section 13.1, recover from QWEST its reasonable costs in<br \/>\ncorrecting such default, and (ii) pursue any legal remedies it may have under<br \/>\napplicable law or principles of equity relating to such default including<br \/>\nspecific performance.<\/p>\n<p>                                  ARTICLE XIX.<\/p>\n<p>                                  TERMINATION<br \/>\n                                  &#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     19.1      This Agreement automatically shall terminate with respect to a<br \/>\nSegment upon the expiration or termination of the Term of the IRU respecting<br \/>\nsuch Segment pursuant to Article VI or Section 18.2 hereof.<\/p>\n<p>     19.2      Upon the expiration or termination of this Agreement with respect<br \/>\nto a Segment, the IRU in such Segment shall immediately terminate and all rights<br \/>\nof FRONTIER to use the QWEST System, the FRONTIER Fibers, the Associated<br \/>\nProperty or any part thereof relating to such Segment, shall cease and QWEST<br \/>\nshall owe FRONTIER no additional duties or consideration with respect to such<br \/>\nSegment.  Promptly thereupon, FRONTIER shall remove all of FRONTIER&#8217;s<br \/>\nelectronics, equipment, separate Regeneration Facilities (as provided pursuant<br \/>\nto Section 7.2) and other associated FRONTIER property from such Segment and any<br \/>\nrelated QWEST facilities at its sole cost under QWEST&#8217;s supervision (which<br \/>\nsupervision shall be without cost to FRONTIER).<\/p>\n<p>     19.3      Notwithstanding the foregoing, no termination or expiration of<br \/>\nthis Agreement shall affect the rights or obligations of any party hereto (i)<br \/>\nwith respect to any then existing defaults or the obligation to make any payment<br \/>\nhereunder for services rendered prior to the date of termination or expiration<br \/>\nor (ii) pursuant to Article XII, Article XIII, Article XV or Article XVII<br \/>\nherein, which shall survive the expiration or termination hereof.<\/p>\n<p>                                  ARTICLE XX.<\/p>\n<p>                                 FORCE MAJEURE<br \/>\n                                 &#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     20.1      Neither party shall be in default under this Agreement if and to<br \/>\nthe extent that any failure or delay in such party&#8217;s performance of one or more<br \/>\nof its obligations hereunder is caused by any of the following conditions, and<br \/>\nsuch party&#8217;s performance of such obligation or obligations shall be excused and<br \/>\nextended for and during the period of any such delay:  act of God; fire; flood;<br \/>\nfiber, Cable, or other material failures, shortages or unavailability or other<br \/>\ndelay in delivery not resulting from the responsible party&#8217;s failure to timely<br \/>\nplace orders therefor (it being expressly acknowledged that the Cable that is<br \/>\nbeing acquired for and installed in the QWEST System and that will include the<br \/>\nFRONTIER Fibers must include higher fiber counts than that necessary solely for<br \/>\nthe FRONTIER Fibers in order to permit completion of the entire QWEST System);<br \/>\nlack of or delay in transportation; government codes, ordinances, laws, rules,<br \/>\nregulations or restrictions (collectively, &#8220;Regulations&#8221;); war or civil<br \/>\ndisorder; strikes or other labor disputes; failure of a third party to grant or<br \/>\nrecognize an Underlying Right, or any other cause beyond the reasonable control<br \/>\nof such party; provided that any delay caused by the failure of a third party to<br \/>\n               &#8212;&#8212;&#8212;&#8212;-<br \/>\ngrant an Underlying Right shall constitute a force majeure delay hereunder only<br \/>\nto the extent that such delay does not extend beyond a period of six months<br \/>\n(such that the Estimated Delivery Date with respect to any Segment affected by<br \/>\nsuch delay shall be extended only up to a period of six months of any such<br \/>\ndelay, and shall not be further extended if such delay extends beyond a period<br \/>\nof six months).  The party claiming relief under this Article shall notify the<br \/>\nother in writing of the existence of the event relied on and the cessation or<br \/>\ntermination of said event.<\/p>\n<p>                                  ARTICLE XXI<\/p>\n<p>                               DISPUTE RESOLUTION<br \/>\n                               &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     21.1      Except as provided in Sections 18.1 and 18.2, if the parties are<br \/>\nunable to resolve any disagreement or dispute arising under or related to this<br \/>\nAgreement, including without limitation, the failure to agree upon any item<br \/>\nrequiring a mutual agreement of the parties hereunder, they shall resolve the<br \/>\ndisagreement or dispute as follows:<\/p>\n<p>     (a) Officers.  Either party may refer the matter to the Chief Executive<br \/>\n         &#8212;&#8212;&#8211;<br \/>\nOfficers or the Chief Operating Officers (the &#8220;Officers&#8221;) of the parties by<br \/>\ngiving the other party written notice (a &#8220;Notice&#8221;).  Within fifteen (15) days<br \/>\nafter delivery of a Notice, the Officers of both parties shall meet at a<br \/>\nmutually acceptable time and place to exchange relevant information and to<br \/>\nattempt to resolve the dispute.<\/p>\n<p>     (b) Negotiation.  If the matter has not been resolved within thirty (30)<br \/>\n         &#8212;&#8212;&#8212;&#8211;<br \/>\ndays after delivery of such Notice, or if the Officers fail to meet within<br \/>\nfifteen (15) days after delivery of such Notice, either party may initiate<br \/>\nmediation and, if applicable, arbitration in accordance with the procedure set<br \/>\nforth in subsections (c) and (d) below.  All negotiations conducted by the<br \/>\nOfficers pursuant to this clause are confidential and shall be treated as<br \/>\ncompromise and settlement negotiations for purposes of the Federal Rules of<br \/>\nEvidence and State Rules of Evidence.<\/p>\n<p>     (c) Mediation.  In the event a dispute exists between the parties and the<br \/>\n         &#8212;&#8212;&#8212;<br \/>\nrespective Officers are unable to resolve the dispute, the parties agree to<br \/>\nparticipate in a non-binding mediation procedure as follows:<\/p>\n<p>     (i) A mediator will be selected by having counsel for each party agree on a<br \/>\nsingle person to act as mediator.  The parties&#8217; counsel as well as the Officers<br \/>\nof each party and not more than two other participants from each party will<br \/>\nappear before the mediator at a time and place determined by the mediator, but<br \/>\nnot more than sixty (60) days after delivery of a Notice. The fees of the<br \/>\nmediator and other costs of mediation will be shared equally by the parties.<\/p>\n<p>     (ii) Each party&#8217;s counsel will have forty-five (45) minutes to present a<br \/>\nreview of the issue and argument before the mediator.  After each counsel&#8217;s<br \/>\npresentation, the other counsel may present specific counter-arguments not to<br \/>\nexceed ten (10) minutes.  The 45-minute and 10-minute periods will be exclusive<br \/>\nof the time required to answer questions from the mediator or attendees.<\/p>\n<p>     (iii) After both presentations, the Officers may ask questions of the other<br \/>\nside. At the conclusion of both presentations and the question periods, the<br \/>\nOfficers and their counsels will meet together to attempt to resolve the<br \/>\ndispute. The length of the meeting will be as agreed between the parties. Either<br \/>\nparty may abandon the procedure at the end of the presentations and question<br \/>\nperiods if they feel it is not productive to go further. The mediation procedure<br \/>\nis not binding on either party.<\/p>\n<p>     (iv) The duties of the mediator are to be sure that the above set-out time<br \/>\nperiods are adhered to and to ask questions so as to clarify the issues and<br \/>\nunderstandings of the parties.  The mediator may also offer possible resolutions<br \/>\nof the issues but has no duty to do so.<\/p>\n<p>     (d) Arbitration.  If the matter is not resolved after applying the<br \/>\n         &#8212;&#8212;&#8212;&#8211;<br \/>\nmediation procedures set forth above, or if either party refuses to take part in<br \/>\nthe mediation process, the parties hereby agree to submit all controversies,<br \/>\nclaims and matters of difference that are unresolved to arbitration in Chicago,<br \/>\nIllinois, according to the commercial rules and practices of the American<br \/>\nArbitration Association (&#8220;AAA&#8221;) from time to time in force, and in accordance<br \/>\nwith the following provisions of this subsection (d), and unless otherwise<br \/>\nagreed by the parties and subject to the rights of the parties as provided in<br \/>\nSection 18.1 and Section 18.2 hereof (including the right not to continue to<br \/>\nperform under this Agreement), they shall continue to perform under this<br \/>\nAgreement during arbitration.<\/p>\n<p>     (i) Arbitration discovery shall be conducted in accordance with the Federal<br \/>\nRules of Civil Procedure, with any disputes over the scope of discovery to be<br \/>\ndetermined by the arbitrators, it being intended that the arbitrators shall<br \/>\nallow limited, reasonable discovery prior to any hearing on the merits.<\/p>\n<p>     (ii) Arbitration hereunder shall be by three independent and impartial<br \/>\narbitrators.  Each of the parties shall appoint one arbitrator within thirty<br \/>\n(30) days after initiation of arbitration and the two arbitrators so appointed<br \/>\nshall select a third arbitrator within forty-five (45) days after initiation of<br \/>\narbitration.  In the event that the parties or the arbitrators fail to select<br \/>\narbitrators as required above, the AAA shall select such arbitrators.<\/p>\n<p>     (iii) The AAA shall have the authority to disqualify any arbitrator who it<br \/>\ndetermines not to be independent and impartial. The arbitrators shall be<br \/>\nentitled to a fee commensurate with their fees for professional services<br \/>\nrequiring similar time and effort.<\/p>\n<p>     (iv) The arbitrators shall conduct a hearing no later than sixty (60) days<br \/>\nafter initiation of the matter to arbitration, and a decision shall be rendered<br \/>\nby the arbitrators within thirty (30) days of the hearing.  At the hearing, the<br \/>\nparties shall present such evidence and witnesses as they may choose, with or<br \/>\nwithout counsel.  Adherence to formal rules of evidence shall not be required<br \/>\nbut the arbitration panel shall consider any evidence and testimony that it<br \/>\ndetermines to be relevant, in accordance with procedures that it determines to<br \/>\nbe appropriate.  The arbitration determination shall be in writing and shall<br \/>\nspecify the factual and legal bases for the determination.  The arbitrators may<br \/>\naward legal or equitable relief, including but not limited to specific<br \/>\nperformance.<\/p>\n<p>     (v) The parties agree that this submission and agreement to arbitrate shall<br \/>\nbe governed by and specifically enforceable in accordance with the laws of the<br \/>\nState of Illinois.  Arbitration may proceed in the absence of any party if prior<br \/>\nwritten notice of the proceedings has been given to such party.  The parties<br \/>\nagree to abide by all decisions and determinations rendered in such proceedings.<br \/>\nSuch decisions and determinations shall be final and binding on all parties.<br \/>\nAll decisions and determinations may be filed with the clerk of one or more<br \/>\ncourts, state, federal or foreign having jurisdiction over the party against<br \/>\nwhom it is rendered or its property, as a basis of judgment.<\/p>\n<p>     (vi) The arbitrators&#8217; fees and other costs of the arbitration shall be<br \/>\nborne by the party against whom the award is rendered, except as the arbitration<br \/>\npanel may otherwise provide in its written opinion.<\/p>\n<p>                                 ARTICLE XXII.<\/p>\n<p>                                     WAIVER<br \/>\n                                     &#8212;&#8212;<\/p>\n<p>     22.1      The failure of either party hereto to enforce any of the<br \/>\nprovisions of this Agreement, or the waiver thereof in any instance, shall not<br \/>\nbe construed as a general waiver or relinquishment on its part of any such<br \/>\nprovision, but the same shall nevertheless be and remain in full force and<br \/>\neffect.<\/p>\n<p>                                 ARTICLE XXIII.<\/p>\n<p>                                 GOVERNING LAW<br \/>\n                                 &#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     23.1      This Agreement shall be governed by and construed in accordance<br \/>\nwith the domestic laws of the State of Illinois, without reference to its choice<br \/>\nof law principles.  Any litigation based hereon, or arising out of or in<br \/>\nconnection with a default by either party in the performance of its obligations<br \/>\nhereunder, shall be brought and maintained exclusively in the courts of the<br \/>\nState of Illinois or in the United States District Court for the Northern<br \/>\nDistrict of Illinois, and each party hereby irrevocable submits to the<br \/>\njurisdiction of such courts for the purpose of any such litigation and<br \/>\nirrevocably agrees to be bound by any judgment rendered thereby in connection<br \/>\nwith such litigation.<\/p>\n<p>                                 ARTICLE XXIV.<\/p>\n<p>                             RULES OF CONSTRUCTION<br \/>\n                             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     24.1      The captions or headings in this Agreement are strictly for<br \/>\nconvenience and shall not be considered in interpreting this Agreement or as<br \/>\namplifying or limiting any of its content.  Words in this Agreement which import<br \/>\nthe singular connotation shall be interpreted as plural, and words which import<br \/>\nthe plural connotation shall be interpreted as singular, as the identity of the<br \/>\nparties or objects referred to may require.<\/p>\n<p>     24.2      Unless expressly defined herein, words having well known<br \/>\ntechnical or trade meanings shall be so construed.  All listing of items shall<br \/>\nnot be taken to be exclusive, but shall include other items, whether similar or<br \/>\ndissimilar to those listed, as the context reasonably requires.<\/p>\n<p>     24.3      Except as set forth to the contrary herein, any right or remedy<br \/>\nof FRONTIER or QWEST shall be cumulative and without prejudice to any other<br \/>\nright or remedy, whether contained herein or not.<\/p>\n<p>     24.4      Except as expressly provided in Section 28.1, nothing in this<br \/>\nAgreement is intended to provide any legal rights to anyone not an executing<br \/>\nparty of this Agreement.<\/p>\n<p>     24.5      This Agreement has been fully negotiated between and jointly<br \/>\ndrafted by the parties.<\/p>\n<p>     24.6      All actions, activities, consents, approvals and other<br \/>\nundertakings of the parties in this Agreement shall be performed in a reasonable<br \/>\nand timely manner, it being expressly acknowledged and understood that time is<br \/>\nof the essence in the performance of obligations required to be performed by a<br \/>\ndate expressly specified herein.  Except as specifically set forth herein, for<br \/>\nthe purpose of this Agreement the standards and practices of performance within<br \/>\nthe telecommunications industry in the relevant market shall be the measure of a<br \/>\nparty&#8217;s performance.<\/p>\n<p>                                  ARTICLE XXV.<\/p>\n<p>                      ASSIGNMENT AND DARK FIBER TRANSFERS<br \/>\n                      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     25.1      Except as provided below, QWEST shall not assign, encumber or<br \/>\notherwise transfer this Agreement or all or any portion of its rights or<br \/>\nobligations hereunder to any other party without the prior written consent of<br \/>\nFRONTIER, which consent will not be unreasonably withheld or delayed.<br \/>\nNotwithstanding the foregoing, QWEST shall have the right, without FRONTIER&#8217;s<br \/>\nconsent, to (i) subcontract any of its construction or maintenance obligations<br \/>\nhereunder, or (ii) assign or otherwise transfer this Agreement in whole or in<br \/>\npart (A) as collateral to any institutional lender to QWEST (or institutional<br \/>\nlender to any permitted transferee or assignee of QWEST) subject to the prior<br \/>\nrights and obligations of the parties hereunder, (B) to any parent, subsidiary<br \/>\nor affiliate of QWEST, (C) to any person, firm or corporation which shall<br \/>\ncontrol, be under the control of or be under common control with QWEST, or (D)<br \/>\nany corporation or other entity into which QWEST may be merged or consolidated<br \/>\nor which purchases all or substantially all of the stock or assets of QWEST, or<br \/>\n(E) any partnership, joint venture or other business entity of which QWEST or<br \/>\nany wholly owned subsidiary of QWEST HOLDING CORPORATION owns at least 50<br \/>\npercent of the equity interests thereof and which cannot make major decisions<br \/>\nwithout the consent of QWEST (or subsidiary of QWEST HOLDING CORPORATION);<\/p>\n<p>provided that the assignee or transferee in any such circumstance shall continue<br \/>\nto be subject to all of the provisions of this Agreement, including without<br \/>\nlimitation, this Section 25.1 (except that any lender referred to in clause (A)<br \/>\nabove shall not incur any obligations under this Agreement nor shall it be<br \/>\nrestricted from exercising any right of enforcement or foreclosure with respect<br \/>\nto any related security interest or lien, so long as the purchaser in<br \/>\nforeclosure is subject to the provisions of this Agreement, including, without<br \/>\nlimitation, this Section 25.1); and provided further that promptly following any<br \/>\n                                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nsuch assignment or transfer, QWEST shall give FRONTIER written notice<br \/>\nidentifying the assignee or transferee.  In the event of any permitted partial<br \/>\nassignment of any rights hereunder, QWEST shall remain the sole point of contact<br \/>\nwith FRONTIER.  No permitted partial or complete assignment shall release or<br \/>\ndischarge QWEST from its duties and obligations hereunder.<\/p>\n<p>     25.2      Except as provided in this Section 25.2 and the following Section<br \/>\n25.3, FRONTIER shall not assign, encumber or otherwise transfer this Agreement<br \/>\nor all or any of portion of its rights or obligations hereunder to any other<br \/>\nparty without the prior written consent of QWEST, which consent will not be<br \/>\nunreasonably withheld or delayed.  Subject to the<br \/>\nprovisions of Section 25.3 (which provision shall be binding upon any permitted<br \/>\nassignee or transferee hereunder), FRONTIER shall have the right, without<br \/>\nQWEST&#8217;s consent, to assign or otherwise transfer this Agreement in whole or in<br \/>\npart (i) as collateral to any institutional lender to FRONTIER (or institutional<br \/>\nlender to any permitted transferee or assignee of FRONTIER) subject to the prior<br \/>\nrights and obligations of the parties hereunder, (ii) to any parent, subsidiary<br \/>\nor affiliate of FRONTIER, (iii) to any person, firm or corporation which shall<br \/>\ncontrol, be under the control of or be under common control with FRONTIER, or<br \/>\n(iv) any other entity into which FRONTIER may be merged or consolidated or which<br \/>\npurchases all or substantially all of the stock or assets of FRONTIER or (v) any<br \/>\npartnership, joint venture or other business entity of which FRONTIER or any<br \/>\nwholly owned subsidiary of FRONTIER CORPORATION owns at least 50 percent of the<br \/>\nequity interests thereof and which cannot make major decisions without the<br \/>\nconsent of FRONTIER CORPORATION (or subsidiary of FRONTIER CORPORATION);<br \/>\nprovided that no assignment or other transfer under this clause (v) shall be<br \/>\npermitted hereunder if its purpose or effect would constitute, directly or<br \/>\nindirectly, a Restricted Transaction (as defined in Section 25.3(a)) or<br \/>\notherwise violate the provisions of Section 25.3(a); provided that the assignee<br \/>\n                                                     &#8212;&#8212;&#8212;&#8212;-<br \/>\nor transferee in any such circumstance shall continue to be subject to all of<br \/>\nthe provisions of this Agreement, including without limitation this Section 25.2<br \/>\nand the following Section 25.3 (except that any lender referred to in clause (i)<br \/>\nabove shall not incur any obligations under this Agreement, nor shall it be<br \/>\nrestricted from exercising any right of enforcement or foreclosure with respect<br \/>\nto any related security interest or lien, so long as the purchaser in<br \/>\nforeclosure is subject to the provisions of this Agreement, including, without<br \/>\nlimitation, this Section 25.2 and the following Section 25.3); and provided<br \/>\n                                                                   &#8212;&#8212;&#8211;<br \/>\nfurther that in any of circumstances described in clauses (ii), (iii) or (iv)<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;<br \/>\nall of the payment obligations of FRONTIER hereunder for the remainder of the<br \/>\nTerm shall be fully guaranteed by Frontier Corporation or shall be paid in full<br \/>\nas a condition to such transfer or assignment; and provided further that<br \/>\n                                                   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\npromptly following any such assignment or transfer, FRONTIER shall give QWEST<br \/>\nwritten notice identifying the assignee or transferee.  In the event of any<br \/>\npermitted partial assignment of any rights hereunder, FRONTIER shall remain the<br \/>\nsole party and point of contact with QWEST hereunder.  No permitted partial or<br \/>\ncomplete assignment shall release or discharge FRONTIER or Frontier Corporation<br \/>\nfrom its duties and obligations hereunder.<\/p>\n<p>     25.3 (a)  Notwithstanding the provisions of Article XI, except as<br \/>\nexpressly permitted in Section 25.2(i)-(v), inclusive, without the<br \/>\nprior written consent of QWEST, which consent may be withheld in<br \/>\nQWEST&#8217;s sole discretion, until the Restriction Termination Date (as<br \/>\ndefined below) shall have occurred with respect to any Segment<br \/>\ndelivered hereunder, FRONTIER shall not sell, assign, lease, grant an<br \/>\nIRU with respect to, exchange, encumber, or otherwise in any manner<br \/>\ntransfer or make available in any manner to any third party the<br \/>\nownership, right to use, or use of, or access in any manner to, any of<br \/>\nFRONTIER&#8217;s rights in the whole and discrete FRONTIER Fibers comprising<br \/>\nsuch Segment as Dark Fibers (any of the foregoing, a &#8220;Restricted<br \/>\nTransaction&#8221;) (or engage in substantive discussions or negotiations<br \/>\nwith respect to a Restricted Transaction), or otherwise engage in a<br \/>\nsimilar transaction with respect to any FRONTIER Fibers comprising<br \/>\nsuch Segment in a manner designed or intended to circumvent the<br \/>\nforegoing limitations.  The restrictions and prohibitions imposed<br \/>\nunder this Section 25.3(a) apply to the FRONTIER Fibers as Dark Fibers<br \/>\nonly, and nothing contained herein shall restrict or prohibit FRONTIER<br \/>\nfrom creating telecommunications capacity along or through the<br \/>\nFRONTIER Fibers by the addition of FRONTIER&#8217;s electronic and optronic<br \/>\nequipment and selling or otherwise permitting third parties to use<br \/>\nsuch telecommunications capacity.  