{"id":42345,"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-to-use-agreement-qwest-communications-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indefeasible-right-to-use-agreement-qwest-communications-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/indefeasible-right-to-use-agreement-qwest-communications-corp.html","title":{"rendered":"Indefeasible Right to Use Agreement &#8211; Qwest Communications Corp. and GTE Intelligent Network Services Inc."},"content":{"rendered":"<pre>                                                                  EXECUTION FORM\n\n\nCONFIDENTIAL AND PROPRIETARY\n\n\n                            IRU AGREEMENT\n                       DATED AS OF MAY 2, 1997\n                           BY AND BETWEEN\n             QWEST COMMUNICATIONS CORPORATION (\"QWEST\")\n                                 AND\n       GTE INTELLIGENT NETWORK SERVICES  INCORPORATED (\"GTE\")\n\n\n\n\n                                    TABLE OF CONTENTS\n\n                                                                        Page\n\nRECITALS\nARTICLE I. GRANT OF IRU IN QWEST SYSTEM\nARTICLE II. CONSIDERATION FOR GRANT\nARTICLE III. CONSTRUCTION OF THE QWEST SYSTEM\nARTICLE IV. ACCEPTANCE AND TESTING OF GTE FIBERS\nARTICLE V. DOCUMENTATION\nARTICLE VI. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE VII. NETWORK ACCESS; REGENERATION FACILITIES . . . . . . . . . . .\nARTICLE VIII. OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE IX. MAINTENANCE AND REPAIR OF THE QWEST SYSTEM . . . . . . . . . .\nARTICLE X. PERMITS; UNDERLYING RIGHTS; RELOCATION. . . . . . . . . . . . .\nARTICLE XI. USE OF QWEST SYSTEM. . . . . . . . . . . . . . . . . . . . . .\nARTICLE XII. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XIII. LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . .\nARTICLE XIV. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XV. TAXES, FEES AND OTHER GOVERNMENTAL IMPOSITIONS . . . . . . . .\nARTICLE XVI. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XVII. CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XVIII. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XIX. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XX. FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XXI. DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . .\nARTICLE XXII. WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XXIII.GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XXIV. RULES OF CONSTRUCTION. . . . . . . . . . . . . . . . . . . .\nARTICLE XXV. ASSIGNMENT AND TRANSFER RESTRICTIONS. . . . . . . . . . . . .\nARTICLE XXVI. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. . . . . . .\nARTICLE XXVII. ENTIRE AGREEMENT; AMENDMENT . . . . . . . . . . . . . . . .\nARTICLE XXVIII. NO PERSONAL LIABILITY. . . . . . . . . . . . . . . . . . .\nARTICLE XXIX. RELATIONSHIP OF THE PARTIES. . . . . . . . . . . . . . . . .\nARTICLE XXX. LATE PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XXXI. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XXXII. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . .\nARTICLE XXXIII. CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . . .\n\n\n\n                              EXHIBITS\n\nExhibit A:        QWEST System Description\nExhibit A-1:       QWEST System Description and Delivery Dates\nExhibit A-2:       General Route Map\nExhibit A-3:       Detailed Route Maps\nExhibit A-4:       Designated Endpoint and Intermediate Point Cities\nExhibit B:        IRU Fee Payment Schedule\nExhibit C:        Construction Specifications\nExhibit D:        Fiber Cable Splicing, Testing, and Acceptance Procedures\nExhibit E:        Fiber Specifications\nExhibit E-1:      Fiber Deployment Diagram\nExhibit F:        Specifications for Regeneration Facilities\nExhibit G:        Regeneration Facility Sites\nExhibit H:        QWEST System Maintenance Specifications and Procedures\nExhibit I:        Underlying Rights and Underlying Rights Requirements\n\n\n                            IRU AGREEMENT\nTHIS IRU AGREEMENT (this \"Agreement\") is made and entered into as\n\n \nof May 2, 1997, by and between QWEST COMMUNICATIONS CORPORATION, a\nDelaware corporation (\"QWEST\"), and GTE INTELLIGENT NETWORK SERVICES\nINCORPORATED,  a Delaware corporation (\"GTE\").\n\n                          RECITALS\nA. QWEST is planning to construct a continuous fiberoptic\ncommunication system, contiguous from end to end, as described in\nExhibit A hereto, and between each of the city pairs identified in\nExhibit A-1 hereto (the fiberoptic communication system between each\nsuch city pair being referred to as a \"Segment\"), being referred to\nherein collectively as the \"QWEST System\".  The route that the QWEST\nSystem shall follow as described in this paragraph is referred to\nherein as the \"System Route.\"\nB. GTE desires to be granted the right to use certain optical\nfibers in the QWEST System.\nC. QWEST desires to grant GTE an exclusive, indefeasible right\nto use certain fibers and associated property in the QWEST System, all\nupon the terms and conditions set forth below.\nAccordingly, in consideration of the mutual promises set forth\nbelow, and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereby agree\nas follows:\n                             ARTICLE I.\n                    GRANT OF IRU IN QWEST SYSTEM\n\n1.1     (a)  Effective as of the effective date described in\nSection 6.1 below, for each particular Segment delivered by QWEST to\nGTE hereunder and with respect to which an Acceptance Date (as defined\nin Section 4.2 below) has occurred, QWEST hereby grants to GTE, and\nGTE hereby purchases from QWEST, (i) an exclusive, Indefeasible Right\nof Use (as defined in Section 33.1(f), for the purposes described\nherein, in twenty-four (24) \"Dark Fibers\" (as defined in\nSection 33.1(c)), to be specifically identified, in the QWEST System\nin the Segments and more specifically described in the maps included\nin Exhibit A-3 hereto and (ii) an associated and non-exclusive\nIndefeasible Right of Use, for the purposes described herein, in the\ntangible and intangible property needed for the use of such Dark\nFibers as Dark Fibers, including, but not limited to, the associated\nconduit, QWEST's rights in all \"Underlying Rights\" (as defined in\nSection 10.1), but in any event excluding any electronic or optronic\nequipment (collectively, the \"Associated Property\"), for the Term (as\ndefined in Section 6.1) respecting such Segment, and all on the terms\nand subject to the covenants and conditions set forth herein\n(collectively, the \"IRUs\").  The Dark Fibers subject to the IRUs are\nreferred to collectively as the \"GTE Fibers.\"\n   (b)  The parties acknowledge and agree that the specific\nroute of any Segment that has not been finally designed or engineered,\nor with respect to which a right-of-way agreement has not been\nobtained as of the date hereof is subject to final determination by\nQWEST, based on specific engineering, right-of-way, permitting,\nauthorization and other requirements; provided, however, that (i) any\nsuch Segment route, as finally determined, must include all of the\nendpoint and intermediate point cities identified in Exhibit A-4 and\nall of the junction points identified in the System Route maps\nincluded in Exhibit A; (ii) no deviation in the route of any Segment\nas set forth in the maps included in Exhibit A-3 shall result in a\nMaterial Deviation (as defined below) in the System Route as set forth\nin Exhibit A, and (iii) once the final route of any Segment has been\nso determined, QWEST shall deliver to GTE corresponding revisions to\nthe relevant maps included in Exhibit A hereto.  As used herein, the\nterm \"Material Deviation\" shall mean a deviation in the general route\nof a Segment (A) that modifies the System Route architecture in a\nmanner that breaks a ring, creates a spur or breaks the contiguous\nnature of Segments; (B) that modifies the route of the System Route\nthrough any city, identified in Exhibit A-3 as being the location of a\nGTE POP site, from the detailed route map shown in Exhibit A-3 for\nsuch city in a manner that materially changes the proximity of such\nPOP site to the System Route right-of-way (provided that, if any such\ndetailed city map shows that the POP site is in direct proximity to\nthe System Route right-of-way, any route modification which does not\nprovide such direct proximity shall be considered a material change in\nproximity); (C) that modifies the route of the System Route through\nany city, as set forth in the detailed route map for such city set\nforth in Exhibit A-3, such that the location of the route at any point\nwould be moved more than 1,200 feet in any direction, without the\nprior written approval of GTE (such approval not to be unreasonably\nwithheld or delayed); or (D) that modifies any parallel route shown\nwithin any city that is the subject of a detailed map included in\n\n \nExhibit A-3 such that the distance between such parallel routes is\nless than 1,200 feet outside metropolitan areas and less than two city\nblocks within metropolitan areas.\n(c)     If any deviation(s) in the routes of Segments comprising\nthe System Route cause(s) the aggregate route miles as reflected in\nExhibit A estimated for the System Route to increase by more than\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n%) of such estimate such mileage shall be solely at QWEST's cost\nand expense and any route mileage in excess of the applicable\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n%) increase as aforesaid shall not be included in the route\nmileage for purposes of determining the IRU Fee as defined and\ndescribed in Section 2.1 below.\n                             ARTICLE II.\n                       CONSIDERATION FOR GRANT\n2.1     In consideration of the grant of the IRUs hereunder by\nQWEST to GTE, GTE agrees to pay to QWEST an IRU fee determined based\non the QWEST mileage (and allocated among the Segments based on\nSegment Rate mileage as set forth in Exhibit B. (the \"IRU Fee\").\n   The IRU Fee shall be payable with respect to each Segment\naccording to the payment schedule set forth in Exhibit B.\n2.2     QWEST will fax or send by overnight delivery each invoice\nfor payments to be made by GTE hereunder.  GTE shall pay such invoiced\namounts, less any reasonably disputed amounts, for receipt by QWEST\nwithin thirty (30) days after receipt of such invoice by GTE with\nrespect to payments of the IRU Fee and within thirty (30) days after\nreceipt of such invoice by GTE for any other amounts owed to QWEST\nhereunder; provided that GTE shall provide written notice describing\nin detail the basis for any disputed amounts; and provided further\nthat any disputed amounts that are resolved in favor of QWEST shall be\ndue for payment based on the original invoice date.  All payments to\nbe made by GTE hereunder of the IRU Fee and of any other amounts in\nexcess of $100,000 shall be made by wire transfer of immediately\navailable funds to the account or accounts as QWEST shall notify GTE\nin writing from time to time.  Payments of all other amounts by GTE\nhereunder may be made by check payable to QWEST.  QWEST agrees to\nprovide GTE from time to time, upon request, with QWEST's estimate of\nthe next invoice date for a portion of the IRU Fee and the estimated\namount of such IRU Fee payment; provided that failure to provide any\nsuch notice shall not in any way alter or impair GTE's payment\nobligations hereunder.\n2.3     QWEST and GTE acknowledge and agree that with respect to\nSegment 23, notwithstanding the fact that Segment 23 has already been\nconstructed and installed, delivery of Segment 23 shall occur in two\ninstallments of twelve (12) Dark Fibers each as indicated in\nExhibit A, and payment of the IRU Fee established pursuant to\nSection 2.1 therefor (other than the initial\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n% due upon execution of this Agreement), shall be deferred until\neach such deferred installment delivery date as set forth in\nExhibit B.\n                            ARTICLE III.\n                  CONSTRUCTION OF THE QWEST SYSTEM\n3.1     QWEST shall, at QWEST's sole cost and expense, be\nresponsible for and shall effect the design, engineering,\ninstallation, and construction of those portions of the QWEST System\nnot already constructed as of the date hereof in accordance with the\nSystem Route (as it may be modified pursuant to Section 1.1) and in\nconformity with (i) the construction specifications set forth in\nExhibit C, (ii) industry standards and practices, and (iii) applicable\nUnderlying Rights Requirements (as defined in Section 11.1).  Such\nresponsibilities shall include, without limitation, preparation of\nconstruction drawings, bills of materials, materials specifications\nand materials requisitions.  Except for the existing fibers on\nSegments 11A, 11B, 12A, 12B, 12C and 12D (which are Corning SMF-DS)\nand any alternative fibers approved pursuant to the following\nsentence, all fiber included in the GTE Fibers shall be Corning SMF-LS\nnon-zero dispersion-shifted or Lucent Technologies True Wave and shall\nmeet or exceed the applicable fiber specifications set forth in\nExhibit E.  QWEST may use alternative types of fiber equivalent to\neither of the aforementioned fibers; provided that (i) prior to any\nsuch use, QWEST meets with GTE (and GTE hereby agrees to so meet) to,\ncooperatively and in good faith, jointly evaluate the use of any such\nfiber and (ii) thereafter, GTE approves the use of such fiber, which\n\n \napproval shall not be unreasonably withheld or delayed.  QWEST agrees\nthat, to the extent possible in light of the fiber already\nincorporated in Segments that have been constructed, in whole or in\npart, prior to the date hereof and the availability and cost of the\nfiber of a particular type and manufacture hereafter, fiber utilized\nwith respect to the loops, rings and regions of the QWEST System shall\nbe of the same type and manufacture, as depicted in the fiber\ndeployment diagram set forth in Exhibit E-1 hereto, indicating the\ntype of fiber QWEST currently plans to use in each such Segment.  Any\ndeviation from the planned fiber use set forth in the diagram must be\napproved by GTE, which approval shall not be unreasonably withheld or\ndelayed.\n3.2     Subject to extension for delays described in Article XX,\nQWEST shall complete at QWEST's sole cost and expense, all\nconstruction, installation, and satisfactory Fiber Acceptance Testing\n(as defined in Section 4.1) of each of the Segments, including the\nprovision of such Regeneration Facilities on such Segment as may be\nprovided pursuant to Section 7.2(a), by the applicable \"Estimated\nDelivery Date\" (as defined in Section 33.1(d)) respecting such\nSegment.\n3.3     Except as may be provided herein, QWEST shall, at QWEST's\nsole cost and expense, procure all materials to be incorporated in and\nto become a permanent part of the QWEST System, including, without\nlimitation, the Regeneration Facilities provided pursuant to\nSection 7.2(a).\n3.4     QWEST shall, at QWEST's sole cost and expense, obtain all\nUnderlying Rights and other rights, licenses, permits and\nauthorizations as required pursuant to Article X hereof.\n3.5     QWEST shall perform, at QWEST's sole cost and expense,\nsubstantially in accordance with industry standards and practices and\nas deemed necessary or appropriate in QWEST's reasonable business\njudgment, all supervisory and inspection services relating to the\nconstruction of the QWEST System, including, without limitation,\nperforming construction inspections to assure that all construction\nshall be in material compliance with the specifications, drawings,\nUnderlying Rights, provisions of this Agreement, and applicable\ngovernmental codes.  During the course of construction of each\nSegment, QWEST shall prepare and provide to GTE construction schedule\nand progress reports every two weeks.  GTE shall have the right, but\nnot the obligation, to inspect the construction of each Segment,\nincluding the installation, splicing and testing of the GTE Fiber\nincorporated therein, during the course and at the time of the\nrelevant design, construction and installation period.  No inspection\nor failure to inspect by GTE shall impair or invalidate any rights and\nremedies of GTE under this Agreement or modify, amend or otherwise\naffect any of the representations, warranties, covenants or agreements\nof QWEST under this Agreement.\n3.6     Upon GTE's written request, QWEST shall make available for\ninspection by GTE, at QWEST's offices, copies of all information,\ndocuments, agreements, reports, permits, drawings and specifications\ngenerated, obtained or acquired by QWEST in performing its duties\npursuant to this Article III that are material to grant of the IRUs to\nGTE, including, without limitation, the Underlying Rights, subject\nonly to the conditions that (i) the terms of each such document or the\nlegal restrictions applicable to such information or document permits\ndisclosure; provided that QWEST will use its best efforts (without\nrequiring the expenditure of money) to obtain a waiver of any existing\nconfidentiality and\/or non-disclosure restrictions, and to exempt GTE\nfrom subsequent confidentiality and\/or non-disclosure restrictions,\nthat would restrict QWEST's ability to make such documents and\/or\ninformation available to GTE for inspection; (ii) notwithstanding the\nexistence or non-existence of such restrictions and\/or waivers, QWEST\nmay, in its sole discretion, redact portions of such documents it\ndeems proprietary business terms prior to GTE's inspection.  