For purposes hereof, (i) with<br \/>\nrespect to each Segment for which the Estimated Delivery Date (without<br \/>\nregard to any extension under 33.1(d)), as set forth in Exhibit A, is<br \/>\nscheduled to occur on or before   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    , the Restriction<br \/>\nTermination Date shall mean   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     (A) plus such number of<br \/>\ndays, if any, by which the Estimated Delivery Date for such Segment is<br \/>\nextended as provided in Section 33.1(d)(B), and (B) subject to the<br \/>\nimmediately following proviso, plus such number of days, if any, by<br \/>\nwhich the Estimated Delivery Date for such Segment is extended as<br \/>\nprovided in Section 33.1(d)(A), provided that such extension by this<br \/>\nclause (B) of this Section 25.3(a) shall not apply to a Restricted<br \/>\nTransaction covering an aggregate of at least   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     route miles of the<br \/>\nFRONTIER fibers within the QWEST System; and (ii) with respect to each<br \/>\nSegment for which the Estimated Delivery Date (without regard to any<br \/>\nextension under 33.1(d)), as set forth in Exhibit A, is scheduled to<br \/>\noccur after   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    , the Restriction Termination Date shall<br \/>\nmean the date that is   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     months after the actual Estimated<br \/>\nDelivery Date for such Segment.<\/p>\n<p>     (b)  Notwithstanding the provisions of Section 25.3(a), if and to<br \/>\nthe extent that FRONTIER exercises the System Fiber Option pursuant to<br \/>\nSection 1.4(a) or (b) hereof or the Sacramento\/Seattle Fiber Option<br \/>\npursuant to Section 1.4(c) hereof, FRONTIER may sell, assign, lease,<br \/>\ngrant an IRU with respect to, exchange, or otherwise transfer the<br \/>\nownership, right to use, or use of FRONTIER&#8217;s rights (each, a<br \/>\n&#8220;Permitted Transfer&#8221;) (i) in any or all of the Optional System Dark<br \/>\nFibers so acquired to that particular third party separately<br \/>\nidentified by FRONTIER to, and approved by, QWEST as of the date<br \/>\nhereof for this purpose (the &#8220;Permitted System Acquiror&#8221;), or (ii) in<br \/>\nany or all of the Optional Sacramento\/Seattle Dark Fibers so acquired<br \/>\nby FRONTIER to that particular third party separately identified by<br \/>\nFRONTIER to QWEST as of the date hereof for this purpose (the<br \/>\n&#8220;Permitted Sacramento\/Seattle Acquiror&#8221;); provided that each of the<br \/>\nPermitted System Acquiror and Permitted Sacramento\/Seattle Acquiror<br \/>\nshall be an Interest Holder as defined in Section 10.4 hereof and<br \/>\nshall be subject to all of the obligations, limitations and<br \/>\nrequirements otherwise applicable to FRONTIER under this Agreement,<br \/>\nincluding, without limitation, Article XXV, with respect to the<br \/>\nOptional System Dark Fibers and Optional Sacramento\/Seattle Dark<br \/>\nFibers, respectively, and FRONTIER shall provide to QWEST written<br \/>\nevidence, reasonably satisfactory to QWEST, thereof; and provided<br \/>\nfurther that the amount payable by the Permitted System Acquiror and<br \/>\nPermitted Sacramento\/Seattle Acquiror to FRONTIER in consideration of<br \/>\nany such Permitted Transfer shall be not less than $  <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     per mile.<br \/>\nNo such Permitted Transfer shall relieve FRONTIER from any of its<br \/>\nobligations hereunder, or Frontier Corporation from any of its<br \/>\nobligations under the Guaranty, and FRONTIER shall continue to be the<br \/>\nsole party and point of contact with QWEST hereunder.  Any and all of<br \/>\nthe Optional System Dark Fibers and Optional Sacramento\/Seattle Dark<br \/>\nFibers acquired by FRONTIER that it does not transfer to the Permitted<br \/>\nSystem Acquiror or Permitted Sacramento\/Seattle Acquiror,<br \/>\nrespectively, shall remain subject to all of the requirements and<br \/>\nlimitations of this Article XXV.<\/p>\n<p>               (c) Notwithstanding the provisions of Section 25.3(a), from the<br \/>\ndate hereof until the date that is thirty (30) days after the date hereof,<br \/>\nFRONTIER may make a Permitted Transfer in up to twelve (12) of the Dark Fibers<br \/>\nto be subject to the IRU in Segment 23 hereunder to a that particular third<br \/>\nparty separately identified by FRONTIER to, and approved by, QWEST as of the<br \/>\ndate hereof for this purpose (the &#8220;Permitted Segment 23 Acquiror&#8221;);<br \/>\nprovided that the Permitted Segment 23 Acquiror shall be an Interest Holder as<br \/>\n&#8212;&#8212;&#8212;&#8212;-<br \/>\ndefined in Section 10.4 hereof and shall be subject to all of the obligations,<br \/>\nlimitations and requirements<br \/>\notherwise applicable to FRONTIER under this Agreement, including, without<br \/>\nlimitation, Article XXV, with respect to the Dark Fibers so transferred and<br \/>\nFRONTIER shall provide to QWEST written evidence, reasonably acceptable to<br \/>\nQWEST, thereof; and provided further that the amount payable by the Permitted<br \/>\n                    &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nSegment 23 Acquiror to FRONTIER in consideration of any such Permitted Transfer<br \/>\nshall not be less than $    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>       per route mile.  No such Permitted Transfer shall<br \/>\nrelieve FRONTIER from any of its obligations hereunder, or Frontier Corporation<br \/>\nfrom any of its obligations under the Guaranty, and FRONTIER shall continue to<br \/>\nbe the sole party and point of contact with QWEST hereunder.<\/p>\n<p>     25.4      QWEST and FRONTIER recognize that QWEST may desire to obtain tax-<br \/>\ndeferred exchange treatment pursuant to Section 1031 of the Internal Revenue<br \/>\nCode, as amended, with respect to certain of the Dark Fibers and Associated<br \/>\nProperty in which the IRUs are to be granted hereunder and which are used or<br \/>\nheld for use by QWEST in its business as of the date hereof (the &#8220;Existing<br \/>\nProperties&#8221;), and FRONTIER agrees to reasonably cooperate as provided herein in<br \/>\nobtaining such treatment (at no cost or expense to FRONTIER).  Accordingly,<br \/>\nnotwithstanding any provision contained in this Agreement to the contrary, QWEST<br \/>\nmay, at its sole option, on or prior to the Acceptance Date for any relevant<br \/>\nSegment, appoint a third party (the &#8220;Intermediary&#8221;) as agent for QWEST with<br \/>\nrespect to the transfer of the Existing Properties to FRONTIER, and assign its<br \/>\nrights under this Agreement (insofar as they relate to the Existing Properties)<br \/>\nto such Intermediary.  If QWEST so elects to appoint an Intermediary, QWEST<br \/>\nshall notify FRONTIER, in writing, on or prior to the Acceptance Date with<br \/>\nrespect to the relevant Segment, and shall provide FRONTIER with copies of all<br \/>\nagreements between QWEST and the Intermediary.  If QWEST appoints an<br \/>\nIntermediary, QWEST shall transfer the Existing Properties or such portion<br \/>\nthereof as designated by QWEST to the Intermediary, and FRONTIER shall pay the<br \/>\nIRU Fee with respect to the Existing Properties (as designated by QWEST) to the<br \/>\nIntermediary; provided that QWEST agrees that such transfer shall be expressly<br \/>\n              &#8212;&#8212;&#8212;&#8212;-<br \/>\nsubject to this Agreement, and that QWEST shall remain liable for performance<br \/>\nunder this Agreement to the same extent as if it had not appointed an<br \/>\nIntermediary; provided that in such event QWEST shall indemnify and hold<br \/>\n              &#8212;&#8212;&#8212;&#8212;-<br \/>\nharmless FRONTIER from and against any and all loss, damage, cost or expense<br \/>\nsuffered, sustained or incurred by FRONTIER in connection with any such<br \/>\ncooperation and\/or payment of such IRU Fee to such Intermediary.<\/p>\n<p>     25.5      This Agreement and each of the parties&#8217; respective rights and<br \/>\nobligations under this Agreement, shall be binding upon and shall inure to the<br \/>\nbenefit of the parties hereto and each of their respective permitted successors<br \/>\nand assigns.<\/p>\n<p>                                 ARTICLE XXVI.<\/p>\n<p>                REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS<br \/>\n                &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<\/p>\n<p>     26.1      Each party represents and warrants that:<br \/>\n    (a) it has the full right and authority to enter into, execute, deliver and<br \/>\nperform its obligations under this Agreement;<\/p>\n<p>     (b) this Agreement constitutes a legal, valid and binding obligation<br \/>\nenforceable against such party in accordance with its terms, subject to<br \/>\nbankruptcy, insolvency, creditors&#8217; rights and general equitable principles; and<\/p>\n<p>     (c) its execution of and performance under this Agreement shall not violate<br \/>\nany applicable existing regulations, rules, statutes or court orders of any<br \/>\nlocal, state or federal government agency, court or body.<\/p>\n<p>     26.2      QWEST represents and warrants that the Segments of the QWEST<br \/>\nSystem that it has heretofore constructed or will construct pursuant hereto have<br \/>\nbeen or shall be designed, engineered, installed, and constructed in compliance<br \/>\nwith the terms and provisions of this Agreement and in material compliance with<br \/>\nany and all applicable building, construction and safety codes for such<br \/>\nconstruction and installation, as well as any and all other applicable<br \/>\ngovernmental laws, codes, ordinances, statutes and regulations.<\/p>\n<p>     26.3      With respect to each of the Segments that has been constructed<br \/>\nprior to the date hereof, QWEST represents and warrants that such Segment, when<br \/>\nconstructed, generally was constructed substantially in accordance with the<br \/>\nspecifications set forth in Exhibit C hereto, and QWEST has no actual knowledge<br \/>\non the date hereof of any material deviation in the construction of such Segment<br \/>\nfrom such specifications.  If, within twelve (12) months from the respective<br \/>\nAcceptance Date for each of the Segments referred to in this Section 26.3 ,<br \/>\nthere is an event or occurrence that is caused by a material deviation in the<br \/>\nconstruction or installation of any of such Segments from such specifications,<br \/>\nand which has a material adverse affect on the operation or performance of the<br \/>\nFRONTIER Fibers in such Segment, then, promptly following receipt of written<br \/>\nnotice thereof from FRONTIER, QWEST, at its sole cost and expense, shall<br \/>\nundertake to repair the affected portion of such Segment to the relevant<br \/>\nspecifications.<\/p>\n<p>     26.4      QWEST represents and warrants that the Segments of the QWEST<br \/>\nSystem that it constructs pursuant hereto shall be constructed in all material<br \/>\nrespects in accordance with the specifications set forth in Exhibit C hereto;<br \/>\nprovided that FRONTIER&#8217;s sole rights and remedies with respect to any failure to<br \/>\nso construct shall be (i) to inspect the construction, installation and<br \/>\nsplicing, and participate in the acceptance testing, of the FRONTIER Fibers<br \/>\nincorporated in each such Segment, during the course and at the time of the<br \/>\nrelevant construction, installation and testing periods for each Segment, as<br \/>\nprovided in Articles III and IV, (ii) if, during the course of such<br \/>\nconstruction, installation and testing any material deviation from the<br \/>\nspecifications set forth in Exhibit C is discovered, the construction or<br \/>\ninstallation of the affected portion of the Segment shall be repaired to such<br \/>\nspecification by QWEST at QWEST&#8217;s sole cost and expense, and (iii) if, at any<br \/>\ntime prior to the date that is twelve (12) months after the Acceptance Date,<br \/>\nFRONTIER shall notify QWEST in writing of its discovery of a material deviation<br \/>\nfrom the specifications set forth in Exhibit C with respect to any such Segment<br \/>\n(which notice shall be<br \/>\ngiven within thirty (30) days of such discovery) the construction or<br \/>\ninstallation of the affected portion of such Segment shall be repaired to such<br \/>\nspecification by QWEST at QWEST&#8217;s sole cost and expense.  For purposes hereof,<br \/>\n&#8220;material deviation&#8221; means a deviation which is reasonably likely to have a<br \/>\nmaterial adverse affect on the operation or performance of the FRONTIER Fibers<br \/>\naffected thereby.<\/p>\n<p>     26.5      EXCEPT AS SET FORTH IN THE FOREGOING PARAGRAPHS 26.2, 26.3 AND<br \/>\n26.4, AND EXCEPT AS MAY BE SET FORTH SPECIFICALLY AND EXPRESSLY ELSEWHERE IN<br \/>\nTHIS AGREEMENT, QWEST MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE<br \/>\nFRONTIER FIBERS OR THE SEGMENTS DELIVERABLE HEREUNDER, INCLUDING ANY WARRANTY OF<br \/>\nMERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE<br \/>\nHEREBY EXPRESSLY DISCLAIMED.<\/p>\n<p>     26.7      The parties acknowledge and agree that on and after the relevant<br \/>\nAcceptance Date FRONTIER&#8217;s sole rights and remedies with respect to any defect<br \/>\nin or failure of the FRONTIER Fibers to perform in accordance with the<br \/>\napplicable vendor&#8217;s or manufacturer&#8217;s specifications with respect to the<br \/>\nFRONTIER Fibers shall be limited to the particular vendor&#8217;s or manufacturer&#8217;s<br \/>\nwarranty with respect thereto, which warranty, to the extent permitted by the<br \/>\nterms thereof, shall be assigned to FRONTIER upon its request.  In the event any<br \/>\nmaintenance or repairs to the QWEST System are required as a result of a breach<br \/>\nof any warranty made by any manufacturers, contractors or vendors, unless<br \/>\nFRONTIER shall elect to pursue such remedies itself, QWEST shall pursue all<br \/>\nremedies against such manufacturers, contractors or vendors on behalf of<br \/>\nFRONTIER, and QWEST shall reimburse FRONTIER&#8217;s costs for any maintenance<br \/>\nFRONTIER has incurred as a result of any such breach of warranty to the extent<br \/>\nthe manufacturer, contractor or vendor has paid such costs.<\/p>\n<p>     26.8      QWEST and FRONTIER acknowledge and agree:<\/p>\n<p>     (a) that each grant of the IRU in the Frontier Fibers and Associated<br \/>\nProperty for a Segment hereunder (each herein called a &#8220;Grant&#8221;) will be treated<br \/>\nby each of them, vis-a-vis the other, as of and after the relevant effective<br \/>\ndate thereof as described in Section 6.1, an executed grant to FRONTIER of an<br \/>\ninterest in real property with respect to such Segment; and<\/p>\n<p>     (b) that, from and after the effective date of a Grant with respect to a<br \/>\nSegment, no material obligation of either QWEST or FRONTIER will remain to be<br \/>\nperformed with respect to such Grant or Segment; and<\/p>\n<p>     (c) that, with respect to each such Grant, this Agreement is not intended<br \/>\nas an executory contract or unexpired lease subject to assumption, rejection, or<br \/>\nassignment by the trustee in bankruptcy of any party to this Agreement,<br \/>\nincluding, without limitation, assumption, rejection, or assignment under<br \/>\nBankruptcy Code Section 365.<\/p>\n<p>                                 ARTICLE XXVII.<\/p>\n<p>                          ENTIRE AGREEMENT; AMENDMENT<br \/>\n                          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     27.1      This Agreement, together with any Confidentiality Agreement<br \/>\nentered into in connection herewith and the letter identifying the Permitted<br \/>\nSystem Acquiror and the Sacramento\/Seattle Acquiror as contemplated by Section<br \/>\n25.3(b) hereof  and the Permitted Segment 23 Acquiror as contemplated by Section<br \/>\n25.3(c) and the letter dated October 16, 1996 regarding certain state and local<br \/>\ntax matters constitutes the entire and final agreement and understanding between<br \/>\nthe parties with respect to the subject matter hereof and supersedes all prior<br \/>\nagreements relating to the subject matter hereof, which are of no further force<br \/>\nor effect.  The Exhibits referred to herein are integral parts hereof and are<br \/>\nhereby made a part of this Agreement.  To the extent that any of the provisions<br \/>\nof any Exhibit hereto are inconsistent with the express terms of this Agreement,<br \/>\nthe terms of this Agreement shall prevail.  This Agreement may only be modified<br \/>\nor supplemented by an instrument in writing executed by a duly authorized<br \/>\nrepresentative of each party and delivered to the party relying on the writing.<\/p>\n<p>                                ARTICLE XXVIII.<\/p>\n<p>                             NO PERSONAL LIABILITY<br \/>\n                             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     28.1      Each action or claim against any party arising under or relating<br \/>\nto this Agreement shall be made only against such party as a corporation, and<br \/>\nany liability relating thereto shall be enforceable only against the corporate<br \/>\nassets of such party.  No party shall seek to pierce the corporate veil or<br \/>\notherwise seek to impose any liability relating to, or arising from, this<br \/>\nAgreement against any shareholder, employee, officer or director of the other<br \/>\nparty.  Each of such persons is an intended beneficiary of the mutual promises<br \/>\nset forth in this Article and shall be entitled to enforce the obligations of<br \/>\nthis Article.<\/p>\n<p>                                 ARTICLE XXIX.<\/p>\n<p>                          RELATIONSHIP OF THE PARTIES<br \/>\n                          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     29.1      The relationship between FRONTIER and QWEST shall not be that of<br \/>\npartners, agents, or joint venturers for one another, and nothing contained in<br \/>\nthis Agreement shall be deemed to constitute a partnership or agency agreement<br \/>\nbetween them for any purposes, including, but not limited to federal income tax<br \/>\npurposes.  FRONTIER and QWEST, in performing any of their obligations hereunder,<br \/>\nshall be independent contractors or independent parties and shall discharge<br \/>\ntheir contractual obligations at their own risk subject, however, to the terms<br \/>\nand conditions hereof.<\/p>\n<p>                                  ARTICLE XXX.<\/p>\n<p>                                 LATE PAYMENTS<br \/>\n                                 &#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     30.1      In the event a party shall fail to make any payment under this<br \/>\nAgreement when due, such amounts shall accrue interest, from the date such<br \/>\npayment is due until paid, including accrued interest compounded monthly, at an<br \/>\nannual rate equal to    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>       of the prime rate of interest published by The Wall<br \/>\nStreet Journal as the base rate on corporate loans posted by a substantial<br \/>\npercentage of the nation&#8217;s largest banks on the date any such payment is due or,<br \/>\nif lower, the highest percentage allowed by law.<\/p>\n<p>                                 ARTICLE XXXI.<\/p>\n<p>                                 SEVERABILITY<br \/>\n                                 &#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     31.1      If any term, covenant or condition contained herein shall, to any<br \/>\nextent, be invalid or unenforceable in any respect under the laws governing this<br \/>\nAgreement, the remainder of this Agreement shall not be affected thereby, and<br \/>\neach term, covenant or condition of this Agreement shall be valid and<br \/>\nenforceable to the fullest extent permitted by law.<\/p>\n<p>                                ARTICLE XXXII.<\/p>\n<p>                                 COUNTERPARTS<br \/>\n                                 &#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     32.1      This Agreement may be executed in one or more counterparts, all<br \/>\nof which taken together shall constitute one and the same instrument.<\/p>\n<p>                                ARTICLE XXXIII.<\/p>\n<p>                              CERTAIN DEFINITIONS<br \/>\n                              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     33.1      The following terms shall have the stated definitions in this<br \/>\nAgreement.<\/p>\n<p>     (a) &#8220;Cable&#8221; means the fiberoptic cable and the fibers contained therein,<br \/>\nand associated splicing connections, splice boxes, and vaults to be installed by<br \/>\nQWEST as part of the QWEST System.<\/p>\n<p>     (b) &#8220;Costs&#8221; means actual, direct costs paid or payable in accordance with<br \/>\nthe established accounting procedures generally used by QWEST and which it<br \/>\nutilizes in billing third parties for reimbursable projects which costs shall<br \/>\ninclude, without limitation, the following:  (i) internal labor costs, including<br \/>\nwages and salaries, and benefits and overhead allocable to such labor costs<br \/>\n(with the overhead allocation percentage equal to thirty percent (30%)), and<br \/>\n(ii) other direct costs and out-of-pocket expenses on a pass-through basis<br \/>\n(e.g., equipment, materials, supplies, contract services, etc.).<\/p>\n<p>     (c) &#8220;Dark Fiber&#8221; means fiber provided without electronics or optronics, and<br \/>\nwhich is not &#8220;lit&#8221; or activated; provided that such fiber may be used in any<br \/>\n                                 &#8212;&#8212;&#8212;&#8212;-<br \/>\nmanner and for any purpose permitted under Article XI.<\/p>\n<p>     (d) &#8220;Estimated Delivery Date&#8221; means, with respect to each Segment of the<br \/>\nQWEST System to be delivered hereunder, the date set forth in Exhibit A hereto<br \/>\nwith respect to such Segment, as any such date may be extended for and during<br \/>\n(A) the period of any delay described in Article XX and\/or (B) the period of any<br \/>\npayment default pursuant to Section 18.1 with respect to any Segment and\/or (C)<br \/>\nthe aggregate number of days of the FRONTIER Review Period or Periods (in the<br \/>\nevent of multiple remedy attempts) under Section 4.2 with respect to such<br \/>\nSegment.<\/p>\n<p>     (e) &#8220;Impositions&#8221; means all taxes, fees, levies, imposts, duties, charges<br \/>\nor withholdings of any nature (including, without limitation, gross receipts<br \/>\ntaxes and franchise, license and permit fees), together with any penalties,<br \/>\nfines or interest thereon (except for penalties or interest imposed as a direct<br \/>\nresult of acts or failures to act on the part of QWEST) arising out of the<br \/>\ntransactions contemplated by this Agreement and\/or imposed upon the QWEST System<br \/>\nby any federal, state or local government or other public taxing authority.<\/p>\n<p>     (f) &#8220;Indefeasible Right of Use&#8221; or &#8220;IRU&#8221; means (i) an exclusive,<br \/>\nindefeasible right of use, for the purposes described herein, in the FRONTIER<br \/>\nFibers, as granted in Article II, and (ii) an associated non-exclusive,<br \/>\nindefeasible right of use, for the purposes described herein, in the Associated<br \/>\nProperty; provided that the IRUs granted hereunder do not provide FRONTIER with<br \/>\n          &#8212;&#8212;&#8212;&#8212;-<br \/>\nany ownership interest in or other rights to physical access to, control of,<br \/>\nmodification of, encumbrance in any manner of, or other use of the QWEST System<br \/>\nexcept as expressly set forth herein.