No\ninspection or failure to inspect by GTE shall impair or invalidate any\nrights and remedies of GTE under this Agreement or modify, amend or\notherwise affect any of the representations, warranties, covenants or\nagreements of QWEST under this Agreement.\n                             ARTICLE IV.\n                ACCEPTANCE AND TESTING OF GTE FIBERS\n4.1     QWEST shall test all GTE Fibers in accordance with the\nprocedures specified in Exhibit D (\"Fiber Acceptance Testing\") to\nverify that the GTE Fibers are installed and operating in accordance\nwith the specifications described in Exhibit D.  Fiber Acceptance\nTesting shall progress span by span along each Segment as cable\nsplicing progresses, so that test results may be reviewed in a timely\nmanner.  QWEST shall provide GTE at least five (5) days advance notice\n\n \nof the date and time of each Fiber Acceptance Testing such that GTE\nshall have the right, but not the obligation, to have a person or\npersons present to observe QWEST's Fiber Acceptance Testing.  When\nQWEST has determined that the results of the Fiber Acceptance Testing\nwith respect to a particular span show that the GTE Fibers so tested\nare installed and operating in conformity with the applicable\nspecifications set forth in Exhibit D,  QWEST shall promptly provide\nGTE with a copy of such test results.\n4.2     When QWEST reasonably determines in good faith that the GTE\nFibers with respect to an entire Segment are installed and operating\nin conformity with the applicable specifications set forth in\nExhibit D, QWEST shall promptly provide written notice of same to GTE\n(a \"Completion Notice\").  GTE shall, within thirty (30) days of\nreceipt of the Completion Notice, either reject the Completion Notice\nspecifying, in good faith, the defect or failure in such Fiber\nAcceptance Testing or give QWEST written notice of acceptance of such\nFiber Acceptance Testing (the period from the date of GTE's receipt of\nthe Completion Notice to the date of QWEST's receipt of GTE's notice\nof rejection or acceptance being referred to herein as the \"GTE Review\nPeriod\").  In the event GTE rejects the Completion Notice, QWEST shall\npromptly, and not later than seven days, and at no cost to GTE,\ncommence to remedy the defect or failure.  Thereafter QWEST shall\nagain give GTE a Completion Notice with respect to such GTE Fibers.\nThe foregoing procedure shall apply again and successively thereafter\nfor a total of two attempts to remedy the defect or failure.  If QWEST\nfails to adequately remedy or complete the defect or failure after two\nattempts, GTE shall have the right to proceed promptly and in an\neconomically efficient manner to cure such defects or failures at\nQWEST's cost and expense, which shall be paid by QWEST to GTE upon\ndemand, or at the election of GTE, offset from any IRU Fee payable by\nGTE to QWEST with respect to such Segment or any other Segment.  No\nacceptance of, or failure by GTE to reject, the Completion Notice\nshall be deemed to be a waiver of any rights or remedies of GTE under\nthis Agreement; provided that, any failure by GTE to timely reject as\nset forth above shall operate as a constructive acceptance for\npurposes of this Agreement.  The date when GTE accepts or is deemed to\nhave accepted a Completion Notice or cures such defects at QWEST's\ncost and expense as provided above with respect to a Segment is herein\ndefined as the \"Acceptance Date\".\n\n                             ARTICLE V.\n                            DOCUMENTATION\n5.1     Notwithstanding the conditions and limitations set forth in\nSection 3.6, QWEST shall provide GTE with a copy of all Underlying\nRight Requirements (as defined in Section 11.1) applicable to each\nSegment promptly following the grant to QWEST of the Underlying Right\npursuant to which such Underlying Right Requirements are imposed and,\nin any event, on or before the date of completion of conduit\ninstallation in such Segment (as defined in Exhibit B,\nparagraph 3(ii)).\n5.2     Not later than ninety (90) days after the Acceptance Date\nfor each Segment, QWEST shall provide GTE with the following\ndocumentation:\n(a)     As-built drawings for such Segment in accordance with the\nrequirements described in Exhibit C (\"As-Builts\").\n(b)     Technical specifications of the optical fiber cable and\nassociated splices and other equipment placed in that Segment.\n5.3     As a condition to, and effective upon receipt of, each IRU\nFee payment installment that is due upon QWEST's achievement of a\nconstruction, installation, testing or acceptance milestone as set\nforth in Exhibit B, QWEST shall deliver to GTE  a lien waiver with\nrespect to liens in favor of QWEST arising out of QWEST's services in\naccomplishing such milestone.  Promptly following QWEST's receipt of\neach such payment, QWEST shall use reasonable efforts to obtain (and\nin any event on or before the Acceptance Date with respect to the\nrelevant Segment shall obtain) from each subcontractor that provided\nservices in accomplishing such milestone a lien waiver with respect to\nliens arising out of such services and, upon receipt, deliver a copy\nof each such lien waiver to GTE.\n                             ARTICLE VI.\n                                TERM\n6.1     The grant of the IRUs hereunder with respect to each\nSegment shall become effective on the first day when both (i) the\nAcceptance Date with respect to that Segment has occurred and\n(ii) QWEST has received payment in full of the IRU Fee with respect to\nsuch Segment in accordance with Exhibit B, and, subject to the\nprovisions of Article X, such grant shall terminate at the end of the\n\n \neconomically useful life of the GTE Fibers, as reasonably determined\nby GTE pursuant to Section 6.2 below.  The period of each such grant\nrespecting each such Segment and IRU is herein defined as the \"Term\".\n6.2     In the event that GTE, at any time, reasonably determines that\nthe GTE Fibers comprising any Segment have reached the end of their\neconomically useful life and desires to not retain the IRU in such\nSegment, GTE shall have the right to abandon the IRU with respect to\nsuch Segment by written notice to QWEST.  If, at any time during or\nafter the last year of the Minimum Period (as defined in\nSection 10.2(ii) below), with respect to any Segment, GTE fails to use\nany of the GTE Fibers comprising such Segment for any period of thirty\n(30) consecutive days (except to the extent that such non-use is as a\nresult of any of the events described in Article XX or as a result of\nQWEST System maintenance, restoration, relocation, or reconfiguration\nor as a result of the failure of QWEST to observe and perform the\nterms of this Agreement), QWEST shall have the right to request GTE to\nacknowledge that the GTE Fibers comprising such Segment have reached\nthe end of their economic life and, accordingly, has abandoned the GTE\nFibers comprising such Segment (which acknowledgment shall not be\nunreasonably withheld or delayed).  Upon any such notice of\nabandonment or acknowledgment, the Term shall expire with respect to\nsuch Segment and all rights to the use of such Segment shall revert to\nQWEST without reimbursement of any fees or other payments previously\nmade with respect thereto, and from and after such time GTE shall have\nno further rights or obligations hereunder with respect to such\nSegment (subject to the provisions of Article XIX).\n6.3     It is understood and agreed as between the parties that the\ngrant of the IRUs hereunder shall be treated for accounting and\nfederal and all applicable state and local tax purposes as the sale\nand purchase of the GTE Fibers and a corresponding interest in QWEST's\nrights in the Associated Property subject thereto, and that on and\nafter the Acceptance Date with respect to each Segment, GTE shall be\ntreated as the owner of the GTE Fibers and an interest in QWEST's\nrights in the Associated Property comprising such Segment for such\npurposes.  The parties agree to file their respective financial\nreports, income tax returns, property tax returns, and other returns\nand reports for their respective Impositions (as such term is defined\nin Section 33.1(e)) on such basis and, except as otherwise required by\nlaw, not to take any positions inconsistent therewith.  QWEST shall\nretain legal title to the entire QWEST System, including the GTE\nFibers and Associated Property subject to the IRUs hereunder.  In the\nevent the grant is not treated as a sale and purchase for tax\npurposes, the parties shall pay any taxes arising by reason of such\ntax treatment on the same basis as if it had been treated as a sale\nand purchase.  Each party agrees to indemnify the other with respect\nto any late filing penalties, interest or fees incurred as a result of\nsuch party's failure to provide the other with such information solely\nin such party's possession or control that may be necessary in order\nto timely make any such filing.\n6.4     This Agreement shall become effective on the date hereof and\nshall terminate on the date when, after completion and delivery of all\nSegments required to be delivered hereunder, all the Terms of all such\nSegments shall have expired; provided that, those provisions of this\nAgreement which, by their express terms, are intended to survive such\nter                   mination, shall survive.\n\n                            ARTICLE VII.\n               NETWORK ACCESS; REGENERATION FACILITIES\n7.1     (a)  QWEST shall provide GTE with access to, and GTE shall\nhave the right to connect, at GTE's sole cost and expense, its\ntelecommunications system with, the GTE Fibers at various network\naccess points on the QWEST System right-of-way in each of the endpoint\ncities and intermediate point cities along the route of each Segment\nand at such additional locations along the QWEST System right-of-way\nas may be requested by GTE (each such access point being referred to\nas a \"Connecting Point\").  The specific locations of each such\nConnecting Point shall be as mutually reasonably agreed upon by the\nparties in good faith, subject to the Underlying Rights Requirements\nand QWEST obtaining other required permits, authorizations and\napprovals (which QWEST agrees to use its best efforts to obtain).  Any\nsuch connection will be performed by QWEST, at GTE's sole cost and\nexpense, in accordance with QWEST's applicable specifications and\noperating procedures.  GTE shall pay QWEST's Costs for each such\nconnection within thirty (30) days of the date of GTE's receipt of\nQWEST's invoice therefor.  In order to schedule a connection of this\ntype, GTE shall request and coordinate such work not less than ninety\n(90) days in advance of the date the connection is requested to be\n\n \ncompleted.  Such work will be restricted to a Planned System Work\nPeriod (\"PSWP\"), as defined in Section 33.1(i), unless otherwise\nagreed to in writing for specific projects.  Subject to all applicable\nUnderlying Rights Requirements, GTE shall also be provided reasonable\naccess by QWEST to any Connecting Point at all times.  GTE shall have\nno limitations on the types of electronics or technologies employed to\nutilize the GTE Fibers, subject to mutually agreeable safety\nprocedures and so long as such electronics or technologies do not\ninterfere with the use of or present a risk of damage to any portion\nof the QWEST System.\n(b)     QWEST may route the GTE Fibers through QWEST's separate\nterminal, endlink, POP or Regeneration Facilities at its sole\ndiscretion so long as such routing does not have a material adverse\neffect on the security, the safety or GTE's use of the GTE Fibers or\nAssociated Property hereunder and QWEST is responsible for all costs\nand expenses associated therewith.\n7.2     (a)  QWEST will provide GTE with regeneration site\nfacilities as identified on Exhibit F or as mutually agreed by the\nparties to be located at approximately sixty (60) mile intervals along\nthe QWEST System right-of-way, in each case consisting of and\nproviding space of approximately\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n square feet and amenities (except for the operating costs\nassociated therewith expressly required to be paid by GTE pursuant to\nSection 8.2), as described in Exhibit F (\"Regeneration Facilities\") at\nthe rates set forth below.  The parties acknowledge that (i) the\nlocations of such Regeneration Facilities shall be coincident with the\nlocations of QWEST's own Regeneration Facilities.  In addition, QWEST\nshall provide to GTE at GTE's Prorated Cost (as defined below in this\nparagraph (a)) POP or terminal facilities of approximately\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n square feet along the QWEST System right-of-way at such\nlocations as may be mutually determined by GTE and QWEST, subject to\nspace and power availability and Underlying Rights Requirements.\nGTE's Occupancy of and access to all such Regeneration Facility Sites\n(or POP or terminal facilities) shall include separate, secured, 24-hour-per-day\nbuilding access.  Any Regeneration Facilities (or POP or\nterminal facilities) provided by QWEST to GTE shall be at GTE's\nProrated Cost.  For purposes of the foregoing two sentences, GTE's\nProrated Cost for Regeneration facilities means $\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\nper facility and for POP or terminal facilities means $\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n per facility.\n(b)     Except as provided in Section 8.2 or as otherwise agreed\nupon, in writing, by the parties, all amounts payable under this\nSection 7.2 shall be due upon the date that the subject facility is\navailable for occupancy by GTE and shall be paid in the manner\nspecified in Section 2.2.\n        7.3  Notwithstanding any qualifications or limitations on\nQWEST's obligations under this Article or elsewhere in this Agreement,\nincluding but not limited to the qualification that any obligation of\nQWEST is subject to the Underlying Rights Requirements, QWEST is\nobligated to use its best efforts to obtain and provide any requisite\nconsents, approvals, permits, authorizations and rights as may be\nnecessary in order for GTE to be able to install necessary equipment\nand\/or facilities, to have access to and to maintain its equipment and\nfacilities, to fully utilize the GTE Fibers, Associated Property, and\nthe IRU granted or to be granted to GTE under the Agreement, and to\nprovide maintenance on the Qwest System should QWEST not provide the\nmaintenance services set out in Exhibit H.  QWEST agrees that in the\nevent GTE's ability to utilize and maintain the GTE Fibers as herein\ndescribed is impeded in a material way as a result of the Underlying\nRights Requirements, QWEST agrees to use all commercially reasonable\nefforts to amend the Underlying Rights or secure additional rights in\norder to provide GTE with full access to the GTE Fibers.\n                                  ARTICLE VIII.\n                             OPERATIONS\n8.1     Each party shall have full and complete control and\nresponsibility for determining any network and service configuration\nor designs, routing configurations, regrooming, rearrangement or\nconsolidation of channels or circuits and all related functions with\nregard to the use of that party's Dark Fiber.\n\n \n8.2     GTE shall reimburse QWEST for GTE's proportionate share of\nall reasonable and necessary operating costs incurred by QWEST in\nconnection with the Regeneration Facilities (or alternatively\nrequested POP or terminal facilities) provided pursuant to\nSection 7.2(a), including its proportionate share of any monthly lease\ncosts for any such facilities and\/or underlying property that QWEST\nleases (including, to the extent included in such lease costs, base\nrent, maintenance, insurance, security and taxes), maintenance of such\nfacilities, and all power and utility fees and charges, excluding any\nlease costs for underlying rights on the right-of-way.  GTE's\nproportionate share of such operating costs, including a proportionate\nshare of common area costs, shall be the ratio that the floor space\nprovided to GTE in any such facility (including a proportionate share\nof the common area) bears to (i) in the case of lease costs, the total\nspace in such facility, and (ii) in the case of all other costs\n(including common area costs), the total utilized space in such\nfacility.  QWEST shall submit invoices to GTE on an annual basis for\nGTE's pro rata share of such operating costs during the preceding\ntwelve months.  GTE's reimbursement obligations for insurance and\ntaxes pursuant to this Section 8.2 shall in no event be duplicative of\nGTE's payment obligations for insurance or taxes, respectively, as\nprovided in Article XIV and XV hereof, and in no event shall relieve\nQWEST of its payment obligations for insurance costs or taxes,\nrespectively, as provided in Article XIV and XV hereof.\n8.3     GTE acknowledges and agrees that, except to the extent\nexpressly provided pursuant to Section 7.2, QWEST is not supplying nor\nis QWEST obligated to supply to GTE any optronics or electronics or\noptical or electrical equipment or other facilities, including without\nlimitation, generators, batteries, air conditioners, fire protection\nand monitoring and testing equipment, all of which are the sole\nresponsibility of GTE, nor is QWEST responsible for performing any\nwork other than as specified in this Agreement.\n8.4     Upon not less than one hundred twenty (120) days' written\nnotice from QWEST to GTE, QWEST may, subject to GTE's prior written\napproval (which approval shall not be unreasonably delayed or\nwithheld) substitute for the GTE Fibers on the QWEST System, or any\nSegment or Segments comprising a portion of said QWEST System, an\nequal number of alternative fibers along the same or an alternative\nroute; provided that in any such event, such substitution (i) shall be\nin accordance with GTE's applicable specifications and operating\nprocedures, (ii) shall be effected at the sole cost of QWEST,\nincluding, without limitation, all disconnect and reconnect costs,\nfees and expenses, (iii) shall be constructed and tested in accordance\nwith the specifications and drawings set forth in Exhibits C and D and\nSection 4.2, and incorporate fiber meeting the specifications set\nforth in Exhibit E, and (iv) shall not interrupt or adversely affect\nthe use, operation or performance of GTE's network or business, or\nchange any Connecting Points or endpoints of any Segment or change the\nlocation of any Regeneration Facilities (or POPs or terminal\nfacilities) used by GTE hereunder or any other GTE POP, node or switch\nfacilities, all as determined by GTE, in its sole discretion.\n                             ARTICLE IX.\n             MAINTENANCE AND REPAIR OF THE QWEST SYSTEM\n9.1     From and after the Acceptance Date with respect to each\nSegment, the maintenance of the QWEST System comprising such Segment\nshall be provided in accordance with the maintenance requirements and\nprocedures set forth in Exhibit H hereto.\n                             ARTICLE X.\n               PERMITS; UNDERLYING RIGHTS; RELOCATION\n10.1    QWEST covenants and agrees that it shall obtain, during the\ncourse of construction of, and in any event on or before the\ncompletion of conduit installation with respect to, each Segment of\nconduit to be delivered hereunder all Underlying Rights (as defined\nbelow) and such other rights, licenses, permits, authorizations,\nconsents and approvals (including, without limitation, any necessary\n\n \nlocal, state, federal or tribal authorizations and environmental\npermits) that are necessary in order to permit QWEST to construct,\ninstall and maintain the conduit and the GTE Fibers to be encompassed\nin such Segment in accordance with the terms and conditions hereof.\nQWEST further covenants and agrees that it shall obtain, during the\ncourse of construction of and in any event on or before the Acceptance\nDate with respect to each Segment to be delivered hereunder, any and\nall rights-of way, easements, licenses and other agreements relating\nto the grant of rights and interests in and\/or access to the real\nproperty underlying the QWEST System (collectively, the \"Underlying\nRights\") and such other rights, licenses, permits, authorizations,\nconsents and approvals (including without limitation, any necessary\nlocal, state, federal or tribal authorizations and environmental\npermits) that are necessary in order to permit QWEST to grant the\nIRUs, and otherwise to perform its obligations hereunder, in\naccordance with the terms and conditions hereof, and to (and all of\nwhich Underlying Rights shall) permit GTE to use the GTE Fibers and\nAssociated Property as provided and permitted hereunder and in\naccordance with the terms and conditions hereof.  QWEST shall use its\nbest efforts to cause the terms of each such Underlying Right to\nprovide GTE with notice of any default on the part of QWEST and to\npermit GTE to cure, on behalf of QWEST, any such default by QWEST and,\nthereafter, to continue the use of such Underlying Right in accordance\nwith QWEST's rights and interests thereunder and, if GTE at any time\ncures such default by QWEST, QWEST shall reimburse GTE for any and all\namounts reasonably paid by GTE promptly upon demand.\n10.2    QWEST further covenants and agrees that, with respect to\neach Underlying Right that is necessary in order to continue and\nmaintain the IRUs granted hereunder, and to permit GTE to exercise its\nrights to use the GTE Fibers and Associated Property, in each case in\naccordance with the terms and conditions hereof:\n(i)     QWEST shall, for a period of\n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n\n years from the date hereof (or until the earlier to occur of\n(A) the expiration of the economically useful life of the GTE Fibers,\nas determined pursuant to Section 6.2, or (B) the expiration or\ntermination of the term of a particular Underlying Right, so long as\nany such termination is not effected as a result of any failure of\nQWEST (not caused as a result of GTE's failure to observe and perform\nits obligations hereunder) to observe and perform its duties,\nobligations and responsibilities under such Underlying Right or under\nthis Agreement, including under this Article X), observe and perform\neach and every of its obligations under each document, agreement or\ninstrument granting or conveying to QWEST such an Underlying Right if\nthe failure to observe and perform any such obligation or obligations\nwould permit the grantor of such Underlying Right to terminate such\nUnderlying Right prior to its stated expiration date, or would\notherwise materially, adversely impair or affect GTE's ability to use\nthe GTE Fibers and Associated Property, or exercise its rights with\nrespect thereto, as provided and permitted hereunder; and\n\n(ii)    QWEST shall either require that the initial stated\nterm of each such Underlying Right be for a period that does not\nexpire, in accordance with its ordinary terms, prior to the last day\nof the Minimum Period (as hereinafter defined with respect to each\nSegment) or, if the initial stated term of any such Underlying Right\nexpires, in accordance with its ordinary terms, on a date earlier than\nthe last day of the Minimum Period, QWEST shall at its cost exercise\nany renewal rights thereunder, or otherwise acquire such extensions,\nadditions and\/or replacements as may be necessary, in order to cause\nthe stated term thereof to be continued until a date that is not\nearlier than the last day of the Minimum Period.  The \"Minimum Period\"\nshall be, with respect to each Segment, the period from the date on\nwhich construction of such Segment commences until the\n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n\n anniversary of such date; and\n\n(iii)   From and after the last day of the Minimum Period,\nQWEST at its sole cost shall use its best efforts (without being\nrequired to expend commercially unreasonably amounts therefor) to\nobtain such extensions and\/or renewals as may be necessary in order to\ncause the stated term of each such Underlying Right to be continued\nfor an additional period or periods of, in the aggregate,\n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n\nyears following the Minimum Period or until the earlier\nexpiration of the economically useful life of the GTE Fibers, as\ndetermined pursuant to Section 6.2; provided that QWEST shall not be\nrequired to expend, as consideration for any such renewal or\nextension, more than the fair market rate payable at such time for\nsimilar rights and terms except to the extent that GTE agrees at its\n\n \noption to pay directly or reimburse QWEST for any amounts required to\nbe paid in excess of such fair market rate to renew or extend such an\nUnderlying Right; and\n\n(iv)    Throughout the term of each such Underlying Right, QWEST\nshall at its reasonable cost and expense defend and protect QWEST's\nrights in and interests under the Underlying Rights and GTE's right to\nuse the GTE Fibers and Associated Property as provided and permitted\nhereunder against interfering or infringing rights, interests or\nclaims of third parties.\n10.3    Upon the expiration or termination of any Underlying Right\nthat is necessary in order to grant, continue or maintain an IRU\ngranted hereunder in accordance with the terms and conditions hereof,\nso long as QWEST shall have fully observed and performed its\nobligations under this Article X with respect thereto, the Term of the\nIRUs hereunder with respect to any Segment or Segments affected\nthereby shall automatically expire upon such expiration or\ntermination.\n10.4    If, after the Acceptance Date with respect to a Segment,\nQWEST is required by a third party with legal authority to so require\n(including, without limitation, the grantor of an Underlying Right,\nbut only to the extent that such relocation is not required as a\nresult of a failure by QWEST to observe and perform its obligations\nunder such Underlying Right or this Agreement), or if GTE agrees, to\nrelocate any portion of such Segment including any of the facilities\nused or required in providing the IRUs in such Segment hereunder,\nQWEST shall proceed with such relocation, including, but not limited\nto, the right, in good faith, to reasonably determine the extent of,\nthe timing of, and methods to be used for such relocation; provided\nthat (i) the route of any such relocation shall be subject to the good\nfaith agreement of the parties with a bona fide interest therein,\n(ii) GTE shall be kept fully informed of all other determinations made\nby QWEST in connection with such relocation, and (iii) any such\nrelocation shall be constructed and tested in accordance with the\nspecifications and drawings set forth in Exhibits C and D, and\nincorporate fiber meeting the specifications set forth in Exhibit E.\nGTE shall reimburse QWEST for its proportionate share of the Costs of\nsuch relocation of the portion of the Segment so relocated, reduced by\nsuch amount, if any, of the portion of such Costs as are reimbursed to\nQWEST by the party requiring such relocation, as follows:  (i) if the\naffected portion of the Segment includes any conduit other than the\nconduit housing the GTE Fibers for which QWEST is responsible for\nrelocation costs, the total Costs of relocation of the conduits (i.e.,\nrelocation of the conduits only without regard to whether the conduits\ncontain fibers) shall be allocated based on the overall number of\nconduits relocated; (ii) such Costs allocated to the conduit carrying\nthe GTE Fibers plus the Costs specifically associated with the\nrelocation of the fiber (i.e., relocation of the fiber only without\nregard to relocation of conduit) shall be further allocated to GTE\nbased on GTE's proportionate share of (A) all Costs of fiber\nacquisitions, splicing and testing, prorated based on the total fiber\ncount in the affected Cable, as so relocated, and (B) all other Costs\nassociated with the relocation of the conduit housing the affected\nCable, prorated based on the total number of owners (including QWEST)\nand holders of IRUs or equivalent interests (including long-term\nlessees) (each, an \"Interest Holder\") in the affected Cable, as so\nrelocated.  GTE shall have the right to review and audit all Costs\nincurred in connection with such relocation.  QWEST shall deliver to\nGTE updated As-Builts with respect to the relocated Segment not later\nthan sixty (60) days following the completion of such relocation.  Any\ncondemnation or taking under the power of eminent domain of all or any\nportion of a Segment shall be deemed a relocation required by a third\nparty with legal authority to so require, and such affected Segment,\nor portion thereof, shall be relocated in accordance with this\nSection 10.4 and any condemnation proceeds received by QWEST shall be\napplied to such relocation as provided above.\nARTICLE XI.\nUSE OF QWEST SYSTEM\n11.1    The requirements, restrictions, and\/or limitations upon\nGTE's right to use the GTE  Fibers and Associated Property as provided\nand permitted under this Agreement imposed under, and associated\nsafety, operational and other rules and regulations imposed in\nconnection with, the Underlying Rights are referred to collectively as\nthe \"Underlying Rights Requirements.\"  QWEST represents and warrants\nthat, it has made available to GTE for its review and inspection a\ncopy of certain documents, agreements, or instruments pursuant to\nwhich QWEST has been granted an Underlying Right as of the date hereof\n\n \n(the \"Existing Underlying Rights\"), and certain associated safety,\noperational and other rules and regulations imposed in connection with\nthe exercise of its rights thereunder (all of which are identified on\nExhibit I hereto).  GTE hereby accepts the Existing Underlying Rights\nand the Underlying Rights Requirements associated therewith.  QWEST\nrepresents that it is not in default under any of the Existing\nUnderlying Rights that would permit the grantor of such Underlying\nRight to terminate such Underlying Right prior to its stated\nexpiration date, or would otherwise materially, adversely impair or\naffect GTE's ability to use the GTE Fibers and Associated Property, or\nexercise its rights with respect thereto, as provided and permitted\nhereunder, and, to the best of its knowledge, none of the grantors are\nin default under the Existing Underlying Rights.  With respect to each\nUnderlying Right (other than the Existing Underlying Rights) obtained\nafter the date hereof by QWEST (or an Underlying Right existing on the\ndate hereof under any document, agreement or instrument delivered\nafter the date hereof) in carrying out its obligations hereunder from\nthe same type of grantor as a grantor of any Existing Underlying\nRight, QWEST represents and warrants that the terms and conditions\nthereof, and rules and regulations imposed in connection therewith,\nshall not impose materially more onerous limitations and restrictions\non the rights of GTE to use the GTE Fibers and Associated Property as\npermitted and provided hereunder than those imposed by such type of\ngrantor under and in connection with the Existing Underlying Rights\nand Underlying Rights Requirements associated therewith.  To the\nextent that any such Underlying Right documents, agreements or\ninstruments were or hereafter are provided in a redacted format to\nprotect confidential and proprietary business terms, QWEST represents\nand warrants that no language or information so redacted constitutes\nan Underlying Rights Requirement nor otherwise imposes material\nrequirements, restrictions and\/or limitations upon GTE's right to use\nthe GTE Fibers and Associated Property as provided and permitted\nhereunder.  QWEST represents to GTE that the map heretofore provided\nto GTE delineating the general location of rights of way, easements\nand other rights held by QWEST under the principal agreements\nevidencing the Existing Underlying Rights is a true and complete\ndepiction, in all material respects, with respect to the general\nlocation of such Existing Underlying Rights that relate to the GTE\nFibers to be installed along the QWEST System as contemplated by this\nAgreement.\n11.2    GTE represents, warrants and covenants that it will use the\nGTE Fibers and Associated Property in compliance with (i) all\napplicable government codes, ordinances, laws, rules, regulations\nand\/or restrictions, and (ii) subject to QWEST's obligations under\nSection 11.1, the Underlying Rights Requirements.\n11.3    In addition to the other rights provided hereunder, but\nsubject to the provisions of Article VII, the IRUs granted hereunder\nshall include the right at GTE's cost to install additional equipment,\nor replace existing equipment, in the facility space provided to GTE\npursuant to Article VII, subject to the Underlying Rights\nRequirements.\n11.4    QWEST agrees and acknowledges that it has no right to use\nthe GTE Fibers during the Term hereof, and that, from and after the\neffective date of the grant of each IRU hereunder, QWEST shall keep\nthe GTE Fibers, the Associated Property and the IRUs granted hereunder\nfree from (i) any liens of any third party attributable to QWEST, and\n(ii) any rights or claims of any third party attributable to QWEST, as\nand to the extent required pursuant to Article X hereof.  In addition,\nQWEST agrees that, from and after the execution of this Agreement and\nuntil the effective date of the grant of each IRU hereunder with\nrespect to any Segment, it shall obtain from any entity in favor of\nwhich QWEST in its discretion shall have granted a security interest\nor lien on all or part of such Segment a written nondisturbance\nagreement substantially to the effect that such lienholder\nacknowledges GTE's rights and interests in and to the GTE Fibers, the\nAssociated Property and the IRU's hereunder and agrees that the same\nshall not be diminished, disturbed, impaired or interfered with by\nsuch lienholder.\n11.5    Subject to the provisions of Article XXV and this\nArticle XI, GTE may use the GTE Fibers, the Associated Property and\nthe IRUs for any lawful telecommunications purpose.  For purposes of\nthis Section 11.5 \"telecommunications\" shall have the meaning as used\nand interpreted in 47 U.S.C. Sec.153(2)(43).  GTE agrees and\nacknowledges that it has no right to use any of the fibers, other than\nthe GTE Fibers, included in the Cable or otherwise incorporated in the\nQWEST System, and that GTE shall keep any and all of the QWEST System,\nother than the IRU in the GTE Fibers or in the Associated Property,\n\n \nfree from any liens, rights or claims of any third party attributable\nto GTE.\n11.6    GTE and QWEST shall promptly notify each other of any\nmatters pertaining to, or the occurrence (or impending occurrence) of,\nany event which could give rise to any damage or impending damage to\nor loss of the QWEST System that are known to such party.  Without\nlimiting the generality of the foregoing, QWEST shall promptly forward\nto GTE a copy of any notice of default received by QWEST with respect\nto its obligations under any Underlying Right if such default is not\npromptly cured by QWEST.