<\/p>\n<p>     (g) &#8220;Pre-Existing Cal-Fiber Lien&#8221; means any and all security interests and<br \/>\nliens in favor of NTFC Capital Corporation (and its successors and assigns)<br \/>\nsecuring up to $28,000,000 principal amount plus accrued interest of<br \/>\nindebtedness of QWEST under the Term Loan Agreement dated as of June 16, 1994<br \/>\nbetween QWEST (then known as Southern Pacific Telecommunications Company) and<br \/>\nNTFC Capital Corporation, as the same may be amended from time to time, on the<br \/>\ncollateral described therein, such collateral generally being described as the<br \/>\nCal-Fiber telecommunications system located between One Wilshire Building, 624<br \/>\nSouth Grand Avenue, Los Angeles, California and 101 Roseville Street, Roseville,<br \/>\nCalifornia.<\/p>\n<p>     (h) &#8220;POP&#8221; means the FRONTIER point of presence at locations along the QWEST<br \/>\nSystem route.<\/p>\n<p>     (i) &#8220;PSWP&#8221; means Planned System Work Period, which is a prearranged period<br \/>\nof time reserved for performing certain work on the QWEST System that may<br \/>\npotentially impact traffic.  Generally, this will be restricted to weekends,<br \/>\navoiding the first and last weekend of each month and high-traffic weekends.<br \/>\nThe PSWP shall be agreed upon pursuant to Exhibit H.<\/p>\n<p>     (j) &#8220;QWEST System&#8221; shall have the meaning ascribed thereto in Recital A.<\/p>\n<p>     (k) When used herein in connection with a covenant of a party to this<br \/>\nAgreement &#8220;best efforts&#8221; shall not obligate such party, unless otherwise<br \/>\nspecifically required by the operative covenant, to make unreimbursed<br \/>\nexpenditures (other than costs or expenditures that would have been required of<br \/>\nsuch party in the absence of the requirements of such covenant) that are<br \/>\nmaterial in amount, in light of the circumstances to which the requirement to<br \/>\nuse best efforts applies.<\/p>\n<p>In confirmation of their consent and agreement to the terms and conditions<br \/>\ncontained in this IRU Agreement and intending to be legally bound hereby, the<br \/>\nparties have executed this IRU Agreement as of the date first above written.<\/p>\n<p>&#8220;QWEST&#8221;:<\/p>\n<p>QWEST COMMUNICATIONS CORPORATION, a<br \/>\nDelaware corporation<\/p>\n<p>By:  \/s\/ Robert S. Woodruff<br \/>\n   ____________________________________________________<br \/>\nName:  Robert S. Woodruff<br \/>\nTitle:  Executive Vice President<\/p>\n<p>&#8220;FRONTIER&#8221;:<\/p>\n<p>FRONTIER COMMUNICATIONS INTERNATIONAL INC., a<br \/>\nDelaware corporation<\/p>\n<p>By:  \/s\/ Robert L. Barrett<br \/>\n   ____________________________________________________<br \/>\nName:  Robert L. Barrett<br \/>\nTitle:  Executive Vice President<\/p>\n<p>                            Frontier &#8211; Exhibit A-1<br \/>\n                     System Description and Delivery Dates<\/p>\n<table>\n<caption>\n                                                                                           Estimated    Estimated<br \/>\nSegment                                                                                   System Route  Delivery<br \/>\nNo.           Segment (Priority Segments in Italics)                                         Miles        Date<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nBasic Route<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>           <c>                                                                         <c>           <c><br \/>\n1A            Chicago &#8211; Detroit                                                               305       1\/31\/98<br \/>\n1B            Detroit &#8211; Cleveland                                                             165       2\/15\/98<br \/>\n1C            Cleveland &#8211; Pittsburgh                                                          162        3\/1\/98<br \/>\n1D            Pittsburgh &#8211; Philadelphia                                                       356       3\/31\/98<br \/>\n1E            Philadelphia &#8211; Washington, D.C.                                                 138       4\/30\/98<br \/>\n              Chicago &#8211; Detroit &#8211; Cleveland &#8211;<br \/>\n              Washington, DC                     TOTAL                                      1,126       4\/30\/98<\/p>\n<p>2A            Cleveland &#8211; Columbus                                                            133       8\/31\/97<br \/>\n2B            Columbus &#8211; Cincinnati                                                           125       8\/31\/97<br \/>\n              Cleveland &#8211; Cincinnati             TOTAL                                        258       8\/31\/97<\/p>\n<p>4             Indianapolis &#8211; Chicago                                                          215      12\/31\/97<\/p>\n<p>5             Indianapolis &#8211; St. Louis                                                        248       7\/31\/97<\/p>\n<p>6             St. Louis &#8211; Kansas City                                                         297        7\/1\/97<\/p>\n<p>7             Kansas City &#8211; Topeka                                                             75       7\/31\/97<\/p>\n<p>8             Denver &#8211; Topeka                                                                 565       7\/31\/97<\/p>\n<p>9A            Denver &#8211; Grand Junction                                                         271       7\/31\/97<br \/>\n9B            Grand Junction &#8211; Salt Lake City                                                 295       7\/31\/97<br \/>\n              Denver &#8211; Salt Lake City            TOTAL                                        566       7\/31\/97<\/p>\n<p>10A           Salt Lake City &#8211; Reno                                                           575       7\/31\/97<br \/>\n10B           Reno &#8211; Roseville                                                                136       7\/31\/97<br \/>\n              Salt Lake &#8211; Roseville              TOTAL                                        711       7\/31\/97<\/p>\n<p>11A           Roseville &#8211; Oakland                                                             111       4\/30\/97<br \/>\n11B           Oakland &#8211; San Jose                                                               43       4\/30\/97<br \/>\n              Roseville &#8211; San Jose               TOTAL                                        154       4\/30\/97<\/p>\n<p>12A           San Jose &#8211; Salinas                                                               71        7\/1\/97<br \/>\n12B           Salinas &#8211; San Luis Obispo                                                       132        7\/1\/97<br \/>\n12C           San Luis Obispo &#8211; Santa Barbara                                                 119        7\/1\/97<br \/>\n12D           Santa Barbara &#8211; Los Angeles                                                     107        7\/1\/97<br \/>\n              San Jose &#8211; Los Angeles             TOTAL                                        429        7\/1\/97<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                    A-1 &#8211; 1<\/p>\n<p>                             Frontier &#8211; Exhibit A-1<br \/>\n                     System Description and Delivery Dates<\/p>\n<table>\n<caption>\n                                                                                           Estimated    Estimated<br \/>\nSegment                                                                                   System Route  Delivery<br \/>\nNo.           Segment (Priority Segments in Italics)                                         Miles        Date<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<s>           <c>                                                                         <c>           <c><br \/>\n13A           Los Angeles &#8211; Anaheim                                                            2        7\/1\/97<br \/>\n13B           Anaheim &#8211; San Diego                                                              32       8\/31\/97<br \/>\n13C           San Diego &#8211; Yuma                                                                235      12\/31\/97<br \/>\n13D           Yuma &#8211; Phoenix                                                                  187       1\/31\/98<br \/>\n              Los Angeles &#8211; San Diego &#8211; Phoenix  TOTAL                                        586       1\/31\/98<\/p>\n<p>14A           Phoenix &#8211; Tucson                                                                123       2\/28\/98<br \/>\n14B           Tucson &#8211; El Paso                                                                310       3\/31\/98<br \/>\n              Phoenix &#8211; Tucson &#8211; El Paso         TOTAL                                        433       3\/31\/98<\/p>\n<p>15A           El Paso &#8211; San Antonio                                                           586       5\/31\/98<br \/>\n15B           San Antonio &#8211; Austin                                                             85       1\/31\/98<br \/>\n15C           Austin &#8211; Houston                                                                221      12\/31\/97<br \/>\n              El Paso &#8211; San Antonio &#8211; Houston    TOTAL                                        892       5\/31\/98<\/p>\n<p>16            Houston &#8211; Dallas                                                                269       4\/30\/97<\/p>\n<p>17A           Dallas &#8211; Oklahoma City                                                          264       1\/31\/98<br \/>\n17B           Oklahoma City &#8211; Tulsa                                                           119       1\/31\/98<br \/>\n17C           Tulsa &#8211; Kansas City                                                             256       1\/31\/98<br \/>\n              Dallas &#8211; Kansas                    TOTAL                                        639       1\/31\/98<\/p>\n<p>18            Cincinnati &#8211; Indianapolis                                                       117        7\/1\/97<\/p>\n<p>23            Denver &#8211; El Paso                   TOTAL                                        746*      3\/31\/98<\/p>\n<p>24A           Sacramento &#8211; Chico                                                               98*      1\/31\/98<br \/>\n24B           Chico &#8211; Redding                                                                  75*      1\/31\/98<br \/>\n24C           Redding &#8211; Medford                                                               177*      1\/31\/98<br \/>\n24D           Medford &#8211; Eugene                                                                206*      1\/31\/98<br \/>\n24E           Eugene &#8211; Portland                                                               123*      1\/31\/98<br \/>\n              Sacramento &#8211; Portland              TOTAL                                        679*      1\/31\/98<\/p>\n<p>25            Portland &#8211; Seattle                                                              182*      1\/31\/98<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>* Dates shown for segments indicated are for first 12 fibers; second 12 are due<br \/>\n  12 months later<\/p>\n<p>                                    A-1 &#8211; 2<\/p>\n<p>                             Frontier &#8211; Exhibit A-1<br \/>\n                     System Description and Delivery Dates<\/p>\n<table>\n<caption>\n                                                                                           Estimated    Estimated<br \/>\nSegment                                                                                   System Route  Delivery<br \/>\nNo.           Segment (Priority Segments in Italics)                                         Miles        Date<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n<s>           <c>                                                                         <c>           <c><br \/>\n27            San Jose &#8211; San Francisco                                                         56       4\/30\/97<\/p>\n<p>28A           Boston &#8211; Albany                                                                 208      12\/31\/97<br \/>\n28B           Albany &#8211; Buffalo                                                                298      12\/31\/97<br \/>\n28C           Buffalo &#8211; Cleveland                                                             197      12\/31\/97<br \/>\n              Boston &#8211; Cleveland                 TOTAL                                        703      12\/31\/97<br \/>\n29            Albany &#8211; New York City                                                          157       5\/31\/98<\/p>\n<p>30            New York City &#8211; Philadelphia                                                     95       5\/31\/98<\/p>\n<p>              BASIC ROUTE                                                                  10,198       5\/31\/98<\/p>\n<caption>\nOPTION 1 Route<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>           <c>                                                                         <c>           <c><br \/>\n22A           Chicago &#8211; Cedar Rapids                                                          255       3\/31\/98<br \/>\n22B           Cedar Rapids &#8211; Des Moines                                                       120       4\/30\/98<br \/>\n22C           Des Moines &#8211; Omaha                                                              140       4\/30\/98<br \/>\n22D           Omaha &#8211; Topeka                                                                  224       6\/30\/98<br \/>\n              TOTAL &#8211; Chicago &#8211; Topeka, OPTION 1                                              739       6\/30\/98<\/p>\n<p>              BASIC ROUTE &amp; OPTION 1 SUB TOTAL                                             10,937       6\/30\/98<\/p>\n<caption>\nOPTION 1A Route (assuming that Option 1 is not exercised)<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>           <c>                                                                         <c>           <c><br \/>\n21A           Chicago &#8211; Milwaukee                                                               84      10\/31\/98<br \/>\n21B           Milwaukee &#8211; Green Bay                                                            118      10\/31\/98<br \/>\n21C           Green Bay &#8211; Minneapolis                                                          295      10\/31\/98<br \/>\n21D           Minneapolis &#8211; Des Moines                                                         281      10\/31\/98<br \/>\n22C           Des Moines &#8211; Omaha                                                               140      10\/31\/98<br \/>\n22D           Omaha &#8211; Topeka                                                                   224      10\/31\/98<br \/>\n              TOTAL &#8211; Chicago &#8211; Des Moines, OPTION 1A                                        1,142      10\/31\/98<\/p>\n<p>              BASIC ROUTE &amp; OPTION 1A SUB TOTAL                                             11,340      10\/31\/98<\/p>\n<p><\/c><\/c><\/c><\/s><\/caption>\n<p><\/c><\/c><\/c><\/s><\/caption>\n<p><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                    A-1 &#8211; 3<\/p>\n<p>                             Frontier &#8211; Exhibit A-1<br \/>\n                     System Description and Delivery Dates<\/p>\n<table>\n<caption>\n                                                                                           Estimated    Estimated<br \/>\nSegment                                                                                   System Route  Delivery<br \/>\nNo.           Segment (Priority Segments in Italics)                                         Miles        Date<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nOPTION 2 Route<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>           <c>                                                                         <c>           <c><br \/>\n3             Cincinnati &#8211; Louisville                                                         107       7\/30\/98<\/p>\n<p>19A           Louisville &#8211; Nashville                                                          189       9\/30\/98<br \/>\n19B           Nashville &#8211; Chattanooga                                                         147      10\/31\/98<br \/>\n19C           Chattanooga &#8211; Atlanta                                                           137      10\/31\/98<br \/>\n              Louisville &#8211; Nashville &#8211; Atlanta   TOTAL                                        473      10\/31\/98<\/p>\n<p>20A           Atlanta &#8211; Charlotte                                                             261      10\/31\/98<br \/>\n20B           Charlotte &#8211; Raleigh                                                             174       8\/31\/98<br \/>\n20C           Raleigh &#8211; Richmond                                                              301      10\/31\/98<br \/>\n20D           Richmond &#8211; Washington, DC                                                       110      10\/31\/98<br \/>\n              Atlanta &#8211; Raleigh &#8211; Washington     TOTAL                                        846      10\/31\/98<br \/>\n               OPTION 2 TOTAL                                                               1,426      10\/31\/98<\/p>\n<p>              TOTAL (BASIC, OPTION 1 &amp; OPTION 2 ROUTES)                                    12,363      10\/31\/98<\/p>\n<p>              TOTAL (BASIC, OPTION 1A &amp; OPTION 2 ROUTES)                                   12,766      10\/31\/98<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                    A-1 &#8211; 4<\/p>\n<p>                                 EXHIBIT A-2<\/p>\n<p>[MAP APPEARS HERE]<\/p>\n<p>Exhibit A-2 is a map of the United States with the heading &#8220;General Route Map&#8221;<br \/>\nshowing state lines and routes of the fiber optic network upon completion.  The<br \/>\nlegend shows that a red line is the Base Route, a blue line is Route 1, an<br \/>\norange line is Route 1A, a green line is Route 2, and one inch equals 225 miles.<br \/>\nThe Base Route travels east to west through Massachusetts, Connecticut, New<br \/>\nYork, Pennsylvania, New Jersey, Maryland, Michigan, Ohio, Indiana, Illinois,<br \/>\nMissouri, Kansas, Colorado, Utah and Nevada to California.  The Base Route also<br \/>\ntravels north to south through Washington, Oregon, California, Arizona, New<br \/>\nMexico, Texas and Oklahoma.  Route 1 travels east to west through Illinois,<br \/>\nIowa, Nebraska and Kansas.  Route 1A travels east to west through Illinois,<br \/>\nWisconsin, Minnesota and Iowa.  Route 2 travels east to west through Maryland,<br \/>\nVirginia, North Carolina, South Carolina, Georgia, Tennessee, Kentucky and Ohio.<\/p>\n<p>                                  EXHIBIT A-3<\/p>\n<p>                     BASIC AND OPTIONAL DETAILED ROUTE MAPS<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>                                  Exhibit A-4<br \/>\n                  Designated Endpoint and Intermediate Cities<\/p>\n<table>\n<caption>\n<p>CITY               ST  LATA     LATA NAME                   CITY       ST  LATA    LATA NAME<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8212;&#8211;  &#8212;  &#8212;-  &#8212;&#8212;&#8212;&#8212;&#8212;           &#8212;&#8212;&#8212;&#8212;&#8211;  &#8212;  &#8212;-  &#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                <c> <c>   <c>                   <c>                 <c> <c>   <c>            <\/p>\n<p>Phoenix            AZ   666  Phoenix                   Youngstown      OH   322  Youngstown<br \/>\nTucson             AZ   668  Tucson                    Oklahoma City   OK   536  Oklahoma City<br \/>\nYuma               AZ   666  Phoenix                   Tulsa           OK   538  Tulsa<br \/>\nAnaheim            CA   730  Los Angeles               Eugene          OR   670  Eugene<br \/>\nChico              CA   724  Chico                     Medford         OR   670  Eugene<br \/>\nLos Angeles        CA   730  Los Angeles               Portland        OR   672  Portland<br \/>\nOakland            CA   722  San Francisco             Salem           OR   672  Portland<br \/>\nRedding            CA   724  Chico                     Harrisburg      PA   226  Capitol, PA<br \/>\nRoseville          CA   726  Sacramento                Philadelphia    PA   228  Philadelphia<br \/>\nSacramento         CA   726  Sacramento                Pittsburgh      PA   234  Pittsburgh<br \/>\nSalinas            CA   736  Monterey                  Austin          TX   558  Austin<br \/>\nSan Diego          CA   732  San Diego                 Bryan           TX   570  Hearne<br \/>\nSan Francisco      CA   722  San Francisco             Dallas          TX   552  Dallas<br \/>\nSan Jose           CA   722  San Francisco             El Paso         TX   540  El Paso<br \/>\nSan Luis Obispo    CA   740  San Luis Obispo           Ft. Worth       TX   552  Dallas<br \/>\nSanta Barbara      CA   730  Los Angeles               Houston         TX   560  Houston<br \/>\nColorado Springs   CO   658  Colorado Spr.             Mexia           TX   556  Waco<br \/>\nDenver             CO   656  Denver                    San Antonio     TX   566  San Antonio<br \/>\nGrand Junction     CO   656  Denver                    Provo           UT   660  Utah<br \/>\nPueblo             CO   658  Colorado Spr.             Salt Lake City  UT   660  Salt Lake City<br \/>\nWashington         DC   236  Washington DC             Seattle         WA   674  Seattle<br \/>\nChicago            IL   358  Chicago               OPTION 1<br \/>\nIndianapolis       IN   336  Indianapolis              Des Moines      IA   632  Des Moines<br \/>\nSouth Bend         IN   332  South Bend                Cedar Rapids    IA   635  Cedar Rapids<br \/>\nTopeka             KS   534  Topeka                    Lincoln         NE   958  Lincoln<br \/>\nBoston             MA   128  East Mass                 Omaha           NE   644  Omaha<br \/>\nBaltimore          MD   238  Baltimore<br \/>\nBattle Creek       MI   348  Grand Rapids          OPTION 1A<br \/>\nDetroit            MI   340  Detroit                   Des Moines      IA   632  Des Moines<br \/>\nKansas City        MO   524  Kansas City               Minneapolis     MN   628  Minneapolis<br \/>\nSt. Louis          MO   520  St. Louis                 Owatonna        MN   620  Rochester<br \/>\nNewark             NJ   224  North Jersey              Lincoln         NE   958  Lincoln<br \/>\nTrenton            NJ   222  Delaware Valley           Omaha           NE   644  Omaha<br \/>\nAlbuquerque        NM   664  New Mexico                Eau Claire      WI   352  Northwest WI<br \/>\nSanta Fe           NM   664  New Mexico                Green Bay       WI   350  Northeast WI<br \/>\nReno               NV   720  Reno                      Milwaukee       WI   356  Southeast WI<br \/>\nAlbany             NY   134  Albany                OPTION 2<br \/>\nBuffalo            NY   140  Buffalo                   Atlanta         GA   438  Atlanta<br \/>\nNew York           NY   132  New York Metro            Bowling Green   KY   464  Owensboro<br \/>\nPoughkeepsie       NY   133  Poughkeepsie              Louisville      KY   462  Louisville<br \/>\nRochester          NY   974  Rochester                 Charlotte       NC   422  Charlotte<br \/>\nSyracuse           NY   136  Syracuse                  Greensboro      NC   424  Greensboro<br \/>\nUtica              NY   136  Syracuse                  Raleigh         NC   426  Raleigh<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                                               A-4-1<\/p>\n<p>                                  Exhibit A-4<br \/>\n                  Designated Endpoint and Intermediate Cities<\/p>\n<table>\n<caption>\n<p>CITY            ST  LATA    LATA NAME                       CITY       ST  LATA   LATA NAME<br \/>\n&#8211; &#8212;&#8212;&#8212;&#8212;&#8211;  &#8212;  &#8212;-  &#8212;&#8212;&#8212;&#8212;&#8211;               &#8212;&#8212;&#8212;&#8212;&#8211;  &#8212;  &#8212;-  &#8212;&#8212;&#8212;&#8211;<br \/>\n<s>             <c> <c>   <c>                          <c>             <c> <c>   <c>          <\/p>\n<p>White Plains    NY   132  New York Metro               Rocky Mount     NC   951  Rocky Mount<br \/>\nAkron           OH   325  Akron                        Greenville      SC   430  Greenville<br \/>\nCincinnati      OH   922  Cincinnati                   Chattanooga     TN   472  Chattanooga<br \/>\nCleveland       OH   320  Cleveland                    Nashville       TN   470  Nashville<br \/>\nColumbus        OH   324  Columbus                     Fredericksburg  VA   246  Culpeper<br \/>\nDayton          OH   328  Dayton                       Portsmouth      VA   252  Norfolk<br \/>\nToledo          OH   326  Toledo                       Richmond        VA   248  Richmond      <\/p>\n<p><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                   EXHIBIT B<\/p>\n<p>                            IRU Fee Payment Schedule<br \/>\n                            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>1.   