\n11.7    GTE shall not use the GTE Fibers or any related facilities\nor equipment in a way which physically interferes in any way with or\nadversely affects the use of the fibers or cable of any other person\nusing the QWEST System, it being expressly acknowledged that the QWEST\nSystem includes or will include other participants, including QWEST\nand other owners and holders of Dark Fiber IRUs and telecommunication\nsystem operations.  QWEST shall not use any other fibers in the QWEST\nSystem in a way which physically interferes with or adversely affects\nthe use of the GTE Fibers, and shall obtain a similar agreement from\nany person that acquires the right to use fibers in the QWEST System\nafter the date hereof.\n11.8    GTE and QWEST each agree to cooperate with and support the\nother in complying with any requirements applicable to their\nrespective rights and obligations hereunder by any governmental or\nregulatory agency or authority.\n11.9    QWEST agrees, so long as any such action would not violate\nthe terms of any Underlying Right, upon request of GTE, to execute,\nfile and\/or record such documents or instruments as GTE shall deem\nreasonably necessary or appropriate to evidence or safeguard the IRUs\ngranted to GTE hereunder.  GTE agrees to reimburse QWEST for all\nreasonable costs and out-of-pocket expenses (including, without\nlimitation, reasonable fees and expenses of legal counsel) incurred by\nQWEST in fulfilling its obligations under this Section 11.9.\n                            ARTICLE XII.\n                           INDEMNIFICATION\n12.1    Subject to the provisions of Articles XIII and XVIII, QWEST\nhereby releases and agrees to indemnify, defend, protect and hold\nharmless GTE and its employees, officers and directors, from and\nagainst, and assumes liability for:\n(a)     Any injury, loss or damage to any person (including GTE),\ntangible property or facilities of any person or entity (including\nreasonable attorneys' fees and costs) to the extent arising out of or\nresulting from the acts or omissions, negligent or otherwise, of\nQWEST, its officers, employees, servants, affiliates, agents,\ncontractors, licensees, invitees or vendors arising out of or in\nconnection with a default (other than a default caused by a failure of\nGTE to perform or comply with its obligations hereunder) by QWEST in\nthe performance of its obligations or breach of its representations\nunder this Agreement (including, without limitation, any default by\nQWEST in the performance of its obligations under Article X with\nrespect to the Underlying Rights and under Article XI with respect to\nits use of the QWEST System); and\n(b)     Any claims, liabilities or damages, including reasonable\nattorneys' fees and costs, arising out of any violation by QWEST of\nany regulation, rule, statute or court order of any local, state or\nfederal governmental agency, court or body in connection with the\nperformance of its obligations under this Agreement.\n12.2    Subject to the provisions of Articles XIII and XVIII, GTE\nhereby releases and agrees to indemnify, defend, protect and hold\nharmless QWEST, and its employees, officers and directors, from and\nagainst, and assumes liability for:\n(a)     Any injury, loss or damage to any person (including QWEST),\ntangible property or facilities of any person or entity (including\nreasonable attorneys' fees and costs) to the extent arising out of or\nresulting from the acts or omissions, negligent or otherwise, of GTE,\nits officers, employees, servants, affiliates, agents, contractors,\nlicensees, invitees or vendors arising out of or in connection with a\ndefault (other than a default caused by a failure of QWEST to perform\nor comply with its obligations hereunder) by GTE in the performance of\nits obligations or breach of its representations under this Agreement\n(including, without limitation, any default by GTE in the performance\nof its obligations under Article XI with respect to its use of the\nQWEST System); and\n(b)     Any claims, liabilities or damages, including reasonable\nattorneys' fees and costs, arising out of any violation by GTE of any\nregulation, rule, statute or court order of any local, state or\nfederal governmental agency, court or body in connection with its use\n\n \nof the IRUs and\/or the GTE Fibers and Associated Property hereunder.\n12.3    The parties agree to promptly provide each other with\nnotice of any lawsuit, judicial, administrative or other dispute\nresolution action or proceeding, or claim of which it becomes aware\nand which it believes may result in an indemnification obligation\nhereunder (each, an \"Action\"); provided that the failure to provide\nany such notice shall not affect the indemnifying party's\nindemnification obligation unless the indemnifying party is actually\nprejudiced by the failure to receive such notice.  After receipt of\nany such notice, if the indemnifying party shall acknowledge in\nwriting to the indemnified party that the indemnifying party shall be\nobligated under the terms of this indemnity hereunder in connection\nwith such Action, then the indemnifying party shall be entitled, if it\nso elects (i) to take control of the defense and investigation of such\nAction, (ii) to employ and engage attorneys of its own choice to\nhandle and defend the same, at the indemnifying party's cost, risk and\nexpense unless the named parties to such action or proceeding include\nboth the indemnifying party and the indemnified party and the\nindemnified party has been advised in writing by counsel that there\nmay be one or more legal defenses available to such indemnified party\nthat are different from or additional to those available to the\nindemnifying party, in which case the indemnified party shall also\nhave the right to employ its own counsel in any such case with the\nreasonable fees and expenses of such counsel being borne by the\nindemnifying party, and (iii) to compromise or settle such Action,\nwhich compromise or settlement shall be made only with the written\nconsent of the indemnified party, such consent not to be unreasonably\nwithheld.  Notwithstanding anything in this Section 12.3 to the\ncontrary, (i) if there is a reasonable probability that an\nindemnifiable claim may materially adversely affect the indemnified\nparty, other than as a result of money damages or other money\npayments, the indemnified party shall have the right to participate in\nsuch defense, compromise or settlement and the indemnifying party\nshall not, without the indemnified party's written consent (which\nconsent shall not be unreasonably withheld), settle or compromise any\nindemnifiable claim or consent to entry of any judgment in respect\nthereof unless such settlement, compromise or consent includes as an\nunconditional term thereof the giving by the claimant or the plaintiff\nto the indemnified party a release from all liability in respect of\nsuch indemnifiable claim.\n12.4    The parties hereby expressly recognize and agree that each\nparty's said obligation to indemnify, defend, protect and save the\nother harmless is not a material obligation to the continuing\nperformance of the parties' other obligations, if any, hereunder.  In\nthe event that a party shall fail for any reason to so indemnify,\ndefend, protect and save the other harmless, the injured party hereby\nexpressly recognizes that its sole remedy in such event shall be the\nright to bring legal proceedings against the other party for its\ndamages as a result of the other party's said failure to indemnify,\ndefend, protect and save harmless.  The obligations of the parties\nunder this Article XII shall survive the expiration or termination of\nthis Agreement.\n12.5    Nothing contained herein shall operate as a limitation on\nthe right of either party hereto to bring an action for damages\nagainst any third party, including indirect, special or consequential\ndamages, based on any acts or omissions of such third party as such\nacts or omissions may affect the construction, operation or use of the\nGTE Fibers or the QWEST System; provided, however, that each party\nhereto shall assign such rights or claims, execute such documents and\ndo whatever else may be reasonably necessary to enable the other party\nto pursue any such action against such third party.\n                            ARTICLE XIII.\n                       LIMITATION OF LIABILITY\n13.1    Notwithstanding any provision of this Agreement to the\ncontrary, except to the extent caused by its own willful misconduct,\nneither party shall be liable to the other party for any special,\nincidental, indirect, punitive or consequential damages, whether\nforeseeable or not, arising out of, or in connection with such party's\nfailure to perform its respective obligations or breach of its\nrespective representations hereunder, including, but not limited to,\nloss of profits or revenue (whether arising out of transmission\ninterruptions or problems, any interruption or degradation of service\nor otherwise), cost of capital, or claims of customers, in each case\nwhether occasioned by any construction, reconstruction, relocation,\nrepair or maintenance performed by, or failed to be performed by, the\nother party or any other cause whatsoever, including breach of\ncontract, breach of warranty, negligence, or strict liability, all\n\n \nclaims with respect to which such special, incidental, indirect,\npunitive or consequential damages are hereby specifically waived.\nNothing contained herein shall be construed to prohibit or reduce the\npayment by QWEST of the amounts described in Section 18.2 and which\nthe parties acknowledge are the sole rights and remedies of GTE to the\nextent provided in Section 18.2(e).\n                            ARTICLE XIV.\n                              INSURANCE\n14.1    During the construction period with respect to any Segment,\nand until the Acceptance Date with respect thereto, QWEST shall\nprocure and maintain in force the following insurance coverage from\ncompanies lawfully approved to do business in the state where the\nconstruction will be performed:\n(a)     not less than $5,000,000 combined single-limit liability\ninsurance, on an occurrence basis, for personal injury and property\ndamage, including, without limitation, injury or damage arising from\nthe operation of vehicles or equipment and liability for completed\noperations;\n(b)     workers' compensation insurance in amounts required by\napplicable law and employers' liability insurance with a limit of at\nleast $1,000,000 per occurrence;\n(c)     automobile liability insurance covering death or injury to\nany person or persons, or damage to property arising from the\noperation of vehicles or equipment, with limits of not less than\n$2,000,000 per occurrence; and\n(d)     any other insurance coverages required pursuant to QWEST's\nright-of-way agreements with railroads or other third parties.\nQWEST shall require its subcontractors who are engaged in\nconnection with the construction of the QWEST System to maintain\ninsurance in the types and amounts as would be obtained by a prudent\nperson to provide adequate protection against loss.  In all\ncircumstances, QWEST shall require its subcontractors to carry a\nminimum of $1,000,000 in commercial general liability; and\n(e)     GTE shall be listed as an additional insured on all\npolicies set forth above, except workers' compensation.  QWEST shall\nprovide to GTE a certificate of insurance evidencing such insurance\ncoverage.  Evidence of insurance furnished shall contain a clause\nstating GTE \"shall be notified in writing at least thirty (30) days\nprior to any cancellation of, or any material change or new exclusions\nin the policy.\"\n14.2    Following the Acceptance Date with respect to each Segment,\nand throughout the remaining term of the IRU with respect to such\nSegment, each party shall procure and maintain in force, at its own\nexpense:\n(a)     not less than $5,000,000 combined single limit liability\ninsurance, on an occurrence basis, for personal injury and property\ndamage, including, without limitation, injury or damage arising from\nthe operation of vehicles or equipment and liability for completed\noperations;\n(b)     workers' compensation insurance in amounts required by\napplicable law and employers' liability insurance with a limit of at\nleast $1,000,000 per occurrence;\n(c)     automobile liability insurance covering death or injury to\nany person or persons, or damage to property arising from the\noperation of vehicles or equipment, with limits of not less than\n$2,000,000 per occurrence; and\n(d)     any other insurance coverages specifically required of such\nparty pursuant to QWEST's right-of-way agreements with railroads or\nother third parties.\n14.3    Both parties expressly acknowledge that a party shall be\ndeemed to be in compliance with the provisions of this Article if it\nmaintains an approved self insurance program providing for a retention\nof up to $1,000,000.  If either party provides any of the foregoing\ncoverages on a claims-made basis, such policy or policies shall be for\nat least a three-year extended reporting or discovery period.  Unless\notherwise agreed, GTE's and QWEST's insurance policies shall be\nobtained and maintained with companies rated \"A\" or better by Best's\nKey Rating Guide and each party shall provide the other with an\ninsurance certificate confirming compliance with this requirement for\neach policy providing such required coverage.\n14.4    In the event either party fails to obtain the required\ninsurance or to obtain the required certificates from any contractor\nand a claim is made or suffered, such party shall indemnify and hold\nharmless the other party from any and all claims for which the\nrequired insurance would have provided coverage.  Further, in the\nevent of any such failure which continues after seven (7) days'\nwritten notice thereof by the other party, such other party may, but\n\n \nshall not be obligated to, obtain such insurance and will have the\nright to be reimbursed for the cost of such insurance by the party\nfailing to obtain such insurance.\n14.5    In the event coverage is denied or reimbursement of a\nproperly presented claim is disputed by the carrier for insurance\nprovided above, the party carrying such coverage shall make good-faith\nefforts to pursue such claim with its carrier.\n14.6    GTE and QWEST shall each obtain from the insurance\ncompanies providing the coverages required by this Agreement the\npermission of such insurers to allow such party to waive all rights of\nsubrogation and such party does hereby waive all rights of said\ninsurance companies to subrogation against the other party, its parent\ncorporation, affiliates, subsidiaries, assignees, officers, directors,\nand employees or any other party entitled to indemnity under this\nAgreement.\n                             ARTICLE XV.\n           TAXES, FEES AND OTHER GOVERNMENTAL IMPOSITIONS\n15.1    The parties acknowledge and agree that it is their mutual\nobjective and intent to (i) minimize, to the extent feasible, the\naggregate Impositions (as defined in Section 33.1(e)) payable with\nrespect to the QWEST System and (ii) share such Impositions according\nto their respective interests in the QWEST System , and that they will\ncooperate with each other and coordinate their mutual efforts to\nachieve such objectives in accordance with the provisions of this\nArticle XV.\n15.2    (a)  QWEST shall be responsible for and shall timely pay\nany and all Impositions with respect to the construction or operation\nof the QWEST System which Impositions are (i) imposed or assessed\nprior to the Acceptance Date, (ii) imposed or assessed with respect to\nevents which occurred or property rights or obligations of QWEST which\nexisted prior to the acceptance date; or (iii) imposed or assessed\n(regardless of the time) with respect to the QWEST System in exchange\nfor the approval of construction in the original agreement which\nresulted in the granting of an Underlying Right.  Notwithstanding the\nforegoing obligations, QWEST shall have the right to challenge any\nsuch Impositions so long as the challenge of such Impositions does not\nmaterially, adversely affect the title, rights or property to be\ndelivered to GTE pursuant hereto.\n             (b)  Real and\/or personal property or ad valorem taxes\nshall be prorated between QWEST and GTE based on the period the\nProperty was owned by each respective party during the fiscal period\nfor which such taxes were imposed by the taxing jurisdiction (as such\nfiscal period is reflected on the bill rendered by such taxing\njurisdiction).  If the fiscal period is not identified on the tax\nbill, proration between QWEST and GTE shall be calculated based on the\nprivilege period of the taxing jurisdiction.  QWEST and GTE shall pay\nor be reimbursed for real and\/or personal property taxes (including\ninstances in which such property taxes have been paid before the\nAcceptance Date) prorated on this basis.\n15.3    Except as to Impositions described in paragraphs (ii) and\n(iii) of Section 15.2, which are clearly for QWEST's account following\nthe Acceptance Date, QWEST shall timely pay any and all Impositions\nimposed upon or with respect to the QWEST System to the extent such\nImpositions may not feasibly be separately assessed or imposed upon or\nagainst the respective ownership interests of QWEST and GTE in the\nQWEST System; provided that, upon receipt of a notice of any such\nImposition, QWEST shall promptly notify GTE of such Imposition and\nfollowing payment of such Imposition by QWEST, GTE shall promptly\nreimburse QWEST for its proportionate share of such Imposition, which\nshare shall be determined (i) to the extent possible, based upon the\nmanner and methodology used by the particular authority imposing such\nImpositions (e.g., on the cost of the relative property interests,\nhistoric or projected revenue derived therefrom, or any combination\nthereof) and, if based upon projected revenue or gross receipts, then\nbased on the relative number of GTE Fibers in the affected portion of\nthe QWEST System compared to the total number of fibers in the\naffected portion of the QWEST System during the relevant tax period\nwhich are subject to an indefeasible right of use or are otherwise in\nuse; or (ii) if the same cannot be so determined, then based upon\nGTE's proportionate share of the total fiber count in the affected\nportion of the QWEST System.  If QWEST's assessed value, for property\ntax purposes, is based on its entire operation in any state\n(i.e., central assessment), QWEST and GTE shall work together in good\nfaith to allocate a proper portion n of said assessment to the QWEST\nSystem and GTE's ownership interest in the QWEST System. If GTE's\nassessed value, for property tax purposes, is based on a duplicate\nassessment of the same property as QWEST, QWEST and GTE shall work\n\n \ntogether in good faith to allocate a portion of this duplicate\nassessment to each party.  QWEST and GTE shall work together in good\nfaith to aggressively defend against such duplicate assessment in any\nstate which attempts to impose a duplicate assessment.  QWEST shall\nprovide GTE with reasonable supporting documentation for Impositions\nfor which QWEST seeks reimbursement. Any reimbursement made under this\nSection 15.3 shall be in an amount that, after deductions of all\nImpositions required to be paid by QWEST in respect of the receipt or\naccrual of such reimbursement and after consideration of any deduction\nto which QWEST may be entitled with respect to the payment or accrual\nof the Impositions which have been reimbursed shall be equal to the\namount otherwise required to be paid by QWEST hereunder.  Hereafter,\nsuch additional amount or amounts shall be referred to as the \"Gross-up Amount.\"\nQWEST shall, upon request, provide GTE with documentation\nin support of any Gross-up Amount so as to ensure that both parties\nare made whole in a manner that is consistent with the mutual\nobjectives set forth in section 15.1 of the Agreement.  If such Gross-up Amount\nexceeds $\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n, GTE may elect to engage the services of an independent\nconsultant, at GTE's sole cost and expense, to review QWEST's\ncomputation of such Gross-up Amount.  Any independent consultant\nselected by GTE shall be subject to approval by QWEST, which such\napproval shall not be unreasonably withheld, and such independent\nconsultant shall be subject to confidentiality restrictions as may be\ndetermined in QWEST's sole discretion.  Further, if, after review of\nsuch documentation or otherwise, in the event the parties are unable\nto agree upon the amount of the Gross-up Amount, such dispute shall be\nresolved pursuant to Article XXI of the Agreement.\n15.4    Upon notice of the assertion or proposed assertion of any\nImposition described in Section 15.3 (including Impositions that\ntrigger a Gross-up Amount) QWEST shall promptly and in good faith\nconsult with GTE concerning the underlying facts and whether to\ncontest or continue to contest such assertion or proposed assertion.\nNotwithstanding any provision herein to the contrary, QWEST shall have\nthe right to contest any Imposition described in Section 15.3, above,\n(including Impositions which trigger a Gross-up Amount), provided that\nsuch contest does not materially adversely affect GTE.  Such contest\nmay be pursued by any lawful means including by non-payment of such\nImposition provided such non-payment contest does not materially,\nadversely affect the title, rights or property to be delivered to GTE\npursuant hereto.  The out-of-pocket costs and expenses (including\nreasonable attorneys' fees) incurred by QWEST in any such contest\nshall be shared by QWEST and GTE in the same proportion as to which\nthe parties shared in any such Imposition, as it was originally\nassessed.  Any refunds or credits resulting from a contest brought\npursuant to this Section 15.4 shall be divided between QWEST and GTE\nin the same proportion as to which such refunded or credited\nImpositions were borne by QWEST and GTE.  In any such event, QWEST\nshall provide timely notice of such challenge to GTE.  If QWEST\nchooses to proceed with such challenge after receipt of a written\nobjection to the challenge from GTE, QWEST shall conduct such\nchallenge at its own costs and expense, provided that GTE shall not\nreceive the benefit of any refund or credit, if any, obtained as a\nresult of a successful challenge.  Further, where QWEST does not\ncontest an Imposition, GTE shall have the right, after notice to\nQWEST, to contest such Imposition as long as such contest does not\nmaterially, adversely affect the title property or rights of QWEST.\nThe out-of-pocket costs and expenses (including reasonable attorneys'\nfees) incurred by GTE in any such contest shall be shared by GTE and\nQWEST in the same proportion as to which the parties shared in such\nImposition, as it was originally assessed.  Any refunds or credits\nresulting from a contest shall be divided between GTE and QWEST in the\nsame proportion as to which such refunded or credited Imposition was\nborne by GTE and QWEST.  If GTE chooses to proceed with such contest\nafter receipt of written objection to the challenge from QWEST, GTE\nshall conduct such challenge at its own costs and expense, provided\nthat QWEST shall not receive the benefit of any refund or credit, if\nany, obtained as a result of a successful challenge.  Provided,\nhowever, that notwithstanding anything to the contrary in this\nArticle XV, QWEST shall have complete authority over and discretion to\ncontrol (including the authority to dismiss or not pursue) any\ncontests relating to Impositions based upon the computation of QWEST's\ntaxable income under the Federal Internal Revenue Code or state income\nor franchise tax laws (hereinafter \"Net Income Based Impositions\").\nGTE shall, however, be consulted on the conduct and status of such\n\n \ncontest.  QWEST shall have no obligation to disclose to GTE its income\nor franchise tax returns and records except as to the discrete portion\nof such return or record that directly relates to the computation and\npayment of such Net Income Based Impositions.  Provided further,\nhowever, that in the event QWEST shall determine in its own discretion\nnot to pursue a contest of any Net Income Based Imposition as to which\nGTE has requested a contest pursuant to the provisions described above\nin this Section 15.4, then GTE shall have no obligation to provide any\nreimbursement for such amount if GTE shall have obtained and provided\nto QWEST an opinion of nationally recognized legal counsel confirming\nthat a meritorious defense exists to such Net Income Based Imposition.\n15.5    Except as to Impositions described in paragraph (iii) of\nSection 15.2, following the Acceptance Date QWEST and GTE,\nrespectively, shall be separately responsible for any and all\nImpositions (i) expressly or implicitly imposed upon, based upon, or\notherwise measured by the gross receipts, gross income, net receipts\nor net income received by or accrued to such party due to its\nrespective ownership or use of the QWEST System and\/or the GTE Fibers,\nor (ii) which have been separately assessed or imposed upon the\nrespective ownership interest of such party in the QWEST System and\/or\nthe GTE Fibers.  If the GTE Fibers are the only fibers located in the\nCable from the point where the Cable leaves the QWEST System right-of-way to a\nGTE POP, GTE shall be solely responsible for any and all\nImpositions imposed on or with respect to such portion of the QWEST\nSystem.\n15.6    Notwithstanding any provision herein to the contrary, GTE\nshall have the right to protest by appropriate proceedings any\nImposition described in Section 15.5, above.  In such event, GTE shall\nindemnify and hold QWEST harmless from any expense, legal action or\ncost, including reasonable attorneys' fees, resulting from GTE's\nexercise of its rights hereunder.  In the event of any refund, rebate,\nreduction or abatement to GTE of any such Imposition imposed upon\nand\/or paid by GTE, GTE shall be entitled to receive the entire\nbenefit of such refund, rebate, reduction or abatement attributable to\nGTE's use of the QWEST System.  In the event GTE has exhausted all its\nrights of appeal in protesting any Imposition and has failed to obtain\nthe relief sought in such proceedings or appeals (\"Finally Determined\nTaxes and Fees\"), GTE and QWEST may jointly agree (with the consent\nand participation of the other Interest Holders in the affected\nportion of the QWEST System) to relocate a portion of the QWEST System\nso as to bypass the jurisdiction which had imposed or assessed such\nFinally Determined Taxes and Fees with the total Costs thereof to be\nshared proportionately as follows:  (i) if the affected portion of the\nQWEST System includes any conduit other than the conduit in which the\nGTE Fibers are located, the total Costs of relocation of the conduits\n(i.e., relocation of the conduits only without regard to whether the\nconduits contain fibers) shall be allocated based on the overall\nnumber of conduits in the QWEST System which are relocated; and\n(ii) such Costs allocated to the conduit carrying the GTE Fibers plus\nthe Costs specifically associated with the relocation of the fiber\n(i.e., relocation of the fiber only without regard to relocation of\nconduit) to be further allocated to GTE based upon GTE's proportionate\nshare of (A) all Costs of fiber acquisitions, splicing and testing,\nprorated based on the total fiber count in the Cable, as so relocated;\nand (B) all other Costs associated with the relocation of the conduit\nhousing the affected Cable, prorated based upon the total number of\nInterest Holders in the affected Cable, as so relocated.  QWEST shall\ndeliver to GTE updated As-Builts with respect to the relocated QWEST\nSystem not later than sixty (60) days following the completion of such\nrelocation.  If GTE and QWEST do not determine to relocate the\naffected portion of the QWEST System, GTE shall have the right to\nterminate its use of the GTE Fibers in the affected portion of the\nQWEST System.  Such termination shall be effective on the date\nspecified by GTE in a notice of termination, which date shall be at\nleast ninety (90) days after the notice.  Upon such termination, the\nIRU in the affected portion of the QWEST System shall immediately\nterminate, and the GTE Fibers in the affected portion of the QWEST\nSystem shall thereupon revert to QWEST without reimbursement of any of\nthe IRU Fee or other payments previously made with respect thereto.\n15.7    Notwithstanding the provisions of Section 15.6, with\nrespect to any Impositions relating to the QWEST System which are\nimposed upon both QWEST and GTE (or both of their respective interests\ntherein), QWEST, at its option and at its own expense, shall have the\nright to direct and manage in good faith any such contest; subject,\nhowever, to reasonable and appropriate consultation with GTE which\nhereby agrees to reasonably cooperate with QWEST in any such contest.\nThe right of QWEST to contest any Imposition pursuant to this\n\n \nSection 15.7 shall be contingent upon reasonable and appropriate\nassurances that any such contest will not adversely affect the title,\nproperty or rights of GTE hereunder.\n15.8    QWEST and GTE agree to cooperate fully in the preparation\nof any returns or reports relating to the Impositions.  QWEST and GTE\nfurther acknowledge and agree that the provisions of this Article XV\nare intended to allocate the Impositions expected to be assessed\nagainst or imposed upon the parties with respect to the QWEST System\nbased upon the procedures and methods of computation by which\nImpositions generally have been assessed and imposed to date, and that\nmaterial changes in the procedures and methods of computation by which\nsuch assessments are assessed and imposed could significantly alter\nthe fundamental economic assumptions underlying the transactions\nhereunder to the parties.  Accordingly, the parties agree that, if in\nthe future the procedures or methods of computation by which\nImpositions are assessed or imposed against the parties change\nmaterially from the procedures or methods of computation by which they\nare imposed as of the date hereof, the parties will negotiate in good\nfaith an amendment to the provisions of this Article XV in order to\npreserve, to the extent reasonably possible, the economic intent and\neffect of this Article XV as of the date hereof.\nARTICLE XVI.\nNOTICE\n16.1    Unless otherwise provided herein, all notices and\ncommunications concerning this Agreement shall be addressed to the\nother party as follows:\nIf to QWEST:      QWEST Communications Corporation\nATTENTION:  President\n555 Seventeenth Street\nDenver, Colorado   80202\nTelephone No.:  (303) 291-1400\nFacsimile No.:   (303) 291-1724\n\nwith a copy to:        QWEST Communications Corporation\nATTENTION:  General Counsel\n555 Seventeenth Street\nDenver, Colorado  80202\nTelephone No.:  (303) 291-1400\nFacsimile No.: (303) 291-1724\n\nIf to GTE:     GTE  Intelligent Network Services\n                Incorporated\n             ATTENTION:  President\n                       600 Hidden Ridge\n                       P.O. Box 152092\n             Irving, Texas  75038\n             Telephone No.:\n             Facsimile No:\n\nwith a copy to:\n\n\n\nor at such other address as either party may designated from time to\ntime in writing to the other party.\n        16.2 Unless otherwise provided herein, notices shall be\nhand delivered, sent by registered or certified U.S. mail, postage\nprepaid, or by commercial overnight delivery service, or transmitted\nby facsimile, and shall be deemed served or delivered to the addressee\nor its office when received at the address for notice specified above\nwhen hand delivered, upon confirmation of sending when sent by fax, on\nthe day after being sent when sent by overnight delivery service, or\nthree (3) days after deposit in the mail when sent by U.S.  mail.\n        16.3 All invoices concerning payment obligations due to\nQWEST pursuant to this Agreement shall be addressed to GTE as follows:\n\nGTE Intelligent Network Services Incorporated\n                  600 Hidden Ridge\n                  P.O. Box 152092\n                  Irving, Texas  75038\n                  ATTENTION:  Accounts Payable\n\n\nwith a copy to:\n\n \n                            ARTICLE XVII.\n                           CONFIDENTIALITY\n        17.1 QWEST and GTE hereby agree that if either party\nprovides (or, prior to the execution hereof, has provided)\nconfidential or proprietary information to the other party\n(\"Proprietary Information\"), such Proprietary Information shall be\nheld in confidence, and the receiving party shall afford such\nProprietary Information the same care and protection as it affords\ngenerally to its own confidential and proprietary information (which\nin any case shall be not less than reasonable care) in order to avoid\ndisclosure to or unauthorized use by any third party.  The parties\nacknowledge and agree that this Agreement, including all of the terms,\nconditions and provisions hereof, and all drafts hereof, constitutes\nProprietary Information.  In addition, all information disclosed by\neither party to the other in connection with or pursuant to this\nAgreement, including prior to the date hereof, shall be deemed to be\nProprietary Information.  All Proprietary Information, unless\notherwise specified in writing, shall remain the property of the\ndisclosing party, shall be used by the receiving party only for the\nintended purpose, and such written Proprietary Information, including\nall copies thereof, shall be returned to the disclosing party or\ndestroyed after the receiving party's need for it has expired or upon\nthe request of the disclosing party.  Proprietary Information shall\nnot be reproduced except to the extent necessary to accomplish the\npurpose and intent of this Agreement, or as otherwise may be permitted\nin writing by the disclosing party.\n        17.2 The foregoing provisions of Section 17.1 shall not\napply to any Proprietary Information which (i) becomes publicly\navailable other than through the recipient; (ii) is required to be\ndisclosed by a governmental or judicial law, order, rule or\nregulation; (iii) is independently developed by the disclosing party;\n(iv) becomes available to the disclosing party without restriction\nfrom a third party; or (v) becomes relevant to the settlement of any\ndispute or enforcement of either party's rights under this Agreement\nin accordance with the provisions of this Agreement, in which case\nappropriate protective measures shall be taken to preserve the\nconfidentiality of such Proprietary Information as fully as possible\nwithin the confines of such settlement or enforcement process.  If any\nProprietary Information is required to be disclosed pursuant to the\nforegoing clause (ii), the party required to make such disclosure\nshall promptly inform the other party of the requirements of such\ndisclosure.