Except as provided in paragraphs 2, 3 and 4 below, the IRU Fee for each<br \/>\nSegment shall be paid in accordance with the following schedule:<\/p>\n<p>     (i)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon execution of the IRU Agreement<\/p>\n<p>     (ii)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon commencement of construction of such Segment<\/p>\n<p>     (iii)    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon completion of conduit installation of such Segment<\/p>\n<p>     (iv)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon completion of fiber cable placement in such Segment<\/p>\n<p>     (v)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon completion of fiber splicing and completion of civil<br \/>\n          construction in such Segment<\/p>\n<p>     (vi)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % on the Acceptance Date for such Segment<\/p>\n<p>2.   The IRU Fee for Segment 23 shall be paid in accordance with the following<br \/>\nschedule:<\/p>\n<p>     (i)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon execution of the IRU Agreement<\/p>\n<p>     (ii)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon the Acceptance Date for the first 12 Dark Fibers delivered in<br \/>\n          accordance with Exhibit A<\/p>\n<p>     (iii)    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon the Acceptance Date for the second 12 Dark Fibers delivered<br \/>\n          in accordance with Exhibit A<\/p>\n<p>3.   The IRU Fee for Segments 24A, 24B, 24C, 24D, 24E and 25 shall be paid in<br \/>\naccordance with the following schedule:<\/p>\n<p>     (i)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon execution of the IRU Agreement<\/p>\n<p>     (ii)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon commencement of construction of such Segment<\/p>\n<p>     (iii)    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon completion of conduit installation of such Segment<\/p>\n<p>     (iv)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon completion of fiber cable placement in such Segment<\/p>\n<p>     (v)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % upon completion of fiber splicing and completion of civil<br \/>\n          construction in such Segment<\/p>\n<p>     (vi)   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % on the Acceptance Date for the first 12 Dark Fibers delivered in<br \/>\n          accordance with Exhibit A<\/p>\n<p>     (vii)    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % on the Acceptance Date for the second 12 Dark Fibers delivered in<br \/>\n          accordance with Exhibit A<\/p>\n<p>4.  Notwithstanding anything to the contrary contained in this Exhibit B or the<br \/>\nIRU Agreement, no part of the IRU Fee for a Segment shall be payable by Frontier<br \/>\n(other than the   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % of the IRU Fee due upon execution of the IRU Agreement),<br \/>\nunless such Segment, when completed as planned, would be connected (whether<br \/>\nthrough one or more other completed Segment or Segments scheduled for<br \/>\ncontemporaneous completion) or contiguous to one of the following cities where<br \/>\nFrontier maintains a switch site:  Los Angeles, California; San Francisco,<br \/>\nCalifornia; Seattle, Washington; Denver, Colorado; Dallas, Texas; Atlanta,<br \/>\nGeorgia; Kansas City, Missouri; Chicago, Illinois; Milwaukee, Wisconsin;<br \/>\nDetroit, Michigan; Cleveland, Ohio; Washington, D.C., Philadelphia,<br \/>\nPennsylvania; New York City; Boston, Massachusetts; and Rochester, New York.<\/p>\n<p>5.   Upon any election by FRONTIER pursuant to Section 1.4 that results in a<br \/>\nredetermination of the IRU Fee pursuant to Section 2.1, (i) if such<br \/>\nredetermination results in an increase in the IRU Fee with respect to any<br \/>\nSegment, the increased amount with respect to that Segment shall be paid by<br \/>\nFRONTIER to QWEST upon such election, in accordance with paragraph 1 above of<br \/>\nthe foregoing payment schedule, and (ii) if such redetermination results in a<br \/>\ndecrease in the IRU Fee with respect to any Segment, the amount representing the<br \/>\ndifference between the original IRU fee and the redetermined decreased IRU fee<br \/>\n(the &#8220;Decrease&#8221;) with respect to that Segment either (A) shall be credited<br \/>\n                                              &#8212;&#8212;<br \/>\nagainst the subsequent IRU Fee payment or payments to be made by FRONTIER in<br \/>\naccordance with the percentages set forth in paragraph 1 of the foregoing<br \/>\npayment schedule with respect to such Segment or other Segments to be delivered<br \/>\nhereunder or, (B) if amounts shall have previously been paid by FRONTIER with<br \/>\n          &#8212;<br \/>\nrespect to such Segment, at FRONTIER&#8217;s election, shall be refunded to FRONTIER<br \/>\nby QWEST.<\/p>\n<p>6.   For purposes of determining the occurrence of the construction milestones<br \/>\ntriggering payment obligations hereunder, the following shall apply:<\/p>\n<p>     (i)  Commencement of construction of a Segment shall mean the establishment<br \/>\n          of a field office followed promptly by mobilization of either in-house<br \/>\n          crews or the subcontract of a construction manager.<\/p>\n<p>     (ii) Completion of conduit installation shall mean the completion of<br \/>\n          installation of the conduit system for the Segment, with handholds and<br \/>\n          manholes, ready for Cable pulling.<\/p>\n<p>     (iii)  Completion of fiber cable placement shall mean the fiber cable is<br \/>\n            either pulled into the conduit or completely installed in aerial<br \/>\n            installation, but without splicing. In the event of aerial<br \/>\n            construction, the IRU Fee installment otherwise due upon<br \/>\n            completion of conduit installation shall be due and payable at the<br \/>\n            same time as the installment due upon completion of fiber cable<br \/>\n            placement.<\/p>\n<p>     (iv) Completion of fiber splicing and civil construction shall mean all<br \/>\n          fibers are spliced and ready for testing and civil facilities are<br \/>\n          ready for the customer to occupy and install their equipment<\/p>\n<p>     (v)  Acceptance Date shall have the meaning established in the IRU<br \/>\n          Agreement.<\/p>\n<p>                                  EXHIBIT C<\/p>\n<p>                          Construction Specifications<br \/>\n                          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>1.0  General.<br \/>\n     &#8212;&#8212;- <\/p>\n<p>     The intent of this document is to outline the specifications for<br \/>\n     construction of a fiber optic cable system.  In all cases, the standards<br \/>\n     contained in this document or the standards of the federal, state, local or<br \/>\n     private agency having jurisdiction, whichever is stricter, shall be<br \/>\n     followed.<\/p>\n<p>2.0       Material.<br \/>\n          &#8212;&#8212;&#8211; <\/p>\n<p>     Steel or PVC conduit shall be minimum schedule   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     wall thickness.<\/p>\n<p>     Any exposed steel conduit, brackets or hardware (i.e., bridge attachments)<br \/>\n     shall be hot-dipped galvanized after fabrication.<\/p>\n<p>     Handholes shall have a minimum   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     loading rating or   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     with   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     to   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     inches<br \/>\n     of cover.<\/p>\n<p>     Manholes shall have a minimum   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     loading rating.<\/p>\n<p>     Innerducts used shall be   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     or   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    .<\/p>\n<p>     Buried cable warning tape shall be 3 inches wide and display &#8220;Warning:<br \/>\n     Buried Fiber Optic Cable,&#8221; name and logo, and local and emergency One Call<br \/>\n     &#8220;800&#8221; numbers repeated every 24 inches.<\/p>\n<p>     Warning signs will display universal &#8220;Do Not Dig&#8221; symbol, &#8220;Warning:  Buried<br \/>\n     Fiber Optic Cable,&#8221; company name and logo, and local and emergency One Call<br \/>\n     &#8220;800&#8221; numbers.<\/p>\n<p>     Fiber optic cable shall be single armored.<\/p>\n<p>3.0       Minimum Depths.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8211; <\/p>\n<p>     Minimum cover required in the placement of conduit shall be 42 inches,<br \/>\n     except in the following instances:<\/p>\n<p>     (a) The minimum cover in borrow ditches adjacent to roads, highways,<br \/>\n     railroads, and interstate highways is   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     inches below the cleanout line or<br \/>\n     existing grade, whichever is greater.<\/p>\n<p>    (b) The minimum cover across streams, river washes and other waterways is<br \/>\n     60 inches below the cleanout line or existing grade, whichever is greater.<br \/>\n     Steel conduit will be placed at all such crossings unless the crossing is<br \/>\n     directional bored.<\/p>\n<p>     (c) At locations where conduit crosses other subsurface utilities or other<br \/>\n     structures, the conduit shall be installed to provide a minimum of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     inches<br \/>\n     of vertical clearance and applicable minimum depth can be maintained;<br \/>\n     otherwise the conduit will be installed under the existing utility or other<br \/>\n     structure.  If, however,   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     inches cannot be obtained, the cable shall be<br \/>\n     encased in steel pipe rather than conduit.  No fiber optic cable shall be<br \/>\n     buried without being surrounded by conduit or steel pipe.<\/p>\n<p>     (d) In rock, the conduit shall be placed to provide a minimum of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     inches<br \/>\n     below the surface of the solid rock, or provide a minimum of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     inches of<br \/>\n     total cover, whichever requires the least rock excavation.  PVC or HDPE<br \/>\n     conduit will be backfilled with 6 inches of select materials (padding) in<br \/>\n     rock areas.<\/p>\n<p>     (e) In the case of the use\/conversion of existing steel pipelines or<br \/>\n     salvaged conduit systems, the existing depth shall be considered adequate.<\/p>\n<p>4.0       Buried Cable Warning Tape.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- <\/p>\n<p>     All conduit will be installed with buried cable warning tape except where<br \/>\n     existing steel pipelines or salvaged conduit systems are used.  The warning<br \/>\n     tape shall generally be placed at a depth of 12 inches below grade and<br \/>\n     directly above the conduit.<\/p>\n<p>5.0       Conduit Construction.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211; <\/p>\n<p>     Conduits may be placed by means of trenching, plowing, jack and bore, or<br \/>\n     directional bore.  Conduits will generally be placed on a level grade<br \/>\n     parallel to the surface, with only gradual changes in grade elevation.<\/p>\n<p>     Steel conduit will be joined with threaded collars, Zap-Lok or welding.<\/p>\n<p>     All paved city, state, federal and interstate highways and railroad<br \/>\n     crossings will be encased in steel conduit.  If the crossing is at grade,<br \/>\n     steel is not required if the cable is placed with   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     feet of cover or more,<br \/>\n     and the crossing is directional bored.<\/p>\n<p>     All crossings of major streams, rivers, bays and navigable waterways will<br \/>\n     be placed in HDPE, PVC or steel conduit.<\/p>\n<p>     At all foreign utility\/underground obstacle crossings, split\/solid steel<br \/>\n     conduit will be placed and will extend at least 5 feet beyond the outer<br \/>\n     limits of the obstacle in both directions.<\/p>\n<p>     All jack and bores will use steel conduit.<\/p>\n<p>     All directional bores will use HDPE or steel conduit.<\/p>\n<p>     Any cable placed in rock will be placed in HDPE, PVC or steel conduit.<\/p>\n<p>     Any cable placed in swamp or wetland areas will be placed in HDPE, PVC or<br \/>\n     steel conduit.<\/p>\n<p>     All conduits placed on bridges will be steel.<\/p>\n<p>     All conduits placed on bridges shall have expansion joints placed at each<br \/>\n     structural (bridge) expansion joint or at least every 150 feet, whichever<br \/>\n     is the shorter distance.<\/p>\n<p>6.0       Innerduct Installation.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- <\/p>\n<p>     Innerduct(s) shall be installed in all steel conduits.  No cable will be<br \/>\n     placed directly in any split\/solid steel conduit without innerduct.<\/p>\n<p>     Innerduct(s) shall extend beyond the end of all conduits a minimum of 18<br \/>\n     inches.<\/p>\n<p>7.0       Cable Installation.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212; <\/p>\n<p>     The fiber optic cable shall be installed using a powered pulling winch and<br \/>\n     hydraulic-powered assist pulling wheels.  The maximum pulling force to be<br \/>\n     applied to the fiber optic cable shall be 600 pounds.<\/p>\n<p>     Bends of small radii (less than 20 times the outside diameter of the cable)<br \/>\n     and twists that may damage the cable shall be avoided during cable<br \/>\n     placement.<\/p>\n<p>     The cable shall be lubricated and placed in accordance with the cable<br \/>\n     manufacturer specifications.<\/p>\n<p>     A pulling swivel break-away rated at 600 pounds shall be used at all times.<\/p>\n<p>     All splices will be contained in a handhole or manhole.<\/p>\n<p>     A minimum of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     meters of slack cable will be left in all intermediate<br \/>\n     handholes or manholes.<\/p>\n<p>     A minimum of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     meters of slack cable will be left in all splice locations.<\/p>\n<p>     A minimum of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     meters of slack cable will be left in all facility locations<br \/>\n     (i.e., POP sites, switch sites, regens or CEVs).<\/p>\n<p>8.0       Manholes and Handholes.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- <\/p>\n<p>     Manholes shall be placed in traveled surface streets and shall have locking<br \/>\n     lids.<\/p>\n<p>     Handholes shall be placed in all other areas and be installed with a<br \/>\n     minimum of 18 inches of soil covering the lid.<\/p>\n<p>9.0       EMS Markers.<br \/>\n          &#8212;&#8212;&#8212;&#8211; <\/p>\n<p>     EMS markers shall be placed 6 inches directly above the lid of all buried<br \/>\n     handholes and assist points.  EMS markers fabricated into the lids of<br \/>\n     handholes are acceptable.<\/p>\n<p>10.0      Cable Markers (Warning Signs).<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211; <\/p>\n<p>     Cable markers (with the same information as buried cable warning tape)<br \/>\n     shall be installed at all changes in cable running line direction, splices,<br \/>\n     waterways, subsurface utilities, handholes and at both sides of street,<br \/>\n     highway, bridge or railroad crossings.  At no time shall any markers be<br \/>\n     spaced more than 500 feet apart in metro areas and 1,000 feet apart in non-<br \/>\n     metro areas.  Markers shall be positioned so that they can be seen from the<br \/>\n     location of the cable and generally set facing perpendicular to the cable<br \/>\n     running line.<\/p>\n<p>11.0      Compliance.<br \/>\n          &#8212;&#8212;&#8212;- <\/p>\n<p>     All work will be done in strict accordance with federal, state, local and<br \/>\n     applicable private rules and laws regarding safety and environmental<br \/>\n     issues, including those set forth by OSHA and the EPA.  In addition, all<br \/>\n     work and the resulting fiber system will comply with the current<br \/>\n     requirements of all governing entities (FCC, NEC, DEC, and other national,<br \/>\n     state, and local codes).<\/p>\n<p>12.0      As Built Drawings.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8211; <\/p>\n<p>     As-built drawings will contain a minimum of the following:<\/p>\n<p>          1)  Information showing the location of running line, relative to<br \/>\n          permanent landmarks, including but not limited to, railroad mileposts,<br \/>\n          boundary crossings and utility crossings.<\/p>\n<p>          2)  Splice locations<\/p>\n<p>          3)  Manhole and handhole locations<\/p>\n<p>          4)  Conduit information (type, length, expansion joints, etc.)<\/p>\n<p>          5)  Cable information (manufacturer, type of fiber, type of cable,<br \/>\n          fiber assignments, final cable lengths)<\/p>\n<p>          6)  Notation of all deviations from specifications (depth, etc.)<\/p>\n<p>          7)  ROW detail (type, centerline distances, boundaries, waterways,<br \/>\n          road crossings, known utilities and obstacles)<\/p>\n<p>          8)  Cable marker locations and stationing<\/p>\n<p>          9)  Regeneration locations and floorplans to include FDP assignments<br \/>\n          (also labeled on site)<\/p>\n<p>     Drawings will be updated with actual field data during and after<br \/>\n     construction.<\/p>\n<p>     Metro areas scale shall not exceed 1 inch = 200 feet.<\/p>\n<p>     Rural areas scale shall not exceed 1 inch = 500 feet.<\/p>\n<p>     As-builts will be provided within   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     days after acceptance, in both hard<br \/>\n     copy and electronic format (Auto-CAD version 13.0 or later).  Updates to<br \/>\n     the as-builts will be provided within   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     days of completion of change, like<br \/>\n     a relocation project.<\/p>\n<p>13.0      Aerial Construction.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- <\/p>\n<p>     Subject to prior approval by both parties (which approval shall not be<br \/>\n     unreasonably withheld), aerial construction methods will only be used when<br \/>\n     buried construction techniques are impractical due to environmental<br \/>\n     conditions, schedule or economic considerations, right of way issues, or<br \/>\n     code restrictions.  The parties acknowledge that aerial construction on<br \/>\n     utility towers (not utility poles) using optical groundwire or all<br \/>\n     dielectric self-support methods may be used without FRONTIER approval,<br \/>\n     provided QWEST agrees to give FRONTIER reasonable prior notice of its<br \/>\n     decision to use such aerial methods.<\/p>\n<p>     Aerial design standards and construction techniques will conform with<br \/>\n     industry-accepted practices for aerial fiber optic cable systems.  All<br \/>\n     aerial plant must comply with applicable national (NEC, NESC, etc.), state,<br \/>\n     and local codes.<\/p>\n<p>     The fiber optic cable placed on an aerial system shall be armored and<br \/>\n     designed for aerial applications.<\/p>\n<p>     The cable will be placed in accordance with manufacturer specifications.<br \/>\n     Cable tension will be monitored during placement.  Cable rollers will be<br \/>\n     placed at a maximum interval of 35 feet.  Cable expansion loops will be<br \/>\n     placed at every pole.  Cable identification\/warning tags will be placed at<br \/>\n     every pole.  All cable splices will be buried in handholes or manholes.<\/p>\n<p>     Cable sheath to suspension strand bonds and grounding will be performed at<br \/>\n     the first and last pole of the system and at 0.25 mile intervals.<\/p>\n<p>     Fiber optic cable at all riser poles will be protected with galvanized<br \/>\n     steel U-guard from 12 inches below grade to a point 24 inches below the<br \/>\n     suspension strand.  Conduit sweeps will be used to transition from the U-<br \/>\n     guard to either a handhole or manhole.<\/p>\n<p>     All aerial plant will be designed and constructed with 10M EHS (Class A<br \/>\n     galvanized) suspension strand unless otherwise dictated by the pole owners<br \/>\n     or field conditions.  The<br \/>\n     fiber optic cable will be doubled lashed to the suspension strand using 45<br \/>\n     mil stainless lashing wire.<\/p>\n<p>     Span length shall account for storm loading (wind and ice) in accordance<br \/>\n     with zones outlined in NESC code.  Sags and tensions will be calculated in<br \/>\n     accordance with industry accepted practices and account for strand size,<br \/>\n     span length, ambient temperature at placement, and loading.  The suspension<br \/>\n     strand will be tensioned with a strand dynamometer.  A catenary suspension<br \/>\n     system may be used if the system exceeds maximum span length<br \/>\n     specifications.<\/p>\n<p>     Prior to attachment to any existing pole line, the system will be inspected<br \/>\n     for compliance with applicable codes and standards, as well as the physical<br \/>\n     condition of the poles and existing hardware.  Any make-ready work will be<br \/>\n     reviewed with the pole owner and specifically addressed prior to<br \/>\n     construction.<\/p>\n<p>     If a pole line need be constructed, the preferred poles will be Class 4 (40<br \/>\n     feet) and Class 5 (35 feet).  Use of the preferred poles will make it<br \/>\n     unnecessary to calculate pole loading (horizontal, vertical, and bending<br \/>\n     moments) in most field conditions.  Some unusual conditions may require the<br \/>\n     use of a stronger class pole.  Depth of placement will be dictated by soil<br \/>\n     conditions, slope of terrain, and length of pole.  Poles will be guyed in<br \/>\n     accordance with industry-accepted standards.  All pole attachment hardware<br \/>\n     will be galvanized steel.<\/p>\n<p>     Aerial cable will be placed below power attachments and above all other<br \/>\n     attachments unless otherwise dictated by the pole owner.  