\n        17.3 Notwithstanding Sections 17.1 and 17.2 of this\nArticle, either party may disclose Proprietary Information to its\nemployees, agents, and legal, financial, and accounting advisors and\nproviders (including its lenders and other financiers) to the extent\nnecessary or appropriate in connection with the negotiation and\/or\nperformance of this Agreement or its obtaining of financing, provided\nthat each such party is notified of the confidential and proprietary\nnature of such Proprietary Information and is subject to or agrees to\nbe bound by similar restrictions on its use and disclosure.\n        17.4 Notwithstanding the foregoing sections of this Article\n17, the parties may provide public statements concerning their\nparticipation in this Agreement that do not disclose Proprietary\nInformation of the other party.  Any news release, public\nannouncement, advertising or any form of publicity pertaining to this\nAgreement, provision of services pursuant to it, or association of the\nparties with respect to the subject of this Agreement shall be subject\nto prior written approval of both parties which approval shall not be\nunreasonably withheld.\n        17.5 The provisions of this Article XVII shall survive\nexpiration or termination of this Agreement.\n                           ARTICLE XVIII.\n                               DEFAULT\n        18.1 With respect to all payments required to be made by\nGTE hereunder, including, without limitation, payment of the IRU Fee\nand all other amounts payable by GTE hereunder, in the event GTE shall\nfail to make a payment by the date due and payable hereunder, from and\nafter such date, (i) such unpaid amount shall bear interest until paid\nat a rate equal to the rate set forth in Article XXX and (ii) if such\npayment is due with respect to a Segment on or prior to the Acceptance\nDate of such Segment, the Estimated Delivery Date for such Segment\nshall be extended by a number of days equal to the number of days that\nelapse from the date such payment is due until paid.  In the event any\namount or amounts due and payable hereunder remain unpaid for a period\nof eighty (80) days after written notice from QWEST to GTE, and the\namount thereof is not in bona fide dispute, then QWEST may, in its\n\n \nsole and absolute discretion and in addition to its other rights and\nremedies hereunder, after ten (10) days prior written notice to GTE\nand the failure of GTE to pay such amount within such ten-day period,\nterminate any and all of its obligations hereunder with respect to any\nSegment or Segments as to which the Acceptance Date has not yet\noccurred or the grant of the IRU with respect to which has not yet\nbecome effective, and to apply any and all amounts previously paid by\nGTE hereunder with respect to such Segment or Segments toward the\npayment of any other amounts then or thereafter payable by GTE\nhereunder.  With respect to all of its other obligations hereunder, in\nthe event GTE shall fail to perform a non-payment obligation and such\nfailure shall continue for a period of thirty (30) days after QWEST\nshall have given GTE written notice of such failure, GTE shall be in\ndefault hereunder unless GTE shall have cured such failure or such\nfailure is otherwise waived in writing by QWEST within such thirty\n(30) days; provided, however, that where such failure cannot\nreasonably be cured within such 30-day period, if GTE shall proceed\npromptly to cure the same and prosecute such cure with due diligence,\nthe time for curing such failure shall be extended for such period of\ntime as may be necessary to complete such cure; and provided further\nthat if GTE certifies in good faith to QWEST in writing that a non-payment\nfailure has been cured, such failure shall be deemed to be\ncured unless QWEST otherwise notifies GTE in writing within fifteen\n(15) days of receipt of such notice from GTE.  GTE shall be in default\nhereunder (i) automatically upon the making by GTE of a general\nassignment for the benefit of its creditors, the filing by GTE of a\nvoluntary petition in bankruptcy or the filing by GTE of any petition\nor answer seeking, consenting to, or acquiescing in reorganization,\narrangement, adjustment, composition, liquidation, dissolution, or\nsimilar relief; (ii) one hundred twenty (120) days after the filing of\nan involuntary petition in bankruptcy or other insolvency protection\nagainst GTE which is not dismissed within such one hundred twenty\n(120) days, or (iii) upon any default by GTE under the Guaranty, which\ndefault is not cured within the relevant cure period, if any, provided\nwith respect thereto under the Guaranty.  Except as otherwise provided\nin this Section 18.1, upon any default by GTE, after written notice\nthereof from QWEST, QWEST may (i) take such action as it determines,\nin its sole discretion, to be necessary to correct the default and,\nsubject to Section 13.1, recover from GTE its reasonable costs\nincurred in correcting such default, and (ii) pursue any legal\nremedies it may have under applicable law or principles of equity\nrelating to such default, including specific performance.\nNotwithstanding any other provision of this Agreement, QWEST\nacknowledges and agrees that QWEST shall have no right to terminate\nthe IRU or any of the rights and interests of GTE hereunder with\nrespect to any Segment for which the IRU Fee relating thereto has been\nfully paid.\n        18.2 (a)  With respect to its obligation to complete the\nconstruction, installation, and satisfactory Fiber Acceptance Testing\nof the GTE Fibers comprising a particular Segment by the Estimated\nDelivery Date with respect to such Segment pursuant to Section 3.2,\nthe parties acknowledge and agree that it is in their mutual best\ninterest to work together in a cooperative effort to determine whether\nand to what extent any event or occurrence that is reasonably likely\nto cause a delay in the delivery of a Segment hereunder, as a result\nof any force majeure event or other occurrence described in Article XX\nor otherwise, can be terminated, resolved or avoided, and to cause the\nconstruction, installation and delivery of the Segment to be completed\nin the most expeditious and practical manner feasible under the\ncircumstances.  Accordingly, within three (3) months following its\ndiscovery of an event or occurrence that QWEST reasonably believes is\nlikely to cause (i) an extension of the Estimated Delivery Date of one\nhundred twenty (120) days or more pursuant to Article XX or (ii) a\nDelivery Default (as defined pursuant to Section 18.2(d) below), QWEST\nshall give written notice to GTE of such event or occurrence.\nThereupon, each of QWEST and GTE (i) will designate a senior executive\nofficer with decision-making authority and familiarity with this\nAgreement and the relevant issue hereunder, and (ii) may designate one\ntechnical representative and one financial representative, to\nparticipate in the following resolution efforts.  Each of such\ndesignees shall participate in such meetings, promptly scheduled at\nmutually agreed upon times and places, as may be necessary or\nappropriate to discuss in good faith the status of construction of the\naffected Segment, the reason or reasons for the anticipated Estimated\nDelivery Date extension or Delivery Default, various possible and\npractical means by which the event(s) or occurrence(s) causing such\nanticipated Estimated Delivery Date extension or Delivery Default\n\n \nmight be terminated, avoided or resolved, including, without\nlimitation, possible modifications to the route, selection of right-of-way, or\nmanner of construction of the affected Segment, and\n(iii) use their best efforts to settle upon and implement a procedure\nby which such event(s) or occurrence(s) may be terminated, avoided or\nresolved and the construction, installation and delivery of the\naffected Segment completed in an expeditious and economically\npractical and feasible manner under the circumstances.  The parties\nacknowledge and agree that, because the QWEST System includes or will\ninclude other participants, including owners and holders of Dark Fiber\nIRUs and telecommunication system operations, such meetings may, and\nlikely will, involve designees and representatives of such other\nparticipants, and the resolution of any matters so acted upon will\nrequire the cooperative efforts of, and have to be structured, to the\nextent feasible, in an effort to meet the needs of all such\nparticipants.  The parties hereto further acknowledge and agree that\nno failure of the parties hereto to resolve, or to agree upon a manner\nin which they might resolve, any issue addressed hereunder shall\nimpair, adversely affect or invalidate any of their respective rights,\nclaims or remedies under this Agreement.\n   (b)  If, notwithstanding the efforts of the parties pursuant to\nSection 18.2(a):\n(i)     (A)  a force majeure event or occurrence described in\nArticle XX causing an anticipated Estimated Delivery Date extension\nhas not been terminated, avoided or resolved by the date that is\ntwelve (12) months following QWEST's discovery of such event or\noccurrence, and\n(B)     there is no \"Reasonably Apparent Probability\" (either\nas mutually determined by QWEST and GTE or, if QWEST and GTE are\nunable to make such a mutual determination, as determined by an\nindependent third party mutually selected by QWEST and GTE and\nfamiliar with large-scale fiberoptic system constructions projects or,\nif QWEST and GTE are unable to make such a mutual selection, each of\nQWEST and GTE shall designate such an independent third party, the two\nof which shall designate such an independent third party to make such\ndetermination) that the Acceptance Date with respect to any such\naffected Segment will occur within (1) twelve (12) months following\nthe Estimated Delivery Date (without extension for any delay pursuant\nto Article XX) with respect to any Segment designated as a \"priority\"\nSegment on Exhibit A-1, or (2) eighteen (18) months following the\nEstimated Delivery Date (without extension for any delay pursuant to\nArticle XX) with respect to any other Segment (such date with respect\nto each Segment being referred to as the \"Outside Force Majeure\nDate\"); or\n(ii)    notwithstanding a determination pursuant to the foregoing\nclause (i) that there was a Reasonably Apparent Probability that the\nAcceptance Date with respect to the affected Segment would occur by\nthe applicable Outside Force Majeure Date, nonetheless the event or\noccurrence described in Article XX causing such delay is continuing on\nsuch applicable Outside Force Majeure Date; or\n(iii)   notwithstanding such a determination that there was a\nReasonably Apparent Probability that the Acceptance Date with respect\nto the affected Segment would occur by the applicable Outside Force\nMajeure Date, nonetheless, on the applicable Outside Force Majeure\nDate, although the event or occurrence described in Article XX has\nbeen terminated, avoided or resolved and QWEST has resumed its\nconstruction, installation, splicing, and\/or testing efforts, QWEST is\nunable to demonstrate to GTE's reasonable satisfaction that the\nAcceptance Date for such Segment will occur, in all reasonable\nprobability, by the date that is six (6) months following such Outside\nForce Majeure Date, then, in any such event described in foregoing\nclauses (i), (ii), and (iii), GTE may elect, in its sole discretion,\nby written notice to QWEST, to delete such Segment from the System\nRoute otherwise to be delivered pursuant to this Agreement, and\nrecover from QWEST (1) the amount of the IRU Fee previously paid by\nGTE hereunder with respect to such Segment, plus (2) interest at the\nprime rate interest published by The Wall Street Journal as the base\nrate on corporate loans posted by a substantial percentage of the\nnation's largest banks on such date, plus (3) an amount equal to\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n of the IRU Fee for such Segment, as determined pursuant to\nSection 2.1 (with such aggregate amount payable to GTE promptly\nfollowing QWEST's receipt of such election notice or, at the election\nof GTE, offset against the unpaid amount of the IRU Fee payable\nhereunder with respect to any other Segment or Segments).  Upon any\nsuch election and payment (or offset),  neither party shall have any\n\n \nfurther rights or obligations with respect to such Segment hereunder.\n(c)     If, notwithstanding the efforts of the parties pursuant to\nSection 18.2(a):\n(i)     (A)  an event or occurrence causing an anticipated\nDelivery Default (as defined in Section 18.2(d) below) has not been\nterminated, avoided, resolved or waived by the date that is twelve\n(12) months following QWEST's discovery of such event or occurrence;\nand\n(B)     there is no Reasonably Apparent Probability that\nthe Acceptance Date with respect to any such affected Segment will\noccur within (x) twelve (12) months following the Estimated Delivery\nDate with respect to each Segment designated as a \"Priority\" Segment\non Exhibit A-1, or (y) eighteen (18) months following the Estimated\nDelivery Date with respect to any other Segment (such dates being\nreferred to collectively as the \"Outside Delivery Default Date\"); or\n(ii)    notwithstanding a determination pursuant to the foregoing\nclause (i) that there was a Reasonably Apparent Probability that the\nAcceptance Date with respect to the affected Segment would occur by\nthe applicable Outside Delivery Default Date, nonetheless, on the\napplicable Outside Delivery Default Date, the Acceptance Date for such\nSegment has not occurred; then, in any such event described in the\nforegoing clauses (i) and (ii), GTE may elect, in its sole discretion,\nby written notice to QWEST, to delete such Segment from the System\nRoute otherwise to be delivered pursuant to this Agreement, and\nrecover from QWEST (1) the amount of the IRU Fee previously paid by\nGTE hereunder with respect to such Segment, plus (2) interest thereon\nat the rate of interest applicable to late payments set forth in\nArticle XXX, plus (3) an amount equal to\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n of the IRU Fee for such Segment, as determined pursuant to\nSection 2.1, but without reduction of such IRU fee under\nSection 18.2(d) (with such aggregate amount payable to GTE promptly\nfollowing QWEST's receipt of such election notice or, at the election\nof GTE, offset against the unpaid amount of the IRU Fee payable\nhereunder with respect to any other Segment or Segments).  Upon any\nsuch election and payment (or offset), neither party shall have any\nfurther rights or obligations with respect to such Segment hereunder.\n(d)     In addition to the specific rights and remedies provided\npursuant to the foregoing paragraphs (b) and (c) in connection with\ndelays and anticipated delays in the delivery of Segments hereunder,\nQWEST shall be in default under this Agreement if the Acceptance Date\nwith respect to any Segment has not occurred within one hundred twenty\n(120) days after the Estimated Delivery Date (a \"Delivery Default\").\nFrom the date of any such Delivery Default, and until the Acceptance\nDate with respect to such Segment occurs, the IRU Fee with respect to\nsuch Segment, as determined or redetermined pursuant to Section 2.1\nhereof, shall be reduced by an amount equal to\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n% of such IRU Fee for each thirty (30) days (or a pro rata\npercentage of\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n% for any period of less than thirty (30) days) that elapse\nbetween such date of Delivery Default and the Acceptance Date.\n(e)     The rights and remedies set forth in the foregoing\nSections 18.2(c) and 18.2(d) shall be the sole remedies available to\nGTE with respect to any failure by QWEST to construct, install, and\nconduct satisfactory Fiber Acceptance Testing with respect to the GTE\nFibers comprising any Segment by the relevant Estimated Delivery Date\n(it being expressly acknowledged and agreed that the rights provided\nto GTE pursuant to Section 18.2(b) are provided only as an\naccommodation in the event of lengthy force majeure delays pursuant to\nArticle XX, and that the events described in Section 18.2(b) do not\nconstitute defaults hereunder).  With respect to all of QWEST's other\nobligations hereunder, in the event that QWEST shall fail to perform\nan obligation and such failure shall continue for a period of thirty\n(30) days after GTE shall have given QWEST written notice of such\nfailure, QWEST shall be in default hereunder unless QWEST shall have\ncured such failure or such failure is otherwise waived in writing by\nGTE within such thirty (30) days; provided however, that where such\nfailure cannot reasonably be cured within such 30-day period, if QWEST\nshall proceed promptly to cure the same and prosecute such cure with\ndue diligence, the time for curing such failure shall be extended for\nsuch period of time as may be necessary to complete such cure; and\nprovided further, that if QWEST certifies in good faith to GTE in\n\n \nwriting that failure has been cured, such failure shall be deemed to\nbe cured unless GTE otherwise notifies QWEST in writing within fifteen\n(15) days of receipt of such notice from QWEST.  