Pole contact<br \/>\n     clearances and locations will be dictated by current NESC code and the<br \/>\n     presence of existing attachments; however, the following minimum objective<br \/>\n     clearances will apply:<\/p>\n<p>          a)  Power line &#8211; 40 inches (below)<br \/>\n          b)  Non-current carrying power line &#8211; 30 inches<br \/>\n          c)  Telephone, CATV, and other signal lines &#8211; 12 inches (above)<\/p>\n<p>     Vertical clearances for crossings or parallel lines will be dictated by<br \/>\n     current NESC code; however, the objective clearance for most objects<br \/>\n     (roads, alleys, etc.) is 18 feet (at 100 degrees F) with the exception of<br \/>\n     railroad tracks and waterways which have an objective of 27 feet (at 100<br \/>\n     degrees F).<\/p>\n<p>14.0      Approval of Deviations From Specifications.<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212; <\/p>\n<p>     Qwest will seek the approval of FRONTIER, which approval shall not be<br \/>\n     unreasonably withheld or delayed, prior to undertaking any construction<br \/>\n     which will deviate from the Construction Specifications set forth in this<br \/>\n     Exhibit C.<\/p>\n<p>                                   EXHIBIT D<\/p>\n<p>            Fiber Cable Splicing, Testing and Acceptance Procedures<br \/>\n            &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>     1.  All splices will be performed with an industry-accepted fusion splicing<br \/>\nmachine.  Qwest will perform two stages of testing during the construction of a<br \/>\nnew fiber cable route.  Initially, OTDR tests will be taken from one direction.<br \/>\nAs soon as fiber connectivity has been achieved to both regen sites, Qwest will<br \/>\nverify and record the continuity of all fibers.  Qwest will take and record<br \/>\npower level readings on all fibers in both directions.  Qwest will bi-<br \/>\ndirectional OTDR test all fibers.<\/p>\n<p>     2.  During the initial construction, it is only possible to measure the<br \/>\nfiber from one direction.  Because of this, splices will be qualified during<br \/>\ninitial construction with an OTDR from only one direction.  The profile<br \/>\nalignment system or light injection detection system on the fusion splicer may<br \/>\nbe used to qualify splices as long as a close correlation to OTDR data is<br \/>\nestablished.  The pigtails will also be qualified at this stage using an OTDR<br \/>\nand a minimum 1 km launch reel.  All measurements at this stage in construction<br \/>\nwill be taken at 1550 nm.<\/p>\n<p>     3.  After Qwest has provided end-to-end connectivity on the fibers, bi-<br \/>\ndirectional span testing will be done.  These measurements must be made after<br \/>\nthe splice manhole or handhole is closed in order to check for macro-bending<br \/>\nproblems.  Continuity tests will be done to verify that no fibers have been<br \/>\n&#8220;frogged&#8221; or crossed in any of the splice points.  Once the pigtails have been<br \/>\nspliced, loss measurements will be recorded using an industry-accepted laser<br \/>\nsource and a power meter.  OTDR traces will be taken and splice loss<br \/>\nmeasurements will be recorded.  Qwest will also store OTDR traces on diskette<br \/>\nand on data sheets.  Laser Precision format will be used on all traces.  Qwest<br \/>\nwill provide three copies of all data sheets and tables, and one set of<br \/>\ndiskettes with all traces.<\/p>\n<p>          a.  The power loss measurements shall be made at 1550 nm, and<br \/>\nperformed bi-directionally.<\/p>\n<p>          b.  OTDR traces shall be taken in both directions at 1550 nm.<\/p>\n<p>     4.  The splicing standards are as follows:<\/p>\n<p>          a.  The loss value of the pigtail connector and its associated splice<br \/>\nwill not exceed 0.50 dB.  This value does not include the insertion loss from<br \/>\nits connection to the FDP.  For values greater than this, the splice will be<br \/>\nbroken and respliced until an acceptable loss value is achieved.  If, after five<br \/>\nattempts, Qwest is not able to produce a loss value less than 0.50 dB, the<br \/>\nsplice will be marked as Out-of-Spec (&#8220;OOS&#8221;) on the data sheet.  Each splicing<br \/>\nattempt shall be documented on the data sheet.<\/p>\n<p>          b.  During initial uni-directional OTDR testing, the objective for<br \/>\neach splice is a loss of 0.15 dB or less.  If, after three attempts, Qwest is<br \/>\nnot able to produce a loss value of less than 0.15 dB, then 0.25 dB will be<br \/>\nacceptable.  If, after two additional attempts, a value of less than 0.25 dB is<br \/>\nnot achievable, then the splice will be marked as OOS on the data sheet.  Each<br \/>\nsplicing attempt shall be documented on the data sheet.<\/p>\n<p>          c.  During end-to-end testing of a span (a span shall be FDP to FDP),<br \/>\nthe objective for each splice is a bi-directional average loss of 0.15 dB or<br \/>\nless.<\/p>\n<p>          d.  The standard for each fiber within a span shall be an average bi-<br \/>\ndirectional loss of 0.10 dB or less for each splice.  For example, if a given<br \/>\nspan has 10 splices, each fiber shall have total bi-directional loss (due to the<br \/>\n10 splices) of 1.0 dB or less.  Each individual splice may have a bi-directional<br \/>\nloss of 0.15 dB or less, but the average bi-directional splice loss across the<br \/>\nspan must be 0.10 dB or less.<\/p>\n<p>     5.  The entire fiber optic cable system shall be properly protected from<br \/>\nforeign voltage and grounded with an industry-accepted system.  The current<br \/>\nsystem in use by Qwest is depicted in the attached schematic-DWG No. SAH-1<br \/>\n(typical for Surge Arrestor HH Placement).<\/p>\n<p>     6.  Customer fiber assignments will be consecutive in count and in a<br \/>\nseparate buffer tube (or ribbon or fiber bundles) from others.  The maximum<br \/>\nnumber of fibers within a single buffer tube (or ribbon or fiber bundles) shall<br \/>\nbe 12.<\/p>\n<p>     7.  The fibers shall be terminated to the FDP with Ultra FC-PC connectors,<br \/>\nunless another type of connector is specified.  The pigtails shall be<br \/>\nmanufactured with the same glass as the backbone cable to minimize splice loss.<\/p>\n<p>                                                                       EXHIBIT E<\/p>\n<p>                              FIBER SPECIFICATIONS<\/p>\n<p>[This exhibit contains product specification information that is largely set<br \/>\nforth in graphic format.]<\/p>\n<p>                                  EXHIBIT E-1<\/p>\n<p>[MAP APPEARS HERE]<\/p>\n<p>Exhibit E-1 is a map of the United States with the heading &#8220;Fiber Deployment<br \/>\nDiagram&#8221; showing state lines and routes of the fiber optic network upon<br \/>\ncompletion.  The legend shows that a tan line represents Fiber not designated, a<br \/>\nsolid blue line is LS Fiber (Existing), a broken blue line is LS Fiber<br \/>\n(Planned), a broken red line is Lucent TWF (Planned), a solid turquoise line is<br \/>\nDS Fiber (Existing), and one inch equals 225 miles.  The Fiber Not Designated<br \/>\nRoute travels east to west through Massachusetts, Connecticut, New York,<br \/>\nPennsylvania, New Jersey, Maryland, Virginia, North Carolina, South Carolina,<br \/>\nGeorgia, Tennessee, Kentucky, Ohio, Indiana, Illinois, Wisconsin, Minnesota,<br \/>\nIowa, Missouri, Kansas, Oklahoma, Texas, New Mexico, Arizona, California,<br \/>\nWashington and Oregon.  The LS Fiber (Existing) travels north to south through<br \/>\nTexas, and also north to south through Colorado and New Mexico.  The DS Fiber<br \/>\n(Existing) travels north to south through California.  The Lucent TWF (Planned)<br \/>\ntravels east to west through Ohio, Indiana, Illinois, Missouri, Kansas,<br \/>\nColorado, Utah, and Nevada.<\/p>\n<p>                                 EXHIBIT F<\/p>\n<p>                   Specifications for Regeneration Facilities<br \/>\n                   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     Qwest will install modular, prefabricated, conditioned space along the<br \/>\nright of way to house regeneration and other electronic equipment (supplied by<br \/>\nCustomer) necessary for the operation of the Qwest System.<\/p>\n<p>     Regeneration site facilities consist of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     square feet of caged space in<br \/>\nsuch facilities with separate, lockable secured, 24-hour access.  The buildings<br \/>\nwill be   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     feet wide by approximately   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     feet interior length to provide such<br \/>\nsquare footage.  Also included is access to   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     amps of DC power provided from a<br \/>\ncommon source backed up by a standby generator as described below.  To the<br \/>\nextent provided in the Agreement, any additional space and\/or power required may<br \/>\nbe made available, with Frontier responsible for QWEST&#8217;s incremental cost.<br \/>\nFollowing are the general specifications of the buildings and support equipment.<\/p>\n<p>     Standard production, metal-framed buildings with steel substructure or<br \/>\nconcrete; bullet resistant to 30-06 slugs from 15 feet; walls and ceilings R-19<br \/>\ninsulated.<\/p>\n<p>     Security-type weatherproof exterior light fixtures, equipped with motion<br \/>\nsensors.<\/p>\n<p>     Building is equipped with Marvair Compact II or equivalent redundant HVAC<br \/>\nunits.<\/p>\n<p>     The building platform comes equipped with an external   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     kw backup generator<br \/>\ndesigned to provide power during emergency periods.  The generator fuel tanks<br \/>\nwill have a minimum   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     gallon capacity.  As part of the normal maintenance, the<br \/>\ngenerator will be exercised twice monthly, running on a load bank for a minimum<br \/>\nof    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     .<\/p>\n<p>     Fire extinguishers are provided one inside main door, and one located near<br \/>\nthe HVAC systems.<\/p>\n<p>     A fire suppression system (FM-200) will be in place, as the main overall<br \/>\nfire protection coverage.<\/p>\n<p>     The building will have an earth ground termination bar (safety green wire<br \/>\nground) terminated to building steel and\/or driven ground rod.<\/p>\n<p>     The building will be equipped with A\/C duplex isolated outlets for testing<br \/>\nand miscellaneous equipment.  Such outlets shall be national electronic code and<br \/>\nplaced every 6 feet around perimeter walls.<\/p>\n<p>     The building will have sufficient lighting.<\/p>\n<p>     Two properly sized cable racks will be installed, one from the DC power<br \/>\nsource and one from the FDP.  Qwest will run properly sized cables from the<br \/>\ncommon DC power plant to the Frontier-supplied fuse panel in the Frontier space.<\/p>\n<p>     DC power in the amount of   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     amps shall be provided based upon a one (1) for<br \/>\nN rectifier format (i.e.,    <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     amp units or   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     amp units).  A battery plant capable<br \/>\n                    &#8212;-<br \/>\nof handling the load for a minimum of four (4) hours to ensure uninteruptable<br \/>\npower will be installed in the building.  At remote regeneration locations QWEST<br \/>\nwill also provide a battery plant designed to provide at least  <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    , and   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     at<br \/>\nall other locations, in both cases with sufficient generator fuel to provide   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>backup in the event of a power outage.  The battery plant shall incorporate load<br \/>\ndisconnect protection and batteries capable of recharging in 12 hours.  The<br \/>\nbattery plant shall also include dual battery strings with battery disconnects<br \/>\nfor maintenance purposes.<\/p>\n<p>     Power will be monitored twenty-four (24) hours per day, seven  (7) days a<br \/>\nweek.<\/p>\n<p>     Each party&#8217;s fibers will be terminated in a separate bulkhead module within<br \/>\nthe QWEST fiber distribution panel.<\/p>\n<p>     Upon execution of the IRU Agreement, the parties will finalize the<br \/>\nlocations of the regeneration facilities in accordance with Section 7.2 of the<br \/>\nIRU Agreement.<\/p>\n<p>                                 Exhibit G<br \/>\n                          Regeneration Facility Sites<\/p>\n<table>\n<caption>\n<p>                                                       Estimated      Points<br \/>\nSegment                                                  Route          of        Amplifier<br \/>\n  No.     Segment                                       Miles        Presence       Sites<br \/>\n<s>       <c>                                          <c>           <c>             <c><br \/>\n          Base System<\/p>\n<p>  1A      Chicago to Detroit<br \/>\n            Chicago to South Bend                           86           2             1<br \/>\n            South Bend to Battle Creek                      95           1             1<br \/>\n            Battle Creek to Detroit                        124           1             2<\/p>\n<p>  1B      Detroit to Cleveland<br \/>\n            Detroit to Toledo                               60           1             0<br \/>\n            Toledo to Cleveland                            105           1             1<\/p>\n<p>  1C      Cleveland to Pittsburgh<br \/>\n            Cleveland to Akron                              42           1             0<br \/>\n            Akron to Youngstown                             60           1             0<br \/>\n            Youngstown to Pittsburgh                        60           1             0<\/p>\n<p>  1D      Pittsburgh to Philadelphia<br \/>\n            Pittsburgh to Harrisburg                       238           1             3<br \/>\n            Harrisburg to Philadelphia                     118           1             1<\/p>\n<p>  1E      Philadelphia to Washington<br \/>\n            Philadelphia to Baltimore                      107           1             1<br \/>\n            Baltimore to Washington                         31           1             0<\/p>\n<p>  2A      Cleveland to Columbus                            133           1             2<\/p>\n<p>  2B      Columbus to Cincinnati<br \/>\n            Columbus to Dayton                              60           1             0<br \/>\n            Dayton to Cincinnati                            65           1             0<\/p>\n<p>   4      Indianapolis to Chicago                          215           1             3<\/p>\n<p>   5      Indianapolis to St. Louis                        248           1             4<\/p>\n<p>   6      St. Louis to Kansas City                         297           1             4<\/p>\n<p>   7      Kansas City to Topeka                             75           1             0<\/p>\n<p><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                                                       Exhibit G<\/p>\n<p>                          Regeneration Facility Sites<\/p>\n<table>\n<caption>\n<p>                                                       Estimated      Points<br \/>\nSegment                                                  Route          of        Amplifier<br \/>\n  No.     Segment                                       Miles        Presence       Sites<br \/>\n<s>       <c>                                          <c>           <c>             <c>             <\/p>\n<p>   8      Topeka to Denver                                 565           1             9<\/p>\n<p>  9A      Denver to Grand Junction                         271           1             4<\/p>\n<p>  9B      Grand Junction to Salt Lake City<br \/>\n            Grand Junction to Provo                        265           1             4<br \/>\n            Provo to Salt Lake City                         30           1             0<\/p>\n<p> 10A      Salt Lake City to Reno                           575           1             9<\/p>\n<p> 10B      Reno to Roseville                                136           1             2<\/p>\n<p> 11A      Roseville to Oakland<br \/>\n            Roseville to Sacramento                         19           1             0<br \/>\n            Sacramento to Oakland                           92           1             1<\/p>\n<p> 11B      Oakland to San Jose                               43           1             0<\/p>\n<p> 12A      San Jose to Salinas                               71           1             0<\/p>\n<p> 12B      Salinas to San Luis Obispo                       132           1             2<\/p>\n<p> 12C      San Luis Obispo to Santa Barbara                 119           1             1<\/p>\n<p> 12D      Santa Barbara to Los Angeles                     107           1             1<\/p>\n<p> 13A      Los Angeles to Anaheim                            32           1             0<\/p>\n<p> 13B      Anaheim to San Diego                             132           1             2<\/p>\n<p> 13C      San Diego to Yuma                                235           1             3<\/p>\n<p> 13D      Yuma to Phoenix                                  187           1             3<\/p>\n<p> 14A      Phoenix to Tucson                                123           1             1<\/p>\n<p> 14B      Tucson to El Paso                                310           1             5<\/p>\n<p><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                                                       Exhibit G<\/p>\n<p>                          Regeneration Facility Sites<\/p>\n<table>\n<caption>\n<p>                                                       Estimated      Points<br \/>\nSegment                                                  Route          of        Amplifier<br \/>\n  No.     Segment                                       Miles        Presence       Sites<br \/>\n<s>       <c>                                          <c>           <c>             <c>              <\/p>\n<p> 15A      El Paso to San Antonio                         586           1             9<\/p>\n<p> 15B      San Antonio to Austin                           85           1             1<\/p>\n<p> 15C      Austin to Houston                              221           1             3<\/p>\n<p>  16      Houston to Dallas<br \/>\n            Houston to Bryan                              90           1             1<br \/>\n            Bryan to Mexia                                90           1             1<br \/>\n            Mexia to Dallas                               89           1             1<\/p>\n<p> 17A      Dallas to Oklahoma City<br \/>\n            Dallas to Ft. Worth                           60           1             0<br \/>\n            Ft. Worth to Oklahoma City                   204           1             3<\/p>\n<p> 17B      Oklahoma City to Tulsa                         119           1             1<\/p>\n<p> 17C      Tulsa to Kansas City                           256           1             4<\/p>\n<p>  18      Cincinnati to Indianapolis                     117           0             1<\/p>\n<p>  23      Denver to El Paso<br \/>\n            Denver to Colorado Springs                    76           1             0<br \/>\n            Colorado Springs to Pueblo                    45           1             0<br \/>\n            Pueblo to Lamy                               288           1             4<br \/>\n            Lamy to Albuquerque                           67           1             0<br \/>\n            Albuquerque to El Paso                       252           0             3<br \/>\n            Lamy to Santa Fe                              18           1             0<\/p>\n<p> 24A      Sacramento to Chico                             98           1             1<\/p>\n<p> 24B      Chico to Redding                                75           1             0<\/p>\n<p> 24C      Redding to Medford                             177           1             2<\/p>\n<p><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                                                      Exhibit G<\/p>\n<p>                          Regeneration Facility Sites<\/p>\n<table>\n<caption>\n<p>                                                       Estimated      Points<br \/>\nSegment                                                  Route          of        Amplifier<br \/>\n  No.     Segment                                       Miles        Presence       Sites<br \/>\n<s>       <c>                                          <c>           <c>             <c>              <\/p>\n<p> 24D      Medford to Eugene                                206           1             3<\/p>\n<p> 24E      Eugene to Portland<br \/>\n            Eugene to Salem                                 69           1             0<br \/>\n            Salem to Portland                               54           1             0<\/p>\n<p>  25      Portland to Seattle                              182           1             2<\/p>\n<p>  27      San Jose to San Francisco                         56           1             0<\/p>\n<p> 28A      Boston to Albany                                 208           2             3<\/p>\n<p> 28B      Albany to Buffalo<br \/>\n            Albany to Utica                                101           1             1<br \/>\n            Utica to Syracuse                               51           1             0<br \/>\n            Syracuse to Rochester                           86           1             1<br \/>\n            Rochester to Buffalo                            60           1             0<\/p>\n<p> 28C      Buffalo to Cleveland                             197           0             3<\/p>\n<p>  29      Albany to New York City<br \/>\n            Albany to Poughkeepsie                          74           1             1<br \/>\n            Poughkeepsie to White Plains                    58           1             0<br \/>\n            White Plains to New York City                   25           1             0<\/p>\n<p>  30      New York City to Philadelphia<br \/>\n            New York City to Newark                         13           1             0<br \/>\n            Newark to Trenton                               48           1             0<br \/>\n            Trenton to Philadelphia                         34           0             0<\/p>\n<p>          Sub Total Base System                         10,198          73           119<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                                                       Exhibit G<\/p>\n<p>                          Regeneration Facility Sites<\/p>\n<table>\n<caption>\n<p>                                                       Estimated      Points<br \/>\nSegment                                                  Route          of        Amplifier<br \/>\n  No.     Segment                                       Miles        Presence       Sites<br \/>\n<s>       <c>                                          <c>           <c>             <c><br \/>\n           Option 1<\/p>\n<p> 22A      Chicago to Cedar Rapids                          255           1             3<\/p>\n<p> 22B      Cedar Rapids to Des Moines                       120           1             1<\/p>\n<p> 22C      Des Moines to Omaha                              140           1             2<\/p>\n<p> 22D      Omaha to Topeka<br \/>\n            Omaha to Lincoln                                80           1             1<br \/>\n            Lincoln to Topeka                              144           0             2<\/p>\n<p>          Sub Total Option 1                               739           4             9<\/p>\n<p>           Option 1A<\/p>\n<p> 21A      Chicago to Milwaukee                              84           1             1<\/p>\n<p> 21B      Milwaukee to Green Bay                           118           1             1<\/p>\n<p> 21C      Green Bay to Minneapolis<br \/>\n            Green Bay to Eau Claire                        190           1             3<br \/>\n            Eau Claire to Minneapolis                      105           1             1<\/p>\n<p> 21D      Minneapolis to Des Moines<br \/>\n            Minneapolis to Owatonna                        104           1             1<br \/>\n            Owatonna to Des Moines                         177           1             3<\/p>\n<p> 22C      Des Moines to Omaha                              140           1             2<\/p>\n<p> 22D      Omaha to Topeka<br \/>\n            Omaha to Lincoln                                80           1             1<br \/>\n            Lincoln to Topeka                              144           0             2<\/p>\n<p>          Sub Total Option 1A                            1,142           8            15<\/p>\n<p><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                                                       Exhibit G<\/p>\n<p>                          Regeneration Facility Sites<\/p>\n<table>\n<caption>\n<p>                                                       Estimated      Points<br \/>\nSegment                                                  Route          of        Amplifier<br \/>\n  No.     Segment                                       Miles        Presence       Sites<br \/>\n<s>       <c>                                          <c>           <c>             <c>              <\/p>\n<p>          Option 2<br \/>\n   3      Cincinnati to Louisville                         107           1             1<\/p>\n<p> 19A      Louisville to Nashville<br \/>\n            Louisville to Bowling Green                    115           1             1<br \/>\n            Bowling Green to Nashville                      74           1             0<\/p>\n<p> 19B      Nashville to Chattanooga                         147           1             2<\/p>\n<p> 19C      Chattanooga to Atlanta                           137           1             2<\/p>\n<p> 20A      Atlanta to Charlotte<br \/>\n            Atlanta to Greenville                          155           1             2<br \/>\n            Greenville to Charlotte                        106           1             1<\/p>\n<p> 20B      Charlotte to Raleigh<br \/>\n            Charlotte to Greensboro                         94            1            1<br \/>\n            Greensboro to Raleigh                           80            1            1<\/p>\n<p> 20C      Raleigh to Richmond<br \/>\n            Raleigh to Rocky Mount                          69            1            0<br \/>\n            Rocky Mount to Portsmouth                      114            1            1<br \/>\n            Portsmouth to Richmond                         118            1            1<\/p>\n<p> 20C      Richmond to Washington<br \/>\n            Richmond to Fredericksburg                      57            1            0<br \/>\n            Fredericksburg to Washington                    53            0            0<\/p>\n<p>          Sub Total Option 2                             1,426           13           13<\/p>\n<p>          Total (Base System)                           10,198           73          119<br \/>\n          Total (Base and Option 1)                     10,937           77          128<br \/>\n          Total (Base and Option 1A)                    11,340           81          134<br \/>\n          Total (Base, Option 1 and Option 2)           12,363           90          141<br \/>\n          Total (Base, Option 1A and Option 2)          12,766           94          147<\/p>\n<p><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                  EXHIBIT G-1<\/p>\n<p>                TEMPORARY SPACE WITHIN CERTAIN QWEST FACILITIES<\/p>\n<p>[This exhibit consists of floor plans in graphic format.]<\/p>\n<p>                                   EXHIBIT H<\/p>\n<p>             Qwest System Maintenance Specifications and Procedures<br \/>\n             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>     Any party responsible for providing maintenance of  the Qwest System<br \/>\nhereunder shall be referred to herein as the &#8220;Service Provider.&#8221;  The party<br \/>\nreceiving maintenance services from the Service Provider hereunder shall be<br \/>\nreferred to herein as the &#8220;Service Recipient&#8221;.  All other capitalized terms not<br \/>\notherwise defined herein shall have their respective meanings as set forth in<br \/>\nthe IRU Agreement of which this Exhibit forms a part.<\/p>\n<p>     1.  Maintenance.<br \/>\n         &#8212;&#8212;&#8212;&#8211; <\/p>\n<p>          (a) Scheduled Maintenance.  Routine maintenance and repair of the<br \/>\n              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nQwest System described in this section (&#8220;Scheduled Maintenance&#8221;) shall be<br \/>\nperformed by or under the direction of Service Provider, at Service Provider&#8217;s<br \/>\nreasonable discretion or at Service Recipient&#8217;s request.  Scheduled Maintenance<br \/>\nshall commence with respect to each Segment upon the effective date of the grant<br \/>\nof the IRU therein, as provided in the IRU Agreement.  Scheduled Maintenance<br \/>\nshall include the following activities:<\/p>\n<p>               (i) Patrol of Qwest System route on a regularly scheduled basis,<br \/>\nwhich will be weekly unless hyrail access is necessary in which case it will be<br \/>\nquarterly;<\/p>\n<p>               (ii) Maintenance of a &#8220;Call-Before-You-Dig&#8221; program and all<br \/>\nrequired and related cable locates;<\/p>\n<p>               (iii)  Maintenance of sign posts along the Qwest System<br \/>\nright-of-way with the number of the local &#8220;Call Before You Dig&#8221; organization<br \/>\nand the 800 number for Qwest&#8217;s &#8220;Call Before You Dig&#8221; program; and<\/p>\n<p>               (iv) Assignment of fiber maintenance technicians to locations<br \/>\nalong the route of the Qwest System at approximately   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT<\/p>\n<p>    -mile intervals<br \/>\ndependent upon terrain and accessibility.<\/p>\n<p>          (b) Unscheduled Maintenance.  Non-routine maintenance and repair of<br \/>\n              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nthe Qwest System which is not included as Scheduled Maintenance (&#8220;Unscheduled<br \/>\nMaintenance&#8221;), shall be performed by or under the direction of Service Provider.<br \/>\nUnscheduled Maintenance shall commence with respect to each Segment upon the<br \/>\neffective date of the grant of the IRU therein, as provided in the IRU<br \/>\nAgreement.  Unscheduled Maintenance shall consist of:<\/p>\n<p>               (i) &#8220;Emergency Unscheduled Maintenance&#8221; in response to an alarm<br \/>\nidentification by Service Provider&#8217;s Operations Center, notification by Service<br \/>\nRecipient or notification by any third party of any failure, interruption or<br \/>\nimpairment in the operation of the<br \/>\nQwest System, or any event imminently likely to cause the failure, interruption<br \/>\nor impairment in the operation of the Qwest System.<\/p>\n<p>               (ii) &#8220;Non-Emergency Unscheduled Maintenance&#8221; in response to any<br \/>\npotential service-affecting situation to prevent any failure, interruption or<br \/>\nimpairment in the operation of the Qwest System.<\/p>\n<p>     Service Recipient shall immediately report the need for Unscheduled<br \/>\nMaintenance to Service Provider in accordance with procedures promulgated by<br \/>\nService Provider from time to time.  Service Provider will log the time of<br \/>\nService Recipient&#8217;s report, verify the problem and will dispatch personnel<br \/>\nimmediately to take corrective action.<\/p>\n<p>     2.  Operations Center.<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8211; <\/p>\n<p>          Service Provider shall operate and maintain a Operations Center (&#8220;OC&#8221;)<br \/>\nstaffed twenty-four (24) hours a day, seven (7) days a week by trained and<br \/>\nqualified personnel.  Service Provider&#8217;s maintenance employees shall be<br \/>\navailable for dispatch twenty-four (24) hours a day, seven (7) days a week.<br \/>\nService Provider shall have its first maintenance employee at the site requiring<br \/>\nEmergency Unscheduled Maintenance activity within     <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>        after the time<br \/>\nService Provider becomes aware of an event requiring Emergency Unscheduled<br \/>\nMaintenance, unless delayed by circumstances beyond the reasonable control of<br \/>\nService Provider.  Service Provider shall maintain a toll-free telephone number<br \/>\nto contact personnel at the OC.  Service Provider&#8217;s OC personnel shall dispatch<br \/>\nmaintenance and repair personnel along the system to handle and repair problems<br \/>\ndetected in the Qwest System, (i) through the Service Recipient&#8217;s remote<br \/>\nsurveillance equipment and upon notification by Service Recipient to Service<br \/>\nProvider, or (ii) upon notification by a third party.<\/p>\n<p>     3.  Cooperation and Coordination.<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- <\/p>\n<p>          (a) Service Recipient shall utilize an Operations Escalation List, as<br \/>\nupdated from time to time, to report and seek immediate initial redress of<br \/>\nexceptions noted in the performance of Service Provider in meeting maintenance<br \/>\nservice objectives.<\/p>\n<p>          Service Recipient will, as necessary, arrange for unescorted access<br \/>\nfor Service Provider to all sites of the Qwest System, subject to applicable<br \/>\ncontractual, underlying real property and other third-party limitations and<br \/>\nrestrictions.<\/p>\n<p>          (c) In performing its services hereunder, Service Provider shall take<br \/>\nworkmanlike care to prevent impairment to the signal continuity and performance<br \/>\nof the Qwest System.  The precautions to be taken by Service Provider shall<br \/>\ninclude notification to Service Recipient.  In addition, Service Provider shall<br \/>\nreasonably cooperate with Service Recipient in sharing information and analyzing<br \/>\nthe disturbances regarding the cable and\/or fibers.  In the event that any<br \/>\nScheduled or Unscheduled Maintenance hereunder requires a traffic roll or<br \/>\nreconfiguration involving cable, fiber, electronic equipment, or regeneration or<br \/>\nother facilities of the Service Recipient, then Service Recipient shall, at<br \/>\nService Provider&#8217;s reasonable request,<br \/>\nmake such personnel of Service Recipient available as may be necessary in order<br \/>\nto accomplish such maintenance, which personnel shall coordinate and cooperate<br \/>\nwith Service Provider in performing such maintenance as required of Service<br \/>\nProvider hereunder.<br \/>\n          (d) Service Provider shall notify Service Recipient at least ten (10)<br \/>\nbusiness days prior to the date in connection with any PSWP of any Scheduled<br \/>\nMaintenance and as soon as possible after becoming aware of the need for<br \/>\nUnscheduled Maintenance.  Service Recipient shall have the right to be present<br \/>\nduring the performance of any Scheduled Maintenance or Unscheduled Maintenance<br \/>\nso long as this requirement does not interfere with Service Provider&#8217;s ability<br \/>\nto perform its obligations under this Agreement.  In the event that Scheduled<br \/>\nMaintenance is canceled or delayed for whatever reason as previously notified,<br \/>\nService Provider shall notify Service Recipient at Service Provider&#8217;s earliest<br \/>\nopportunity, and will comply with the provisions of the previous sentence to<br \/>\nreschedule any delayed activity.<\/p>\n<p>     4.  Facilities.<br \/>\n         &#8212;&#8212;&#8212;- <\/p>\n<p>          (a) Service Provider shall maintain the Qwest System in a manner which<br \/>\nwill permit Service Recipient&#8217;s use, in accordance with the terms and conditions<br \/>\nof the IRU Agreement, of the IRU, the Frontier Fibers and the Associated<br \/>\nProperty required to be provided under the terms of the IRU Agreement.<\/p>\n<p>          Except to the extent otherwise expressly provided in the IRU<br \/>\nAgreement, Service Recipient will be solely responsible for providing and paying<br \/>\nfor any and all maintenance of all electronic, optronic and other equipment,<br \/>\nmaterials and facilities used by Service Recipient in connection with the<br \/>\noperation of the Dark Fibers, none of which is included in the maintenance<br \/>\nservices to be provided hereunder.<\/p>\n<p>     5. Cable\/Fibers.<br \/>\n        &#8212;&#8212;&#8212;&#8212; <\/p>\n<p>          (a) Service Provider shall perform appropriate Scheduled Maintenance<br \/>\non the Cable contained in the Qwest System in accordance with Service Provider&#8217;s<br \/>\nthen current preventative maintenance procedures as agreed to by Service<br \/>\nRecipient, which shall not substantially deviate from standard industry<br \/>\npractice.<\/p>\n<p>          Service Provider shall have qualified representatives on site any time<br \/>\nService Provider has reasonable advance knowledge that another person or entity<br \/>\nis engaging in construction activities or otherwise digging within five (5) feet<br \/>\nof the Cable.<\/p>\n<p>          (c) Service Provider shall maintain sufficient capability to<br \/>\nteleconference with Service Recipient during an Emergency Unscheduled<br \/>\nMaintenance in order to provide regular communication during the repair process.<br \/>\nWhen correcting or repairing Cable discontinuity or damage, including but not<br \/>\nlimited to in the event of Emergency Unscheduled Maintenance, Service Provider<br \/>\nshall use reasonable efforts to repair traffic-affecting discontinuity within<br \/>\nfour (4) hours after the Service Provider maintenance employee&#8217;s arrival at the<br \/>\nproblem site.  In order to accomplish such objective, it is acknowledged that<br \/>\nthe repairs so effected may be temporary in nature.  In such event, within<br \/>\ntwenty-four (24) hours after completion of any such Emergency<br \/>\nUnscheduled Maintenance, Service Provider shall commence its planning for<br \/>\npermanent repair, and thereafter promptly shall notify Service Recipient of such<br \/>\nplans, and shall implement such permanent repair within an appropriate time<br \/>\nthereafter. Restoration of open fibers on fiber strands not immediately required<br \/>\nfor service shall be completed on a mutually agreed-upon schedule. If the fiber<br \/>\nis required for immediate service, the repair shall be scheduled for the next<br \/>\navailable Planned Service Work Period (PSWP).<\/p>\n<p>          (d) In performing repairs, Service Provider shall comply with the<br \/>\nsplicing specifications as set forth in Exhibit D.  Service Provider shall<br \/>\nprovide to Service Recipient any modifications to these specifications as may be<br \/>\nnecessary or appropriate in any particular instance for Service Recipient&#8217;s<br \/>\napproval, which approval shall not be unreasonably withheld.<\/p>\n<p>          (e) Service Provider&#8217;s representatives that are responsible for<br \/>\ninitial restoration of a cut Cable shall carry on their vehicles the typically<br \/>\nappropriate equipment that would enable a temporary splice, with the objective<br \/>\nof restoring operating capability in as little time as possible.  Service<br \/>\nProvider shall maintain and supply an inventory of spare Cable in storage<br \/>\nfacilities supplied and maintained by Service Provider at strategic locations to<br \/>\nfacilitate timely restoration.<\/p>\n<p>     6.  Planned Service Work Period (PSWP).<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;- <\/p>\n<p>          Scheduled Maintenance which is reasonably expected to produce any<br \/>\nsignal discontinuity must be coordinated between the parties.  Generally, this<br \/>\nwork should be scheduled after midnight and before 6:00 a.m. local time.  Major<br \/>\nsystem work such as fiber rolls and hot cuts will be scheduled for PSWP<br \/>\nweekends.  A calendar showing approved PSWP will be agreed upon in the last<br \/>\nquarter of every year for the year to come.  The intent is to avoid jeopardy<br \/>\nwork on the first and last weekends of the month and high-traffic holidays.<\/p>\n<p>     7.  Restoration.<br \/>\n         &#8212;&#8212;&#8212;&#8211; <\/p>\n<p>          (a) Service Provider shall respond to any interruption of service or a<br \/>\nfailure of the Dark Fibers to operate in accordance with the specifications set<br \/>\nforth in Exhibit D (in any event, an &#8220;Outage&#8221;) as quickly as possible (allowing<br \/>\nfor delays caused by circumstances beyond the reasonable control of Service<br \/>\nProvider) in accordance with the procedures set forth herein.<\/p>\n<p>          When restoring a cut Cable in the Qwest System, the parties agree to<br \/>\nwork together to restore all traffic as quickly as possible.  Service Provider,<br \/>\npromptly upon arriving on the site of the cut, shall determine the course of<br \/>\naction to be taken to restore the Cable and shall begin restoration efforts.<br \/>\nService Provider shall splice fibers tube by tube or ribbon by ribbon or fiber<br \/>\nbundle by fiber bundle, rotating between tubes or ribbons operated by the<br \/>\nseparate Interest Holders (as defined in paragraph 9(a)), including Service<br \/>\nRecipient, in accordance with the following described priority and rotation<br \/>\nmechanics; provided that, lit fibers in all buffer tubes or ribbons or fiber<br \/>\n           &#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nbundles shall have priority over any dark fibers in order to allow transmission<br \/>\nsystems to come back on line; and provided further that, Service Provider will<br \/>\n                                  &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\ncontinue such restoration efforts until all lit fibers in all buffer tubes or<br \/>\nribbons are spliced and all traffic<br \/>\nrestored. In general, priority among Interest Holders affected by a cut shall be<br \/>\ndetermined on a rotating restoration-by-restoration and Segment-by-Segment<br \/>\nbasis, to provide fair and equitable restoration priority to all Interest<br \/>\nHolders, subject only to such restoration priority to which Qwest is<br \/>\ncontractually obligated prior to the date of the Agreement. Service Provider<br \/>\nshall use all reasonable efforts to implement a Qwest System-wide rotation<br \/>\nmechanism on a Segment-by-Segment basis so that the initial rotation order of<br \/>\nthe Interest Holders in each Segment is varied (from earlier to later in the<br \/>\norder), such that as restorations occur, each Interest Holder has approximately<br \/>\nequivalent rotation order positions across the Qwest System. Additional<br \/>\nparticipants in the Qwest System that become Interest Holders after the date<br \/>\nhereof shall be added to the restoration rotation mechanism.<\/p>\n<p>          (c) The goal of emergency restoration splicing shall be to restore<br \/>\nservice as quickly as possible.  This may require the use of some type of<br \/>\nmechanical splice, such as the &#8220;3M Fiber Lock&#8221; to complete the temporary<br \/>\nrestoration.  Permanent restorations will take place as soon as possible after<br \/>\nthe temporary splice is complete.<\/p>\n<p>     8.  Subcontracting.<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8211; <\/p>\n<p>          Service Provider may subcontract any of the maintenance services<br \/>\nhereunder; provided that Service Provider shall require the subcontractor(s) to<br \/>\nperform in accordance with the requirement and procedures set forth herein.  The<br \/>\nuse of any such subcontractor shall not relieve Service Provider of any of its<br \/>\nobligations hereunder.<\/p>\n<p>     9.  Fees and Costs.<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>          (a) Scheduled Maintenance Fees.  The fees payable for any and all<br \/>\n              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nScheduled Maintenance hereunder shall be determined in accordance with the<br \/>\nfollowing provisions.  During any time after the Acceptance Date for any Segment<br \/>\nbut subject to paragraph 10 below, Qwest shall be the Service Provider and<br \/>\nprovide Scheduled Maintenance at a cost not to exceed $   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     per route mile per<br \/>\nyear, subject to the CPI adjustment described below (the &#8220;Qwest Fixed Fee&#8221;) and<br \/>\nUnscheduled Maintenance as provided in subparagraph 9 below.  The Scheduled<br \/>\nMaintenance fee payable by Service Recipient shall be equal to a pro rata share<br \/>\nof Qwest&#8217;s Costs, based first upon the number of conduits so maintained by Qwest<br \/>\nand included in such Costs and second upon the number of Interest Holders (as<br \/>\ndefined in Section 10.4 of the Agreement) in the portion of the Qwest System so<br \/>\nmaintained by Qwest and included in such Costs; provided however, the total fee<br \/>\nshall in no event exceed the amount of the Qwest Fixed Fee as adjusted by the<br \/>\nCPI-U Adjustment.<\/p>\n<p>     A quarter of the first such Scheduled Maintenance fee with respect to each<br \/>\nSegment will be due and payable thirty (30) days after the Acceptance Date with<br \/>\nrespect to such Segment.  Thereafter, one quarter of such fee shall be due<br \/>\nquarterly.  All fees shall be paid by Service Recipient within thirty (30) days<br \/>\nof receipt of invoice therefor.  The Qwest Fixed Fee, if applicable, may be<br \/>\nadjusted annually, in Qwest&#8217;s sole discretion, beginning with the first<br \/>\nanniversary date of the execution date of this Agreement, for increases in the<br \/>\nUnited States Bureau of Labor Statistics, CPI-U All Services Index (unadjusted),<br \/>\nas originally published.  Said<br \/>\nadjustment shall be hereinafter referred to as &#8220;CPI-U Adjustment&#8221;. Such fee, as<br \/>\nadjusted by the CPI-U Adjustment, shall be equal to the product of the fee<br \/>\nspecified herein multiplied by the fraction (i) whose numerator is the CPI-U All<br \/>\nServices for March of the previous calendar year for which the adjustment to the<br \/>\nfee is being made, and (ii) whose denominator is the CPI-U All Services for<br \/>\nMarch of the preceding year. The adjusted fee shall remain in effect until the<br \/>\nnext annual fee is due, when a new adjusted fee fixed pursuant to this provision<br \/>\nshall become effective. In no event shall the amount of the fee as adjusted<br \/>\npursuant to this provision be less than the amount of fee in effect for the<br \/>\nimmediately-preceding year. The parties agree that the Index for March 1995 is<br \/>\ndefined as 151.4. In the event that the Bureau of Labor Statistics (or any<br \/>\nsuccessor organization) changes the current base of the CPI-U from 1982-84 =<br \/>\n100, the calculation of a fee under this provision shall be adjusted to ensure<br \/>\nthat Qwest receives the same amount as it would have had, had the base not been<br \/>\nchanged. In the event the Bureau of Labor Statistics or any successor<br \/>\norganization no longer publishes the CPI-U, Qwest, subject to Service<br \/>\nRecipient&#8217;s agreement (which shall not be unreasonably withheld), designate the<br \/>\nstatistical index it deems most appropriate for calculation of adjustments to a<br \/>\nfee and, from the date the CPI-U ceased to be published, such index shall be<br \/>\nused to make adjustments in a fee under this provision.