QWEST shall be in\ndefault hereunder automatically upon the making by QWEST of a general\nassignment for the benefit of its creditors, the filing by QWEST of a\nvoluntary petition in bankruptcy or the filing by QWEST of any\npetition or answer seeking, consenting to, or acquiescing in\nreorganization, arrangement, adjustment, composition, liquidation,\ndissolution, or similar relief, or (ii) one hundred twenty (120) days\nafter the involuntary filing of a petition in bankruptcy or other\ninsolvency protection against QWEST which is not dismissed within such\n120-day period.  Except as otherwise provided in this Section 18.2,\nupon any default by QWEST, after notice thereof from GTE, GTE may\n(i) take such action as it determines, in its sole discretion, to be\nnecessary to correct the default, and, subject to Section 13.1,\nrecover from QWEST its reasonable costs in correcting such default,\nand (ii) pursue any legal remedies it may have under applicable law or\nprinciples of equity relating to such default including specific\nperformance.\n                            ARTICLE XIX.\n                             TERMINATION\n19.1    This Agreement automatically shall terminate with respect\nto a Segment upon the expiration or termination of the Term of the IRU\nrespecting such Segment pursuant to Article VI or Section 18.2 hereof.\n19.2    Upon the expiration or termination of this Agreement with\nrespect to a Segment, the IRU in such Segment shall immediately\nterminate and all rights of GTE to use the QWEST System, the GTE\nFibers, the Associated Property or any part thereof relating to such\nSegment, shall cease and QWEST shall owe GTE no additional duties or\nconsideration with respect to such Segment.  Promptly thereupon, GTE\nshall remove all of GTE's electronics, equipment, separate\nRegeneration Facilities (as provided pursuant to Section 7.2) and\nother associated GTE property from such Segment and any related QWEST\nfacilities at its sole cost under QWEST's supervision (which\nsupervision shall be without cost to GTE).\n19.3    Notwithstanding the foregoing, no termination or expiration\nof this Agreement shall affect the rights or obligations of any party\nhereto (i) with respect to any then existing defaults or the\nobligation to make any payment hereunder for services rendered prior\nto the date of termination or expiration or (ii) pursuant to\nArticle XII, Article XIII, Article XV or Article XVII herein, which\nshall survive the expiration or termination hereof.\n                             ARTICLE XX.\n                            FORCE MAJEURE\n20.1    Neither party shall be in default under this Agreement if\nand to the extent that any failure or delay in such party's\nperformance of one or more of its obligations hereunder is caused by\nany of the following conditions, and such party's performance of such\nobligation or obligations shall be excused and extended for and during\nthe period of any such delay:  act of God; fire; flood; fiber, Cable,\nor other material failures, shortages or unavailability or other delay\nin delivery not resulting from the responsible party's failure to\ntimely place orders therefor (it being expressly acknowledged that the\nCable that is being acquired for and installed in the QWEST System and\nthat will include the GTE Fibers must include higher fiber counts than\nthat necessary solely for the GTE Fibers in order to permit completion\nof the entire QWEST System); lack of or delay in transportation;\ngovernment codes, ordinances, laws, rules, regulations or restrictions\n(collectively, \"Regulations\"); war or civil disorder; strikes or other\nlabor disputes; failure of a third party to grant or recognize an\nUnderlying Right, or any other cause beyond the reasonable control of\nsuch party; provided that any delay caused by the failure of a third\nparty to grant an Underlying Right shall constitute a force majeure\ndelay hereunder only to the extent that such delay does not extend\nbeyond a period of six months (such that the Estimated Delivery Date\nwith respect to any Segment affected by such delay shall be extended\nonly up to a period of six months of any such delay, and shall not be\nfurther extended if such delay extends beyond a period of six months).\nThe party claiming relief under this Article shall notify the other in\nwriting of the existence of the event relied on and the cessation or\ntermination of said event.\n                             ARTICLE XXI\n                         DISPUTE RESOLUTION\n21.1    Except as provided in Sections 18.1 and 18.2, if the\nparties are unable to resolve any disagreement or dispute arising\nunder or related to this Agreement, including without limitation, the\nfailure to agree upon any item requiring a mutual agreement of the\n\n \nparties hereunder, they shall resolve the disagreement or dispute as\nfollows:\n(a)     Officers.  Either party may refer the matter to the\nChief Executive Officers or the Chief Operating Officers (the\n\"Officers\") of the parties by giving the other party written notice (a\n\"Notice\").  Within fifteen (15) days after delivery of a Notice, the\nOfficers of both parties shall meet at a mutually acceptable time and\nplace to exchange relevant information and to attempt to resolve the\ndispute.\n(b)     Negotiation.  If the matter has not been resolved\nwithin thirty (30) days after delivery of such Notice, or if the\nOfficers fail to meet within fifteen (15) days after delivery of such\nNotice, either party may initiate mediation and, if applicable,\narbitration in accordance with the procedure set forth in subsections\n(c) and (d) below.  All negotiations conducted by the Officers\npursuant to this clause are confidential and shall be treated as\ncompromise and settlement negotiations for purposes of the Federal\nRules of Evidence and State Rules of Evidence.\n(c)     Mediation.  In the event a dispute exists between the\nparties and the respective Officers are unable to resolve the dispute,\nthe parties agree to participate in a non-binding mediation procedure\nas follows:\n   (i) A mediator will be selected by having counsel for\n   each party agree on a single person to act as mediator.  The\n   parties' counsel as well as the Officers of each party and not\n   more than two other participants from each party will appear\n   before the mediator at a time and place determined by the\n   mediator, but not more than sixty (60) days after delivery of a\n   Notice.  The fees of the mediator and other costs of mediation\n   will be shared equally by the parties.\n   (ii)     Each party's counsel will have forty-five (45)\n   minutes to present a review of the issue and argument before the\n   mediator.  After each counsel's presentation, the other counsel\n   may present specific counter-arguments not to exceed ten (10)\n   minutes.  The 45-minute and 10-minute periods will be exclusive\n   of the time required to answer questions from the mediator or\n   attendees.\n   (iii)    After both presentations, the Officers may\n   ask questions of the other side.  At the conclusion of both\n   presentations and the question periods, the Officers and their\n   counsels will meet together to attempt to resolve the dispute.\n   The length of the meeting will be as agreed between the parties.\n   Either party may abandon the procedure at the end of the\n   presentations and question periods if they feel it is not\n   productive to go further.  The mediation procedure is not\n   binding on either party.\n   (iv)     The duties of the mediator are to be sure that\n   the above set-out time periods are adhered to and to ask\n   questions so as to clarify the issues and understandings of the\n   parties.  The mediator may also offer possible resolutions of\n   the issues but has no duty to do so.\n   (d)  Arbitration.  If the matter is not resolved after\napplying the mediation procedures set forth above, or if either party\nrefuses to take part in the mediation process, the parties hereby\nagree to submit all controversies, claims and matters of difference\nthat are unresolved to arbitration in Denver, Colorado, according to\nthe commercial rules and practices of the American Arbitration\nAssociation (\"AAA\") from time to time in force, and in accordance with\nthe following provisions of this subsection (d), and unless otherwise\nagreed by the parties and subject to the rights of the parties as\nprovided in Section 18.1 and Section 18.2 hereof (including the right\nnot to continue to perform under this Agreement), they shall continue\nto perform under this Agreement during arbitration.\n   (i) Arbitration discovery shall be conducted in\n   accordance with the Federal Rules of Civil Procedure, with any\n   disputes over the scope of discovery to be determined by the\n   arbitrators, it being intended that the arbitrators shall allow\n   limited, reasonable discovery prior to any hearing on the\n   merits.\n   (ii)     Arbitration hereunder shall be by three\n   independent and impartial arbitrators.  Each of the parties\n   shall appoint one arbitrator within thirty (30) days after\n   initiation of arbitration and the two arbitrators so appointed\n   shall select a third arbitrator within forty-five (45) days\n   after initiation of arbitration.  In the event that the parties\n   or the arbitrators fail to select arbitrators as required above,\n   the AAA shall select such arbitrators.\n\n \n   (iii)    The AAA shall have the authority to\n   disqualify any arbitrator who it determines not to be\n   independent and impartial.  The arbitrators shall be entitled to\n   a fee commensurate with their fees for professional services\n   requiring similar time and effort.\n   (iv)     The arbitrators shall conduct a hearing no later\n   than sixty (60) days after initiation of the matter to\n   arbitration, and a decision shall be rendered by the arbitrators\n   within thirty (30) days of the hearing.  At the hearing, the\n   parties shall present such evidence and witnesses as they may\n   choose, with or without counsel.  Adherence to formal rules of\n   evidence shall not be required but the arbitration panel shall\n   consider any evidence and testimony that it determines to be\n   relevant, in accordance with procedures that it determines to be\n   appropriate.  The arbitration determination shall be in writing\n   and shall specify the factual and legal bases for the\n   determination.  The arbitrators may award legal or equitable\n   relief, including but not limited to specific performance.\n   (v) The parties agree that this submission and\n   agreement to arbitrate shall be governed by and specifically\n   enforceable in accordance with the laws of the State of\n   Colorado.  Arbitration may proceed in the absence of any party\n   if prior written notice of the proceedings has been given to\n   such party.  The parties agree to abide by all decisions and\n   determinations rendered in such proceedings.  Such decisions and\n   determinations shall be final and binding on all parties.  All\n   decisions and determinations may be filed with the clerk of one\n   or more courts, state, federal or foreign having jurisdiction\n   over the party against whom it is rendered or its property, as a\n   basis of judgment.\n   (vi)     The arbitrators' fees and other costs of the\n   arbitration shall be borne by the party against whom the award\n   is rendered, except as the arbitration panel may otherwise\n   provide in its written opinion.\n                             ARTICLE XXII.\n                               WAIVER\n22.1    The failure of either party hereto to enforce any of the\nprovisions of this Agreement, or the waiver thereof in any instance,\nshall not be construed as a general waiver or relinquishment on its\npart of any such provision, but the same shall nevertheless be and\nremain in full force and effect.\n                           ARTICLE XXIII.\n                            GOVERNING LAW\n23.1    This Agreement shall be governed by and construed in\naccordance with the domestic laws of the State of Colorado, without\nreference to its choice of law principles.  Any litigation based\nhereon, or arising out of or in connection with a default by either\nparty in the performance of its obligations hereunder, shall be\nbrought and maintained exclusively in the courts of the State of\nColorado or in the United States District Court for the District of\nColorado, and each party hereby irrevocable submits to the\njurisdiction of such courts for the purpose of any such litigation and\nirrevocably agrees to be bound by any judgment rendered thereby in\nconnection with such litigation.\n                            ARTICLE XXIV.\n                        RULES OF CONSTRUCTION\n24.1    The captions or headings in this Agreement are strictly for\nconvenience and shall not be considered in interpreting this Agreement\nor as amplifying or limiting any of its content.  Words in this\nAgreement which import the singular connotation shall be interpreted\nas plural, and words which import the plural connotation shall be\ninterpreted as singular, as the identity of the parties or objects\nreferred to may require.\n24.2    Unless expressly defined herein, words having well known\ntechnical or trade meanings shall be so construed.  All listing of\nitems shall not be taken to be exclusive, but shall include other\nitems, whether similar or dissimilar to those listed, as the context\nreasonably requires.\n24.3    Except as set forth to the contrary herein, any right or\nremedy of GTE or QWEST shall be cumulative and without prejudice to\nany other right or remedy, whether contained herein or not.\n24.4    Except as expressly provided in Section 28.1, nothing in\nthis Agreement is intended to provide any legal rights to anyone not\nan executing party of this Agreement.\n24.5    This Agreement has been fully negotiated between and\njointly drafted by the parties.\n24.6    All actions, activities, consents, approvals and other\n\n \nundertakings of the parties in this Agreement shall be performed in a\nreasonable and timely manner, it being expressly acknowledged and\nunderstood that time is of the essence in the performance of\nobligations required to be performed by a date expressly specified\nherein.  Except as specifically set forth herein, for the purpose of\nthis Agreement the standards and practices of performance within the\ntelecommunications industry in the relevant market shall be the\nmeasure of a party's performance.\n                            ARTICLE XXV.\n                ASSIGNMENT AND TRANSFER RESTRICTIONS\n25.1    Except as provided below, QWEST shall not assign, encumber\nor otherwise transfer this Agreement or all or any portion of its\nrights or obligations hereunder to any other party without the prior\nwritten consent of GTE, which consent will not be unreasonably\nwithheld or delayed.  Notwithstanding the foregoing, QWEST shall have\nthe right, without GTE's consent, to (i) subcontract any of its\nconstruction or maintenance obligations hereunder, or (ii) assign or\notherwise transfer this Agreement in whole or in part (A) as\ncollateral to any institutional lender to QWEST (or institutional\nlender to any permitted transferee or assignee of QWEST) subject to\nthe prior rights and obligations of the parties hereunder, (B) to any\nparent, subsidiary or affiliate of QWEST, (C) to any person, firm or\ncorporation which shall control, be under the control of or be under\ncommon control with QWEST, or (D) any corporation or other entity into\nwhich QWEST may be merged or consolidated or which purchases all or\nsubstantially all of the stock or assets of QWEST, or (E) any\npartnership, joint venture or other business entity of which QWEST or\nany wholly owned subsidiary of QWEST HOLDING CORPORATION owns at least\n50 percent of the equity interests thereof and which cannot make major\ndecisions without the consent of QWEST (or subsidiary of QWEST HOLDING\nCORPORATION); provided that the assignee or transferee in any such\ncircumstance shall continue to be subject to all of the provisions of\nthis Agreement, including without limitation, this Section 25.1\n(except that any lender referred to in clause (A) above shall not\nincur any obligations under this Agreement nor shall it be restricted\nfrom exercising any right of enforcement or foreclosure with respect\nto any related security interest or lien, so long as the purchaser in\nforeclosure is subject to the provisions of this Agreement, including,\nwithout limitation, this Section 25.1); and provided further that\npromptly following any such assignment or transfer, QWEST shall give\nGTE written notice identifying the assignee or transferee.  In the\nevent of any permitted partial assignment of any rights hereunder,\nQWEST shall remain the sole point of contact with GTE.  No permitted\npartial or complete assignment shall release or discharge QWEST from\nits duties and obligations hereunder.\n25.2    Except as provided in this Section 25.2 and the following\nSection 25.3, GTE shall not assign, encumber or otherwise transfer\nthis Agreement or all or any of portion of its rights or obligations\nhereunder to any other party without the prior written consent of\nQWEST, which consent will not be unreasonably withheld or delayed.