<\/p>\n<p>     On and after the second anniversary of the execution of the Agreement, if<br \/>\neither of FRONTIER or QWEST determines that the Scheduled and Unscheduled<br \/>\nMaintenance to be provided hereunder should be put out to competitive bid<br \/>\nprocess, then such party shall notify the other of such determination, and<br \/>\nthereafter may obtain at least three bids in writing from national or regional<br \/>\nmaintenance providers of sound business and financial reputation to perform the<br \/>\nScheduled and Unscheduled Maintenance hereunder.  Bids for maintenance services<br \/>\nmust be for both Scheduled and Unscheduled Maintenance and must be for portions<br \/>\nof the QWEST System covering at least 1,000 contiguous route miles to provide<br \/>\nfor the most competitive bidding and the best overall maintenance practices at<br \/>\nthe lowest possible cost to Service Recipient.  If a majority of the Interest<br \/>\nHolders agree on acceptable bids, QWEST shall be entitled to elect either to<br \/>\ncontinue to provide the Scheduled and Unscheduled Maintenance, or to subcontract<br \/>\nthe Scheduled and Unscheduled Maintenance obligations hereunder to the lowest<br \/>\nsuch acceptable bidder, in either of which cases the Scheduled Maintenance fee<br \/>\npayable by Service Recipient shall be equal to a pro rata share, based first<br \/>\nupon the number of conduits maintained by QWEST and included in such Costs and<br \/>\nsecond upon the Interest Holders in the portion of the QWEST System covered by<br \/>\nthe bid, of the sum of the lowest acceptable bid price plus a 10% G&amp;A overhead<br \/>\nallowance with QWEST in any such case retaining such overhead allowance.<\/p>\n<p>          (b) Unscheduled Maintenance Fees.  If the aggregate amount of the<br \/>\n              &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nCosts of Unscheduled Maintenance required as a result of any single event or<br \/>\nmultiple, closely-related events is less than<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    ), such Costs shall be borne<br \/>\nby Service Provider. For any other Unscheduled Maintenance, the Costs thereof<br \/>\nshall be allocated among the various Interest Holders in the conduit, cable<br \/>\nand\/or fibers affected thereby as follows: (i) Costs of Unscheduled Maintenance<br \/>\nsolely to or affecting a conduit or cable which houses fibers of a single<br \/>\nInterest Holder shall be borne 100% by such Interest Holder; (ii) Costs of<br \/>\nUnscheduled Maintenance to or affecting a conduit which houses multiple<br \/>\ninnerduct conduits, not including such Costs attributable to the repair or<br \/>\nreplacement of fiber therein, shall be borne proportionately by the<br \/>\nInterest Holders in each of the affected innerduct conduits based on the ratio<br \/>\nthat such affected conduit bears to the total number of affected innerduct<br \/>\nconduits, and (iii) Costs of Unscheduled Maintenance attributable to the repair<br \/>\nor replacement of fiber, including the acquisition, installation, inspection,<br \/>\ntesting and splicing thereof, shall be borne proportionately by the Interest<br \/>\nHolders in the affected fiber, based on the ratio that the number of affected<br \/>\nfibers subject to the interest of each such Interest Holder bears to the total<br \/>\nnumber of affected fibers.  All such Costs which are allocated to Service<br \/>\nRecipient pursuant to the foregoing provisions shall be the responsibility of<br \/>\nand paid by Service Recipient within thirty (30) days after its receipt from<br \/>\nService Provider of an invoice therefor.<\/p>\n<p>          (c) Costs.  &#8220;Costs&#8221; means the actual, direct costs paid or payable in<br \/>\n              &#8212;&#8211;<br \/>\naccordance with the established accounting procedures generally used by each<br \/>\nparty, as the case may be, and which it utilizes in billing third parties for<br \/>\nreimbursable projects, which costs shall include, without limitation, the<br \/>\nfollowing:  (i) labor costs, including wages and salaries, and benefits and<br \/>\noverhead allocable to such labor costs (overhead allocation percentage shall not<br \/>\nexceed the lesser of (x) the percentage Service Provider typically allocates to<br \/>\nits internal projects or (y) thirty percent (30%), and (ii) other direct costs<br \/>\nand out-of-pocket expenses on a pass-through basis (e.g., equipment, materials,<br \/>\nsupplies, contract services, etc.).<\/p>\n<p>     10.  Term.<br \/>\n          &#8212;- <\/p>\n<p>          Service Provider&#8217;s obligation to perform maintenance on the relevant<br \/>\nportion of the Qwest System shall be for an initial term expiring   <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    , and unless<br \/>\na different Service Provider is selected by the Interest Holders under a<br \/>\nmutually agreed selection process, then Qwest shall be the Service Provider.<br \/>\nThereafter, Qwest shall have no obligation to provide Scheduled or Unscheduled<br \/>\nMaintenance hereunder, but shall be entitled to participate in any process<br \/>\nselected by the Interest Holders as a potential Service Provider.<\/p>\n<p>                                   EXHIBIT I<\/p>\n<p>                              Form of Surety Bond<br \/>\nAIU Insurance Company<br \/>\nAmerican Fidelity Company<br \/>\nAmerican Home Assurance Company<br \/>\nGranite State Insurance Company<br \/>\nIllinois National Insurance Company<br \/>\nThe Insurance Company of the State of Pennsylvania<br \/>\nNational Union Fire Insurance  Company of Pittsburgh, Pa.<br \/>\nNew Hampshire Insurance Company<\/p>\n<p>Worldwide Bonding<br \/>\nAMERICAN INTERNATIONAL COMPANIES<br \/>\nPrincipal Bond Office<br \/>\n70 Pine Street, New York, N.Y. 10270<\/p>\n<p>CONTRACT BOND<\/p>\n<p>KNOW ALL MEN BY THESE PRESENTS:<\/p>\n<p>That &#8212;&#8212;&#8212;&#8212;&#8212;, as Principal, and &#8212;&#8212;&#8212;, as Surety, are held and<br \/>\nfirmly bound unto &#8212;&#8212;-, as Obligee, in the sum of &#8212;&#8211; Dollars($&#8212;&#8211;), for<br \/>\nthe payment of which sum, well and truly to be made, the Principal and Surety<br \/>\nbind themselves, their heirs, executors, administrators, successors and assigns,<br \/>\njointly and severally, firmly by these presents.<\/p>\n<p>WHEREAS, The principal has entered into a written contract dated &#8212;&#8212;&#8212;- with<br \/>\nthe Obligee for &#8212;&#8212;&#8212;- which contract is by reference made a part hereof.<\/p>\n<p>NOW, THEREFORE, THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, That if the above<br \/>\nbounden Principal shall well and truly keep, do and perform, each and every, all<br \/>\nand singular, the matters and things in said contract set forth and specified to<br \/>\nbe by the said Principal kept, done and performed at the time and in the manner<br \/>\nin said contract specified, and shall pay over, make good and reimburse to the<br \/>\nabove named Obligee, all loss and damage which said Obligee may sustain by<br \/>\nreason of failure or default on the part of said Principal, then this obligation<br \/>\nshall be void; otherwise, it shall remain in full force and effect.<\/p>\n<p>Signed, sealed and dated &#8212;&#8212;&#8212;-<\/p>\n<p>&#8211; &#8212;&#8212;&#8212;-<br \/>\n(Principal)  (Seal)<\/p>\n<p>&#8211; &#8212;&#8212;&#8212;&#8211;<br \/>\n(Witness)<\/p>\n<p>By&#8212;&#8212;&#8212;-<\/p>\n<p>(Title)<\/p>\n<p>&#8211; &#8212;&#8212;&#8212;-<br \/>\n(Surety)<\/p>\n<p>Bond No. &#8212;&#8212;&#8212;-<\/p>\n<p>By&#8212;&#8212;&#8212;-<br \/>\nAttorney in Fact<\/p>\n<p>OPERATIVE SURETY LANGUAGE:<\/p>\n<p>NOW, THEREFORE, THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, that if the above<br \/>\nbounden Principal shall well and truly keep, do and perform, each and every, all<br \/>\nand singular, the matters and things in said contract set forth and specified to<br \/>\nbe by the said Principal kept, done and performed at the time and in the manner<br \/>\nin said contract specified, and shall pay over, make good and reimburse to the<br \/>\nabove named Obligee, those amounts to which Obligee may be entitled under said<br \/>\ncontract (including without limitation, Section 18.2 thereof) by reason of<br \/>\nfailure or default on the part of said Principal, then this obligation shall be<br \/>\nvoid; otherwise, it shall remain in full force and effect.<\/p>\n<p>                                   EXHIBIT J<\/p>\n<p>                             UNDERLYING RIGHTS AND<br \/>\n                             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                         UNDERLYING RIGHTS REQUIREMENTS<br \/>\n                         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<\/p>\n<p>Note:  Prior to April 6, 1995 Qwest Communications Corporation was known as<br \/>\n       &#8220;Southern Pacific Telecommunications Company,&#8221; and the documents listed<br \/>\n       below that predate April 6, 1995 are in that former name.<\/p>\n<p>Pueblo Easements:<br \/>\nEasement Agreement dated October 25, 1995 between the Pueblo of Santa Ana and<br \/>\nQwest Communications Corporation.<\/p>\n<p>Easement Agreement dated February 2, 1996 between the Pueblo of Santo Domingo<br \/>\nand Qwest Communications Corporation.<\/p>\n<p>Easement Agreement dated February 26, 1996 between the Pueblo of San Felipe and<br \/>\nQwest Communications Corporation.<\/p>\n<p>Easement Agreement dated April 12, 1996 between the Pueblo of Isleta and Qwest<br \/>\nCommunications Corporation.<\/p>\n<p>Easement Agreement dated June 6, 1996 between the Pueblo of Sandia and Qwest<br \/>\nCommunications Corporation.<\/p>\n<p>SPTCo Easement:<br \/>\nEasement Agreement dated September 30, 1991 between Southern Pacific<br \/>\nTransportation Company, as Grantor, and Southern Pacific Telecommunications<br \/>\nCompany, as Grantee.<\/p>\n<p>Fifth Amendment to Easement Agreement dated August 9, 1996 between Southern<br \/>\nPacific Transportation Company, as Grantor, and Qwest Communications<br \/>\nCorporation, as Grantee.<\/p>\n<p>D&amp;RGW Easement:<br \/>\nEasement Agreement dated September 30, 1991 between Denver and Rio Grande<br \/>\nWestern Railroad Company, as Grantor, and Southern Pacific Telecommunications<br \/>\nCompany, as Grantee.<\/p>\n<p>First Amendment to Easement Agreement dated July 14, 1993 between Denver and Rio<br \/>\nGrande Western Railroad Company, as Grantor, and Southern Pacific<br \/>\nTelecommunications Company, as Grantee.<\/p>\n<p>Second Amendment to Easement Agreement dated May 1, 1995 between Denver and Rio<br \/>\nGrande Western Railroad Company, as Grantor, and Southern Pacific<br \/>\nTelecommunications Company, as Grantee.<\/p>\n<p>SSW Easement:<br \/>\nEasement Agreement dated September 30, 1991 between St. Louis Southwestern<br \/>\nRailway, as Grantor, and Southern Pacific Telecommunications Company, as<br \/>\nGrantee.<\/p>\n<p>Second Amendment to Easement Agreement dated November 16, 1994 between St. Louis<br \/>\nSouthwestern Railway, as Grantor, and Southern Pacific Telecommunications<br \/>\nCompany, as Grantee.<\/p>\n<p>ATSF Easement<\/p>\n<p>Master Rail Corridor Fiber Optic Agreement dated December 5, 1994 between The<br \/>\nAtchison, Topeka and Santa Fe Railway Company, as Grantor, and Southern Pacific<br \/>\nTelecommunications Company, as Grantee.<\/p>\n<p>CSX Easement:<br \/>\nFiber Optic Placement Agreement dated as of March 1, 1995 between CSX<br \/>\nTransportation, Inc., as Grantor, and Southern Pacific Telecommunications<br \/>\nCompany, as Grantee.<\/p>\n<p>Letter Agreement dated as of March 1, 1995 between CSX Transportation, Inc., as<br \/>\nGrantor, and Southern Pacific Telecommunications Company, as Grantee.<\/p>\n<p>DART Easement:<br \/>\nFiber Optics Agreement dated as of February 3, 1994 between Dallas Area Rapid<br \/>\nTransit, as Grantor, and Southern Pacific Telecommunications Company, as<br \/>\nGrantee.<\/p>\n<p>First Amendment to Fiber Optics Agreement dated as of November 13, 1995 between<br \/>\nDallas Area Rapid Transit, as Grantor, and Southern Pacific Telecommunications<br \/>\nCompany, as Grantee.<\/p>\n<p>Fiber Optics Easement dated as of December 21, 1994 between Dallas Area Rapid<br \/>\nTransit, as Grantor, and Southern Pacific Telecommunications Company, as<br \/>\nGrantee.<\/p>\n<p>MTA Easement:<br \/>\n(SPTCo Easement Agreement dated September 30, 1991 was assigned as part of sale<br \/>\nof route.)<\/p>\n<p>Amendment to Easement Agreement dated January 13, 1995 between the Los Angeles<br \/>\nCounty Metropolitan Transportation Authority, as Grantor, and Southern Pacific<br \/>\nTelecommunications Company, as Grantee.<\/p>\n<p>First Severance Agreement and Amendment to Easement Agreement dated June 23,<br \/>\n1995 between Los Angeles County Metropolitan Transportation Authority and<br \/>\nSouthern Pacific Telecommunications Company.<\/p>\n<p>Public Easements:<br \/>\nLicense Agreement dated March 2, 1993 between the Utah Department of<br \/>\nTransportation and Southern Pacific Telecommunications Company.<\/p>\n<p>Agreement dated March 17, 1992 between The Moffat Tunnel Improvement District<br \/>\nand Southern Pacific Telecommunications Company.<\/p>\n<p>License Agreement dated September 11, 1995 between the City and County of<br \/>\nDenver, Board of Water Commissioners and SP Construction Services (covering the<br \/>\nHighline Canal Property).<\/p>\n<p>License Agreement dated August 30, 1995 between the City and County of Denver,<br \/>\nBoard of Water Commissioners and SP Construction Services (covering Conduit<br \/>\nNumber 55).<\/p>\n<p>License Agreement dated August 30, 1995 between the City and County of Denver,<br \/>\nBoard of Water Commissioners and SP Construction Services (covering Conduit<br \/>\nNumber 96).<\/p>\n<p>License Agreement No. 95-01-25 dated July 24, 1995 between the City of Aurora,<br \/>\nDirector of Utilities and Qwest Communications Corporation.<\/p>\n<p>License Agreement dated August 18, 1995 between the City of Aurora, Director of<br \/>\nUtilities and Qwest Communications Corporation.<\/p>\n<p>Arapahoe County Street Cut and R.O.W. Use Permit Nos. SC5212, SC5213, SC5193,<br \/>\nSC5191, SC5190, SC5194, SC5195, and SC5192 issued to Southern Pacific<br \/>\nTelecommunications Company by Arapahoe County.<\/p>\n<p>Utility Permit Nos. 596067, 595099, 95-145, 95-147, and 95-149 issued to<br \/>\nSouthern Pacific Telecommunications Company by the Colorado Department of<br \/>\nTransportation.<\/p>\n<p>Permit for Right-of-Way Use and\/or Construction Permit No. 1095 1262 E issued by<br \/>\nSP Construction Services by Douglas County.<\/p>\n<p>Utility Permit Nos. 7528, 7526, and 7525 issued to Qwest Communications<br \/>\nCorporation by the Colorado Department of Transportation.<\/p>\n<p>Permit dated March 3, 1995 issued to SP Telecom Construction Services by the<br \/>\nHuerfano County Road and Bridge Department.<\/p>\n<p>Permit for Construction and Installation of Communication Facilities in Public<br \/>\nRights of Way (Permit No. TFI-95-002)  dated February 21, 1995 issued to<br \/>\nSouthern Pacific Telecommunications Company by Las Animas County.<\/p>\n<p>Contractor License No. 70 dated May 9, 1995 issued to Southern Pacific<br \/>\nTelecommunications by the Town of Aguilar.<\/p>\n<p>Permit dated April 28, 1995 issued to Southern Pacific Telecommunications<br \/>\nCompany by the Town of Aguilar.<\/p>\n<p>Right-of-Way 2983, Book 29, dated March 22, 1995 between the State of Colorado,<br \/>\nState Board of Land Commissioners, as Grantor, and Qwest Communications<br \/>\nCorporation, as Grantee.<\/p>\n<p>Letter dated April 25, 1995 from the City of Trinidad, authorizing SP Telecom to<br \/>\nproceed with construction on the North Linden Avenue Communication Conduits.<\/p>\n<p>Ordinance No. 950310 issued by the City of Kansas City, Missouri, granting<br \/>\nSouthern Pacific Telecommunications Company and MCI Telecommunications<br \/>\nCorporation the right to install and maintain underground telecommunication<br \/>\nlines.<\/p>\n<p>Missouri Highway and Transportation Commission Permit Nos. 6-95-00288, 6-95-<br \/>\n00286, 6-95-00287, 4-95-00682, 4-95-00681, 4-95-00683, and 4-95-00662 and<br \/>\nExcavation Permit(s) Receipts.<\/p>\n<p>Private Easements:<br \/>\nEasement dated November 21, 1995 between American Federation of Human Rights, as<br \/>\nGrantor and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated September 26, 1995 between Ray W. Harness and Dorothy Elaine<br \/>\nHarness, as Grantors and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated December 4, 1995 between James G. Armstrong and Bessie M.<br \/>\nArmstrong, as Grantors and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated March 29, 1995 between Louis P. Vezzani and Evelyn M. Vezzani, as<br \/>\nGrantors and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated March 29, 1995 between Walsenburg Sand and Gravel Company, as<br \/>\nGrantor and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated March 29, 1995 between Joe Mario Amedei, as Grantor and Qwest<br \/>\nCommunications Corporation, as Grantee.<\/p>\n<p>Easement dated March 30, 1995 between Lindo P. Vezzani and Sharron L. Vezzani,<br \/>\nas Grantors and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated May 19, 1995 between Ludvik Propane Gas, as Grantor and Qwest<br \/>\nCommunications Corporation, as Grantee.<\/p>\n<p>Easement dated March 30, 1995 between Samuel J. Capps, as Grantor and Qwest<br \/>\nCommunications Corporation, as Grantee.<\/p>\n<p>Easement dated April 17, 1995 between John James Fatur, as Grantor and Qwest<br \/>\nCommunications Corporation, as Grantee.<\/p>\n<p>Easement dated May 15, 1995 between Mark Bracco and Vicki Lynn Graham, as<br \/>\nGrantors and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement between Pamela L. Breitbarth (2\/19\/96), Virginia A. Buczek (4\/17\/95),<br \/>\nRoss A. Swanson (7\/17\/95),  James R. Coressel (4\/16\/95) and Imogene Coressel<br \/>\n(4\/16\/95), as Grantors  and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated March 30, 1995 between Bud Adams and Janna Adams, as Grantors,<br \/>\nand Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated March 31, 1995 between Trinidad Properties, Inc. and MYBI<br \/>\nPartnership, as Grantors, and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated June 6, 1995 between Rose Wirth, as Grantor, and Qwest<br \/>\nCommunications Corporation, as Grantee.<\/p>\n<p>Easement dated May 5, 1995 between Harold A. Winter and Viola A. Winter, as<br \/>\nGrantors, and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated May 18, 1995 between Ayuda Me Dios, as Grantor, and Qwest<br \/>\nCommunications Corporation, as Grantee.<\/p>\n<p>Easement dated April 19, 1995 between Gabriel Saliba and Mary J. Saliba, as<br \/>\nGrantors, and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated June 1, 1995 between Interstate Underground Warehouse and<br \/>\nIndustrial Park, Inc., as Grantor, and Qwest Communications Corporation, as<br \/>\nGrantee.<\/p>\n<p>Easement dated May 26, 1995 between Delbert Rustman and Juanita Rustman, as<br \/>\nGrantors, and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Easement dated August 28, 1996 between Red Creek Ranch, Inc., as Grantor and<br \/>\nQwest Communications, as Grantee (Pueblo, CO).<\/p>\n<p>Miscellaneous Easements<br \/>\nGrant of Right of Way and Easement dated December 20, 1961 between J. A.<br \/>\nHumphrey and A. Pollard Simons, as Grantors, and American Liberty Pipe Line<br \/>\nCompany, as Grantee.<\/p>\n<p>Amendment to Right-of-Way Agreement dated April 19, 1994 between Haynes\/LICO<br \/>\nProperties II, as Grantor, and Southern Pacific Telecommunications Company, as<br \/>\nGrantee.<\/p>\n<p>Amendment to Right of Way Grant dated January 31, 1996 between Prestonwood Golf<br \/>\nClub Corporation, as Grantor, and Qwest Communications Corporation, as Grantee.<\/p>\n<p>Miscellaneous Documents:<br \/>\nSP Construction Services Safety Manual<br \/>\nRailroad Safety-Rules Governing Contractors Working on Railroads<\/p>\n<p>Railroad Rules and Instructions for Maintenance of Way and Engineering and<br \/>\nOperating Manuals for Southern Pacific Lines<\/p>\n<p>The Atchison, Topeka and Santa Fe Railway Company Manual<\/p>\n<p>                                   EXHIBIT K<\/p>\n<p>                                    GUARANTY<br \/>\n                                    &#8212;&#8212;&#8211;<\/p>\n<p>     This GUARANTY, dated as of October 18, 1996, is from FRONTIER CORPORATION,<br \/>\na New York corporation (hereafter called &#8220;Guarantor&#8221;), to and for the benefit of<br \/>\nQWEST COMMUNICATIONS CORPORATION, a Delaware corporation (hereafter called<br \/>\n&#8220;QWEST&#8221;).<\/p>\n<p>                                    Recital<br \/>\n                                    &#8212;&#8212;-<\/p>\n<p>     FRONTIER COMMUNICATIONS INTERNATIONAL INC. (hereafter called &#8220;FCI&#8221;), a<br \/>\nwholly-owned subsidiary of Guarantor, entered into a IRU Agreement dated as of<br \/>\nOctober 18, 1996, by and between QWEST and FCI (the &#8220;Agreement&#8221;). QWEST would<br \/>\nnot have entered into the Agreement except for the request of Guarantor and the<br \/>\nexecution and delivery of this Guaranty.<\/p>\n<p>                                   Agreement<br \/>\n                                   &#8212;&#8212;&#8212;<\/p>\n<p>     NOW, THEREFORE, as a material inducement to QWEST to enter into the<br \/>\nAgreement with FCI and for other good and valuable consideration, the receipt<br \/>\nand sufficiency of which are hereby acknowledged, Guarantor and QWEST hereby<br \/>\nagree as follows:<\/p>\n<p>     1.  Guaranty.  Guarantor hereby unconditionally and irrevocably guaranties<br \/>\n         &#8212;&#8212;&#8211;<br \/>\nto QWEST the full and punctual payment of all IRU fees payable by FCI pursuant<br \/>\nto the Agreement as set forth in Article II of the Agreement and on the IRU Fee<br \/>\nPayment Schedule attached to the Agreement, and the full and punctual payment of<br \/>\nall other amounts payable by FCI under the Agreement, including the payment of<br \/>\nany interest and all costs and expenses, including reasonable attorneys&#8217; fees,<br \/>\nincurred by QWEST in collecting payment or enforcing this Guaranty, pursuant to<br \/>\nthe terms of the Agreement (the payment and other obligations are collectively<br \/>\nreferred to as the &#8220;Obligations&#8221;).<\/p>\n<p>     2.  Unconditional Obligations.  Guarantor understands and agrees that this<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nGuaranty is direct, immediate, absolute, continuing, unconditional and<br \/>\nunlimited, and is a guaranty of payment and not of collection.  If FCI shall<br \/>\nfail to pay or perform any of the Obligations, Guarantor shall pay, forthwith<br \/>\nupon demand, to QWEST or to QWEST&#8217;s designated agent, any and all such amounts<br \/>\nas may be due and owning from FCI to QWEST.<\/p>\n<p>     3.  Guarantor&#8217;s Waivers.  Guarantor waives:<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-                    <\/p>\n<p>          (a) notice of the creation or extension of any Obligation by FCI;<\/p>\n<p>          (b) notice that FCI has taken or omitted to take any action under the<br \/>\nAgreement or any other instrument relating thereto or relating to any<br \/>\nObligation;<\/p>\n<p>          (c) notice of acceptance of this Guaranty;<\/p>\n<p>          (d) demand, presentation for payment and notice of demand, nonpayment<br \/>\nor nonperformance;<\/p>\n<p>          (e) any and all right to participate in any security held by QWEST now<br \/>\nor in the future;<\/p>\n<p>          (f) the right to require QWEST to (i) proceed against FCI, (ii)<br \/>\nproceed against or exhaust any security which QWEST now holds or may hold in the<br \/>\nfuture from FCI; (iii) pursue any other right or remedy available to QWEST, or<br \/>\n(iv) have the property of FCI first applied to the discharge of the Obligations;<br \/>\nand<\/p>\n<p>          (g) any defense by reason of bankruptcy, reorganization, discharge by<br \/>\nthe filing of bankruptcy or discharge in bankruptcy of FCI;<\/p>\n<p>     Guarantor further agrees that the Guaranty will not be discharged and shall<br \/>\nremain in full force and effect until full payment and performance of all<br \/>\nObligations of FCI and the liabilities of Guarantor hereunder.<\/p>\n<p>     4.  Guarantor&#8217;s Representations and Warrants.  Guarantor represents and<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nwarrants that:<br \/>\n          (a) any financial information provided by Guarantor to QWEST was<br \/>\nprepared in accordance with generally accepted accounting principles and<br \/>\naccurately and fairly represents the financial condition on the date stated and<br \/>\nunderstands QWEST is relying on such information; and<\/p>\n<p>          (b) Guarantor has a financial interest in FCI.<\/p>\n<p>     5.  Consent.  Guarantor understands and consents that from time to time,<br \/>\n         &#8212;&#8212;-<br \/>\nand without further notice to or consent of Guarantor, QWEST may take any or all<br \/>\nof the following actions without releasing, discharging or in any way affecting<br \/>\nthe obligations of Guarantor under this Guaranty:<\/p>\n<p>          (a) extend, renew, modify, compromise, settle, or release the<br \/>\nObligations;<\/p>\n<p>          (b) any modification or amendment of or supplement to the Agreement;<\/p>\n<p>          (c) release or compromise any liability of any party or parties with<br \/>\nrespect to the Obligations; or<\/p>\n<p>          (d) exercise or refrain from exercising any right or remedy of QWEST<br \/>\nunder the Agreement.<\/p>\n<p>     6.  Assignment.  Guarantor understands and agrees that any assignment of<br \/>\n         &#8212;&#8212;&#8212;-<br \/>\nthe Agreement, or any rights or obligations accruing thereunder, shall in no way<br \/>\naffect Guarantor&#8217;s obligations under this Guaranty.<\/p>\n<p>     7.  Delay in Enforcement.  Guarantor understands and agrees that any<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nfailure or delay of QWEST to enforce any of its rights under the Agreement or<br \/>\nthis Guaranty shall in no way affect Guarantor&#8217;s obligations under this<br \/>\nGuaranty.<\/p>\n<p>     8.  Notices.  Notices to Guarantor are not required under this Guaranty.<br \/>\n         &#8212;&#8212;-<br \/>\nHowever, if notice is delivered, unless otherwise provided herein, it shall be<br \/>\nhand delivered, sent by registered or certified U.S. mail, postage prepaid, or<br \/>\nby commercial overnight delivery service, or transmitted by facsimile, and shall<br \/>\nbe deemed served or delivered to Guarantor when received at the address set<br \/>\nforth after the signature line below, upon confirmation of sending when sent by<br \/>\nfax, on the day after being sent when sent by overnight delivery service, or<br \/>\nthree (3) days after deposit in the mail when sent by U.S. mail.<\/p>\n<p>     9.  Severability.  In case any provision of this Guaranty shall be invalid,<br \/>\n         &#8212;&#8212;&#8212;&#8212;<br \/>\nillegal or unenforceable, such provision shall be severable from the rest of<br \/>\nthis Guaranty and the validity, legality or enforceability of the remaining<br \/>\nprovisions shall not in any way be affected or impaired thereby.<\/p>\n<p>     10.  Applicable Law and Jurisdiction.  This Guaranty and the rights and<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nobligations of the parties hereto shall be governed by and construed and<br \/>\nenforced in accordance with the laws of the state of New York.  Guarantor agrees<br \/>\nthat the exclusive venue for any actions related to this Guaranty shall be the<br \/>\nFederal District Court for the New York or in the alternative the courts of<br \/>\nMonroe County, New York.<\/p>\n<p>     11.  Amendments.  No amendment, modification or alteration of this Guaranty<br \/>\n          &#8212;&#8212;&#8212;-<br \/>\nshall be effective unless in writing and signed by the parties hereto or their<br \/>\nrespective successors or assigns.<\/p>\n<p>     12.  Successors and Assigns.  This Guaranty shall be binding upon and shall<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\ninure to the benefit of the successors and assigns of the parties hereto.<\/p>\n<p>     13.  Attorneys&#8217; Fees.  If any action shall be instituted by either QWEST or<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nGuarantor for the enforcement or interpretation of any of its rights, remedies<br \/>\nor obligations in or under this Guaranty, the prevailing party shall be entitled<br \/>\nto recover from the losing party all costs incurred by the prevailing party in<br \/>\nsuch action and any appeal therefrom, including reasonable attorneys&#8217; fees and<br \/>\ncourt costs to be fixed by the court therein.<\/p>\n<p>     THIS GUARANTY IS FREELY AND VOLUNTARILY GIVEN WITHOUT ANY DURESS OR<br \/>\nCOERCION AND AFTER GUARANTOR HAS EITHER CONSULTED WITH COUNSEL, OR HAS BEEN<br \/>\nGIVEN AN OPPORTUNITY TO DO SO, AND GUARANTOR HAS CAREFULLY AND COMPLETELY READ<br \/>\nALL OF THE TERMS AND PROVISIONS OF THE AGREEMENT AND THIS GUARANTY.<\/p>\n<p>     IN WITNESS WHEREOF, this Guaranty has been executed as of the date first<br \/>\nabove written.<\/p>\n<p>                              GUARANTOR:<\/p>\n<p>                              FRONTIER CORPORATION, a New York<br \/>\n                                corporation<\/p>\n<p>                               \/s\/ Robert L. Barrett<br \/>\n                              ___________________________________<br \/>\n                              By:  Robert L. Barrett<br \/>\n                              Title:  Executive Vice President<\/p>\n<p>                              Guarantor&#8217;s Address:<br \/>\n                              180 South Clinton Avenue<br \/>\n                              Rochester, New York 14646<br \/>\n                              Attn.: Vice President<br \/>\n                                    __________________________________<br \/>\n                                     Network Planning and Development<\/p>\n<p>                                   EXHIBIT L<\/p>\n<p>                                   GUARANTY<br \/>\n                                   &#8212;&#8212;&#8211;<\/p>\n<p>     This GUARANTY, dated as of October 18, 1996, is from ANSCHUTZ COMPANY, a<br \/>\nDelaware corporation (hereafter called &#8220;Guarantor&#8221;), to and for the benefit of<br \/>\nFRONTIER COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation (hereafter<br \/>\ncalled &#8220;FCI&#8221;).<\/p>\n<p>                                    Recital<br \/>\n                                    &#8212;&#8212;-<\/p>\n<p>     QWEST COMMUNICATIONS CORPORATION (hereafter called &#8220;QWEST&#8221;), a wholly-owned<br \/>\nsubsidiary of Guarantor, entered into a IRU Agreement dated as of October 18,<br \/>\n1996, by and between QWEST and FCI (the &#8220;Agreement&#8221;).  FCI would not have<br \/>\nentered into the Agreement except for the request of Guarantor and the execution<br \/>\nand delivery of this Guaranty.<\/p>\n<p>                                   Agreement<br \/>\n                                   &#8212;&#8212;&#8212;<\/p>\n<p>     NOW, THEREFORE, as a material inducement to FCI to enter into the Agreement<br \/>\nwith QWEST and for other good and valuable consideration, the receipt and<br \/>\nsufficiency of which are hereby acknowledged, Guarantor and FCI hereby agree as<br \/>\nfollows:<\/p>\n<p>     1.  Guaranty.  Guarantor hereby unconditionally and irrevocably guaranties<br \/>\n         &#8212;&#8212;&#8211;<br \/>\nto FCI the full and punctual payment of all amounts payable by QWEST to FCI<br \/>\nunder the Agreement, including, without limitation, Section 18.2 thereof (such<br \/>\npayment obligations are collectively referred to as the &#8220;Obligations&#8221;).<\/p>\n<p>     2.  Unconditional Obligations.  Guarantor understands and agrees that this<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nGuaranty is direct, immediate, absolute, continuing, unconditional and unlimited<br \/>\n(except as provided in Section 14), and is a guaranty of payment and not of<br \/>\ncollection.  If QWEST shall fail to pay or perform any of the Obligations,<br \/>\nGuarantor shall pay, forthwith upon demand, to FCI or to FCI&#8217;s designated agent,<br \/>\nany and all such amounts as may be due and owning from QWEST to FCI.<\/p>\n<p>     3.  Guarantor&#8217;s Waivers.  Guarantor waives:<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-                    <\/p>\n<p>          (a) notice of the creation or extension of any Obligation by QWEST;<\/p>\n<p>          (b) notice that QWEST has taken or omitted to take any action under<br \/>\nthe Agreement or any other instrument relating thereto or relating to any<br \/>\nObligation;<\/p>\n<p>          (c) notice of acceptance of this Guaranty;<\/p>\n<p>          (d) demand, presentation for payment and notice of demand, nonpayment<br \/>\nor nonperformance;<\/p>\n<p>          (e) any and all right to participate in any security held by FCI now<br \/>\nor in the future;<\/p>\n<p>          (f) the right to require FCI to (i) proceed against QWEST, (ii)<br \/>\nproceed against or exhaust any security which FCI now holds or may hold in the<br \/>\nfuture from QWEST; (iii) pursue any other right or remedy available to FCI, or<br \/>\n(iv) have the property of QWEST first applied to the discharge of the<br \/>\nObligations; and<\/p>\n<p>          (g) any defense by reason of bankruptcy, reorganization, discharge by<br \/>\nthe filing of bankruptcy or discharge in bankruptcy of QWEST.<\/p>\n<p>     Guarantor further agrees that the Guaranty will not be discharged and shall<br \/>\nremain in full force and effect until the earlier to occur of (a) full payment<br \/>\nand performance of all Obligations of QWEST and the liabilities of Guarantor<br \/>\nhereunder, or (b) substitution of the Surety Bond (as defined in and pursuant to<br \/>\nSection 3.5 of the Agreement), in which case this Guaranty shall terminate as<br \/>\nprovided in Section 15 hereof.<\/p>\n<p>     4.  Guarantor&#8217;s Representations and Warrants.  Guarantor represents and<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nwarrants that Guarantor has a financial interest in QWEST.<\/p>\n<p>     5.  Consent.  Guarantor understands and consents that from time to time,<br \/>\n         &#8212;&#8212;-<br \/>\nand without further notice to or consent of Guarantor, FCI may take any or all<br \/>\nof the following actions without releasing, discharging or in any way affecting<br \/>\nthe obligations of Guarantor under this Guaranty:<\/p>\n<p>          (a) extend, renew, modify, compromise, settle, or release the<br \/>\nObligations;<\/p>\n<p>          (b) any modification or amendment of or supplement to the Agreement;<\/p>\n<p>          (c) release or compromise any liability of any party or parties with<br \/>\nrespect to the Obligations; or<\/p>\n<p>          (d) exercise or refrain from exercising any right or remedy of FCI<br \/>\nunder the Agreement.<\/p>\n<p>     6.  Assignment.  Guarantor understands and agrees that any assignment of<br \/>\n         &#8212;&#8212;&#8212;-<br \/>\nthe Agreement, or any rights or obligations accruing thereunder, shall in no way<br \/>\naffect Guarantor&#8217;s obligations under this Guaranty.<\/p>\n<p>     7.  Delay in Enforcement.  Guarantor understands and agrees that any<br \/>\n         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nfailure or delay of FCI to enforce any of its rights under the Agreement or this<br \/>\nGuaranty shall in no way affect Guarantor&#8217;s obligations under this Guaranty.<\/p>\n<p>     8.  Notices.  Notices to Guarantor are not required under this Guaranty.<br \/>\n         &#8212;&#8212;-<br \/>\nHowever, if notice is delivered, unless otherwise provided herein, it shall be<br \/>\nhand delivered, sent by registered or certified U.S. mail, postage prepaid, or<br \/>\nby commercial overnight delivery service, or transmitted by facsimile, and shall<br \/>\nbe deemed served or delivered to Guarantor when received at the address set<br \/>\nforth after the signature line below, upon confirmation of sending when sent by<br \/>\nfax, on the day after being sent when sent by overnight delivery service, or<br \/>\nthree (3) days after deposit in the mail when sent by U.S. mail.<\/p>\n<p>     9.  Severability.  In case any provision of this Guaranty shall be invalid,<br \/>\n         &#8212;&#8212;&#8212;&#8212;<br \/>\nillegal or unenforceable, such provision shall be severable from the rest of<br \/>\nthis Guaranty and the validity, legality or enforceability of the remaining<br \/>\nprovisions shall not in any way be affected or impaired thereby.<\/p>\n<p>     10.  Applicable Law and Jurisdiction.  This Guaranty and the rights and<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nobligations of the parties hereto shall be governed by and construed and<br \/>\nenforced in accordance with the laws of the state of Colorado.  Guarantor agrees<br \/>\nthat the exclusive venue for any actions related to this Guaranty shall be the<br \/>\nfederal district court of Colorado.<\/p>\n<p>     11.  Amendments.  No amendment, modification or alteration of this Guaranty<br \/>\n          &#8212;&#8212;&#8212;-<br \/>\nshall be effective unless in writing and signed by the parties hereto or their<br \/>\nrespective successors or assigns.<\/p>\n<p>     12.  Successors and Assigns.  This Guaranty shall be binding upon and shall<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\ninure to the benefit of the successors and assigns of the parties hereto.<\/p>\n<p>     13.  Attorneys&#8217; Fees.  If any action shall be instituted by either FCI or<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nGuarantor for the enforcement or interpretation of any of its rights, remedies<br \/>\nor obligations in or under this Guaranty, the prevailing party shall be entitled<br \/>\nto recover from the losing party all costs incurred by the prevailing party in<br \/>\nsuch action and any appeal therefrom, including reasonable attorneys&#8217; fees and<br \/>\ncourt costs to be fixed by the court therein.<\/p>\n<p>     14.  Limited Maximum Liability.  Notwithstanding anything contained herein<br \/>\n          &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nto the contrary, the liability of Guarantor for the payment of the Obligations<br \/>\nshall be limited to the aggregate sum of $175,000,000.<\/p>\n<p>     15.  Termination.  Notwithstanding anything contained herein to the<br \/>\n          &#8212;&#8212;&#8212;&#8211;<br \/>\ncontrary, this Guaranty and the Obligations of Guarantor hereunder shall<br \/>\nterminate and be of no further force and effect automatically and without<br \/>\nfurther action on the part of any person upon delivery of the Surety Bond (as<br \/>\ndefined in and pursuant to Section 3.5 of the Agreement) to FRONTIER.  Upon such<br \/>\ntermination, FRONTIER shall return to Guarantor the original of this Guaranty<br \/>\nmarked Discharged and Terminated.<\/p>\n<p>     THIS GUARANTY IS FREELY AND VOLUNTARILY GIVEN WITHOUT ANY DURESS OR<br \/>\nCOERCION AND AFTER GUARANTOR HAS EITHER CONSULTED<br \/>\nWITH COUNSEL, OR HAS BEEN GIVEN AN OPPORTUNITY TO DO SO, AND GUARANTOR HAS<br \/>\nCAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND PROVISIONS OF THE AGREEMENT<br \/>\nAND THIS GUARANTY.<\/p>\n<p>     IN WITNESS WHEREOF, this Guaranty has been executed as of the date first<br \/>\nabove written.<\/p>\n<p>                              GUARANTOR:<\/p>\n<p>                              ANSCHUTZ COMPANY, a Delaware corporation<\/p>\n<p>                               \/s\/ Craig D. Slater<br \/>\n                              _________________________________________<br \/>\n                              By:  Craig D. Slater<br \/>\n                              Title:  Vice President<\/p>\n<p>                              Guarantor&#8217;s Address:<br \/>\n                              2400 Anaconda Tower<br \/>\n                              555 Seventeenth Street<br \/>\n                              Denver, Colorado   80202<br \/>\n                              Attn.:  President<\/p>\n<p>                             Agreement<\/p>\n<p>This Agreement is made on May 1 , 1997, by and<br \/>\nbetween QWEST COMMUNICATIONS CORPORATION (&#8220;QWEST&#8221;) and FRONTIER<br \/>\nCOMMUNICATIONS INTERNATIONAL INC. (&#8220;FRONTIER&#8221;) (collectively referred<br \/>\nto as the &#8220;Parties&#8221;).<\/p>\n<p>                              Recitals<\/p>\n<p>   A.   QWEST and FRONTIER are parties to an IRU Agreement dated as<br \/>\nof October 18, 1996 (the &#8220;FRONTIER IRU&#8221;) regarding FRONTIER&#8217;s right to<br \/>\nuse twenty four (24) dark fibers comprising a part of a continuous<br \/>\nfiberoptic communications system being constructed by QWEST (the<br \/>\n&#8220;QWEST System&#8221;). <\/p>\n<p>   B.   Pursuant to Section 1.4 of the FRONTIER IRU, FRONTIER was<br \/>\ngranted a  right to acquire the right to use an additional twenty four<br \/>\n(24) dark fibers in the QWEST System.  <\/p>\n<p>   C.   In lieu of exercising its rights under Section 1.4 of the<br \/>\nFRONTIER IRU, FRONTIER has entered into negotiations with QWEST and<br \/>\nGTE Intelligent Network Services, Inc. (&#8220;GTE&#8221;) whereby GTE will<br \/>\nacquire the right to use twenty four (24) dark fibers in the QWEST<br \/>\nSystem pursuant to an IRU agreement with QWEST (the &#8220;GTE IRU&#8221;).<\/p>\n<p>   D.   Pursuant to the GTE IRU, GTE agrees to pay QWEST $<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> per route mile of the QWEST System (the &#8220;GTE IRU Fee&#8221;).<\/p>\n<p>   E.   The Parties desire to address their mutual rights and<br \/>\nobligations with regard to the GTE IRU, the GTE IRU Fee and other<br \/>\naspects of their relationship under the FRONTIER IRU.<\/p>\n<p>                              Agreement<\/p>\n<p>   NOW, THEREFORE, in consideration of the mutual promises set forth<br \/>\nherein, the Parties agree as follows:<\/p>\n<p>1. Definitions.   All capitalized terms in this Agreement which are<br \/>\nnot otherwise defined herein shall have the meaning given to them in<br \/>\nthe FRONTIER IRU.<\/p>\n<p>2. Payment of GTE IRU Fee.  The GTE IRU Fee shall be divided between<br \/>\nthe Parties, as follows:<\/p>\n<p>   2.1    Allocation of GTE IRU Fee.  The GTE IRU Fee of<br \/>\n$  <\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>shall be paid to QWEST in periodic installments as<br \/>\nprovided in the GTE IRU.  Out of each such payment, QWEST shall retain<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>    % and the remaining amount shall be treated as a reduction in<br \/>\nthe Frontier IRU fee and shall be credited against any amounts due to<br \/>\nQWEST from FRONTIER pursuant to the FRONTIER IRU.  The allocation<br \/>\nprovided for in this paragraph shall pertain only to the GTE IRU Fee<br \/>\nset forth above and shall not be applicable to payments received by<br \/>\nQWEST under the GTE IRU for regeneration and terminal facilities or<br \/>\nmaintenance costs or other costs not associated with GTE&#8217;s IRU in 24<br \/>\nfibers in QWEST&#8217;s 12,766 mile network.<\/p>\n<p>3. Contingencies.  The obligations of the Parties under this<br \/>\nAgreement are contingent upon the execution of the GTE IRU by GTE and<br \/>\nQWEST and the approval thereof by FRONTIER, which approval shall not<br \/>\nbe unreasonably withheld.  Prior to executing the GTE IRU, QWEST shall<br \/>\nprovide a complete copy thereof to FRONTIER with a notice stating the<br \/>\ndate upon which the GTE IRU will be executed.  At any time prior to<br \/>\nthe execution date, FRONTIER may give notice of any objection to the<br \/>\nterms of such agreement which materially affect the compensation to be<br \/>\nreceived by FRONTIER from the GTE IRU or the Obligations being<br \/>\nguaranteed by FRONTIER under such agreement.  The failure of FRONTIER<br \/>\nto give timely notice of an objection shall constitute approval of the<br \/>\nGTE IRU by FRONTIER.  If notice of an objection is timely given and if<br \/>\nthe Parties fail to resolve or remove the objection within twenty (20)<br \/>\ndays of the date of such notice, this Agreement shall be void.<\/p>\n<p>4. Satisfaction of Fiber Obligation.  The parties hereby agree that<br \/>\nthe payments credited to FRONTIER under paragraph 2.1 of this<br \/>\nAgreement shall fully and completely satisfy any and all obligations<br \/>\nof the parties with respect to the fiber adjustment provided for under<br \/>\nSection 2.2(a) of the FRONTIER IRU.<\/p>\n<p>5. Miscellaneous<\/p>\n<p>   5.1    Severability.  In case any provision of this Agreement<br \/>\nis found to be invalid, illegal or unenforceable, such provision shall<br \/>\nbe severable from the rest of this Agreement and the validity,<br \/>\nlegality or enforceability of the remaining provisions shall not in<br \/>\nany way be affected or impaired thereby.<\/p>\n<p>   5.2    Dispute Resolution.  This Agreement and the rights and<br \/>\nobligations of the Parties shall be governed by and construed and<br \/>\nenforced, and all disputes between the Parties shall be resolved, in<br \/>\naccordance with Articles XXI  and XXIII of the FRONTIER IRU.<\/p>\n<p>   5.3    Amendments.  No amendment, modification or alteration<br \/>\nof this Agreement shall be effective unless in writing and signed by<br \/>\nthe Parties or their respective successors or assigns.<\/p>\n<p>   5.4    Successors and Assigns.  This Agreement shall be<br \/>\nbinding upon and shall inure to the benefit of the successors and<br \/>\npermitted assigns of the Parties.<\/p>\n<p>   5.5    Attorneys&#8217; Fees.  If any action shall be instituted by<br \/>\neither QWEST or FRONTIER for the enforcement or interpretation of any<br \/>\nof its rights, remedies or obligations in or under this Agreement, the<br \/>\nprevailing party shall be entitled to recover from the losing party<br \/>\nall costs incurred by the prevailing party in such action and any<br \/>\nappeal therefrom, including reasonable attorneys&#8217; fees and court costs<br \/>\nto be fixed by the court therein.<\/p>\n<p>   5.6    Assignment.  Neither of the Parties may assign any of<br \/>\nits rights or obligations under this Agreement without the prior<br \/>\nwritten consent of the other party, which consent will not<br \/>\nunreasonably be withheld or delayed.<\/p>\n<p>   5.7    Notices.  Any notice permitted or required under this<br \/>\nAgreement shall be given in accordance with Article XVI of the<br \/>\nFRONTIER IRU.<\/p>\n<p>   5.8    Release of Option.  FRONTIER hereby waives and releases<br \/>\nany options or rights under Section 1.4 of the FRONTIER IRU.<\/p>\n<p>   5.9    Termination.  Unless otherwise agreed by the Parties,<br \/>\nin writing, his Agreement shall terminate if the contingency expressed<br \/>\nin Section 3 has not been satisfied within six (6) months of the date<br \/>\nhereof.<\/p>\n<p>QWEST COMMUNICATIONS CORPORATION      <\/p>\n<p>By: \/s\/ Albert D. Wandry<br \/>\n    Senior V.P.-NBD                            <\/p>\n<p>FRONTIER COMMUNICATIONS INTERNATIONAL INC<\/p>\n<p>By:   \/s\/<br \/>\n      VP Network Engineering          <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42344","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-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\/42344","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=42344"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42344"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42344"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42344"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}