\nSubject to the provisions of Section 25.3 (which provision shall be\nbinding upon any permitted assignee or transferee hereunder), GTE\nshall have the right, without QWEST's consent, to assign or otherwise\ntransfer this Agreement in whole or in part (i) as collateral to any\ninstitutional lender to GTE (or institutional lender to any permitted\ntransferee or assignee of GTE) subject to the prior rights and\nobligations of the parties hereunder, (ii) to any parent, subsidiary\nor affiliate of GTE, (iii) to any person, firm or corporation which\nshall control, be under the control of or be under common control with\nGTE, or (iv) any other entity into which GTE may be merged or\nconsolidated or which purchases all or substantially all of the stock\nor assets of GTE or (v) any partnership, joint venture or other\nbusiness entity of which GTE or any wholly owned subsidiary of GTE\nowns at least 50 percent of the equity interests thereof and which\ncannot make major decisions without the consent of GTE (or subsidiary\nof GTE); provided that no assignment or other transfer under this\nclause (v) shall be permitted hereunder if its purpose or effect would\nconstitute, directly or indirectly, a Restricted Transaction (as\ndefined in Section 25.3) or otherwise violate the provisions of\nSection 25.3; provided that the assignee or transferee in any such\ncircumstance shall continue to be subject to all of the provisions of\nthis Agreement, including without limitation this Section 25.2 and the\nfollowing Section 25.3 (except that any lender referred to in\nclause (i) above shall not incur any obligations under this Agreement,\nnor shall it be restricted from exercising any right of enforcement or\nforeclosure with respect to any related security interest or lien, so\nlong as the purchaser in foreclosure is subject to the provisions of\n\n \nthis Agreement, including, without limitation, this Section 25.2 and\nthe following Section 25.3); and provided further that in any of\ncircumstances described in clauses (ii), (iii) or (iv) all of the\npayment obligations of GTE hereunder for the remainder of the Term\nshall be fully guaranteed by GTE or shall be paid in full as a\ncondition to such transfer or assignment; and provided further that\npromptly following any such assignment or transfer, GTE shall give\nQWEST written notice identifying the assignee or transferee.  In the\nevent of any permitted partial assignment of any rights hereunder, GTE\nshall remain the sole party and point of contact with QWEST hereunder.\nNo permitted partial or complete assignment shall release or discharge\nGTE from its duties and obligations hereunder.\n\n25.3 Notwithstanding the provisions of Article XI, except as expressly\npermitted in Section 25.2(i)-(v), inclusive, without the prior written\nconsent of QWEST, which consent may be withheld in QWEST's sole\ndiscretion, for a period of\n\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n\nfollowing the date that the\nlast Segment of the QWEST System is accepted by GTE:\n\n(a)  GTE shall not sell, assign, lease, grant an IRU\nwith respect to, exchange, encumber, or otherwise in any manner\ntransfer or make available in any manner to any third party the\nownership, right to use, use of, or access in any manner to, any of\nGTE's rights in the whole or discrete GTE Fibers which at the time of\nsuch transaction are Dark Fibers, or engage in substantive discussions\nor negotiations with respect thereto, or otherwise engage in a similar\ntransaction with respect to any GTE Fibers in a manner designed or\nintended to circumvent the foregoing limitations.\n\n(b)  GTE shall not sell, assign, lease, grant an IRU\nwith respect to, exchange, encumber, or otherwise in any manner\ntransfer or make available in any manner to a Capacity Reseller (as\ndefined below) any of GTE's rights in the whole or discrete GTE Fibers\nat a capacity in excess of OC-12, or engage in substantive discussions\nor negotiations with respect thereto, or otherwise engage in a similar\ntransaction with respect to any GTE Fibers in a manner designed or\nintended to circumvent the foregoing limitations.  As used in this\nsubparagraph, a Capacity Reseller is any person or entity which, in\nwhole or in part, seeks to obtain such capacity for the purpose of\nreselling or otherwise providing access thereto to third parties for\nprofit, whether or not such person or entity actually realizes a\nprofit as a result of such transaction.\n\n(c)  Each transaction prohibited in subparagraphs (a) or (b)\nof this Section 25.3 shall constitute a \"Restricted Transaction.\"\nExcept as provided in subparagraph (b) of this Section 25.3, nothing\ncontained herein shall restrict or prohibit GTE from creating\ntelecommunications capacity along or through the GTE Fibers by the\naddition of GTE's electronic and optronic equipment and selling or\notherwise permitting third parties to use such telecommunications\ncapacity.\n\n25.4    QWEST and GTE recognize that QWEST may desire to obtain\ntax-deferred exchange treatment pursuant to Section 1031 of the\nInternal Revenue Code, as amended, with respect to certain of the Dark\nFibers and Associated Property in which the IRUs are to be granted\nhereunder and which are used or held for use by QWEST in its business\nas of the date hereof (the \"Existing Properties\"), and GTE agrees to\nreasonably cooperate as provided herein in obtaining such treatment\n(at no cost or expense to GTE).  Accordingly, notwithstanding any\nprovision contained in this Agreement to the contrary, QWEST may, at\nits sole option, on or prior to the Acceptance Date for any relevant\nSegment, appoint a third party (the \"Intermediary\") as agent for QWEST\nwith respect to the transfer of the Existing Properties to GTE, and\nassign its rights under this Agreement (insofar as they relate to the\nExisting Properties) to such Intermediary.  If QWEST so elects to\nappoint an Intermediary, QWEST shall notify GTE, in writing, on or\nprior to the Acceptance Date with respect to the relevant Segment, and\nshall provide GTE with copies of all agreements between QWEST and the\nIntermediary.  If QWEST appoints an Intermediary, QWEST shall transfer\nthe Existing Properties or such portion thereof as designated by QWEST\nto the Intermediary, and GTE shall pay the IRU Fee with respect to the\n\n \nExisting Properties (as designated by QWEST) to the Intermediary;\nprovided that QWEST agrees that such transfer shall be expressly\nsubject to this Agreement, and that QWEST shall remain liable for\nperformance under this Agreement to the same extent as if it had not\nappointed an Intermediary; provided that in such event QWEST shall\nindemnify and hold harmless GTE from and against any and all loss,\ndamage, cost or expense suffered, sustained or incurred by GTE in\nconnection with any such cooperation and\/or payment of such IRU Fee to\nsuch Intermediary.\n25.5    This Agreement and each of the parties' respective rights\nand obligations under this Agreement, shall be binding upon and shall\ninure to the benefit of the parties hereto and each of their\nrespective permitted successors and assigns.\n                            ARTICLE XXVI.\n           REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS\n26.1    Each party represents and warrants that:\n(a)     it has the full right and authority to enter into, execute,\ndeliver and perform its obligations under this Agreement;\n(b)     this Agreement constitutes a legal, valid and binding\nobligation enforceable against such party in accordance with its\nterms, subject to bankruptcy, insolvency, creditors' rights and\ngeneral equitable principles; and\n(c)     its execution of and performance under this Agreement shall\nnot violate any applicable existing regulations, rules, statutes or\ncourt orders of any local, state or federal government agency, court\nor body.\n26.2    QWEST represents and warrants that the Segments of the\nQWEST System that it has heretofore constructed or will construct\npursuant hereto have been or shall be designed, engineered, installed,\nand constructed in compliance with the terms and provisions of this\nAgreement and in material compliance with any and all applicable\nbuilding, construction and safety codes for such construction and\ninstallation, as well as any and all other applicable governmental\nlaws, codes, ordinances, statutes and regulations.\n26.3    With respect to each of the Segments that has been\nconstructed prior to the date hereof, QWEST represents and warrants\nthat such Segment, when constructed, generally was constructed\nsubstantially in accordance with the specifications set forth in\nExhibit C hereto, and QWEST has no actual knowledge on the date hereof\nof any material deviation in the construction of such Segment from\nsuch specifications.  If, within twelve (12) months from the\nrespective Acceptance Date for each of the Segments referred to in\nthis Section 26.3 , there is an event or occurrence that is caused by\na material deviation in the construction or installation of any of\nsuch Segments from such specifications, and which has a material\nadverse affect on the operation or performance of the GTE Fibers in\nsuch Segment, then, promptly following receipt of written notice\nthereof from GTE, QWEST, at its sole cost and expense, shall undertake\nto repair the affected portion of such Segment to the relevant\nspecifications.\n26.4    QWEST represents and warrants that the Segments of the\nQWEST System that it constructs pursuant hereto shall be constructed\nin all material respects in accordance with the specifications set\nforth in Exhibit C hereto; provided that GTE's sole rights and\nremedies with respect to any failure to so construct shall be (i) to\ninspect the construction, installation and splicing, and participate\nin the acceptance testing, of the GTE Fibers incorporated in each such\nSegment, during the course and at the time of the relevant\nconstruction, installation and testing periods for each Segment, as\nprovided in Articles III and IV, (ii) if, during the course of such\nconstruction, installation and testing any material deviation from the\nspecifications set forth in Exhibit C is discovered, the construction\nor installation of the affected portion of the Segment shall be\nrepaired to such specification by QWEST at QWEST's sole cost and\nexpense, and (iii) if, at any time prior to the date that is twelve\n(12) months after the Acceptance Date, GTE shall notify QWEST in\nwriting of its discovery of a material deviation from the\nspecifications set forth in Exhibit C with respect to any such Segment\n(which notice shall be given within thirty (30) days of such\ndiscovery) the construction or installation of the affected portion of\nsuch Segment shall be repaired to such specification by QWEST at\nQWEST's sole cost and expense.  For purposes hereof, \"material\ndeviation\" means a deviation which is reasonably likely to have a\nmaterial adverse affect on the operation or performance of the GTE\nFibers affected thereby.\n26.5    EXCEPT AS SET FORTH IN THE FOREGOING PARAGRAPHS 26.2, 26.3\nAND 26.4, AND EXCEPT AS MAY BE SET FORTH SPECIFICALLY AND EXPRESSLY\n\n \nELSEWHERE IN THIS AGREEMENT, QWEST MAKES NO WARRANTY, EXPRESS OR\nIMPLIED, WITH RESPECT TO THE GTE FIBERS OR THE SEGMENTS DELIVERABLE\nHEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR\nPARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY\nDISCLAIMED.\n26.7    The parties acknowledge and agree that on and after the\nrelevant Acceptance Date GTE's sole rights and remedies with respect\nto any defect in or failure of the GTE Fibers to perform in accordance\nwith the applicable vendor's or manufacturer's specifications with\nrespect to the GTE Fibers shall be limited to the particular vendor's\nor manufacturer's warranty with respect thereto, which warranty, to\nthe extent permitted by the terms thereof, shall be assigned to GTE\nupon its request.  In the event any maintenance or repairs to the\nQWEST System are required as a result of a breach of any warranty made\nby any manufacturers, contractors or vendors, unless GTE shall elect\nto pursue such remedies itself, QWEST shall pursue all remedies\nagainst such manufacturers, contractors or vendors on behalf of GTE,\nand QWEST shall reimburse GTE's costs for any maintenance GTE has\nincurred as a result of any such breach of warranty to the extent the\nmanufacturer, contractor or vendor has paid such costs.\n26.8    QWEST and GTE acknowledge and agree:\n(a)     that each grant of the IRU in the GTE Fibers and Associated\nProperty for a Segment hereunder (each herein called a \"Grant\") will\nbe treated by each of them, vis-a-vis the other, as of and after the\nrelevant effective date thereof as described in Section 6.1, an\nexecuted grant to GTE of an interest in real property with respect to\nsuch Segment; and\n(b)     that, from and after the effective date of a Grant with\nrespect to a Segment, no material obligation of either QWEST or GTE\nwill remain to be performed with respect to such Grant or Segment; and\n(c)     that, with respect to each such Grant, this Agreement is\nnot intended as an executory contract or unexpired lease subject to\nassumption, rejection, or assignment by the trustee in bankruptcy of\nany party to this Agreement, including, without limitation,\nassumption, rejection, or assignment under Bankruptcy Code\nSection 365.\n                           ARTICLE XXVII.\n                     ENTIRE AGREEMENT; AMENDMENT\n27.1    This Agreement, together with any Confidentiality Agreement\nentered into in connection herewith constitutes the entire and final\nagreement and understanding between the parties with respect to the\nsubject matter hereof and supersedes all prior agreements relating to\nthe subject matter hereof, which are of no further force or effect.\nThe Exhibits referred to herein are integral parts hereof and are\nhereby made a part of this Agreement.  To the extent that any of the\nprovisions of any Exhibit hereto are inconsistent with the express\nterms of this Agreement, the terms of this Agreement shall prevail.\nThis Agreement may only be modified or supplemented by an instrument\nin writing executed by a duly authorized representative of each party\nand delivered to the party relying on the writing.\n                           ARTICLE XXVIII.\n                        NO PERSONAL LIABILITY\n28.1    Each action or claim against any party arising under or\nrelating to this Agreement shall be made only against such party as a\ncorporation, and any liability relating thereto shall be enforceable\nonly against the corporate assets of such party.  No party shall seek\nto pierce the corporate veil or otherwise seek to impose any liability\nrelating to, or arising from, this Agreement against any shareholder,\nemployee, officer or director of the other party.  Each of such\npersons is an intended beneficiary of the mutual promises set forth in\nthis Article and shall be entitled to enforce the obligations of this\nArticle.\n                            ARTICLE XXIX.\n                     RELATIONSHIP OF THE PARTIES\n29.1    The relationship between GTE and QWEST shall not be that of\npartners, agents, or joint venturers for one another, and nothing\ncontained in this Agreement shall be deemed to constitute a\npartnership or agency agreement between them for any purposes,\nincluding, but not limited to federal income tax purposes.  GTE and\nQWEST, in performing any of their obligations hereunder, shall be\nindependent contractors or independent parties and shall discharge\ntheir contractual obligations at their own risk subject, however, to\nthe terms and conditions hereof.\n                            ARTICLE XXX.\n                            LATE PAYMENTS\n30.1    In the event a party shall fail to make any payment under\nthis Agreement when due, such amounts shall accrue interest, from the\n\n \ndate such payment is due until paid, including accrued interest\ncompounded monthly, at an annual rate equal to\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n of the prime rate of interest published by The Wall Street\nJournal as the base rate on corporate loans posted by a substantial\npercentage of the nation's largest banks on the date any such payment\nis due or, if lower, the highest percentage allowed by law.\n                            ARTICLE XXXI.\n                            SEVERABILITY\n31.1    If any term, covenant or condition contained herein shall,\nto any extent, be invalid or unenforceable in any respect under the\nlaws governing this Agreement, the remainder of this Agreement shall\nnot be affected thereby, and each term, covenant or condition of this\nAgreement shall be valid and enforceable to the fullest extent\npermitted by law.\n                           ARTICLE XXXII.\n                            COUNTERPARTS\n32.1    This Agreement may be executed in one or more counterparts, all\nof which taken together shall constitute one and the same instrument.\n\n                           ARTICLE XXXIII.\n                         CERTAIN DEFINITIONS\n33.1    The following terms shall have the stated definitions in\nthis Agreement.\n(a)     \"Cable\" means the fiberoptic cable and the fibers contained\ntherein, and associated splicing connections, splice boxes, and vaults\nto be installed by QWEST as part of the QWEST System.\n(b)     \"Costs\" means actual, direct costs paid or payable in\naccordance with the established accounting procedures generally used\nby QWEST and which it utilizes in billing third parties for\nreimbursable projects which costs shall include, without limitation,\nthe following:  (i) internal labor costs, including wages and\nsalaries, and benefits and overhead allocable to such labor costs\n(with the overhead allocation percentage equal to\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR\nCONFIDENTIAL TREATMENT##\n), and (ii) other direct costs and out-of-pocket expenses on a\npass-through basis (e.g., equipment, materials, supplies, contract\nservices, etc.).\n(c)     \"Dark Fiber\" means fiber provided without electronics or\noptronics, and which is not \"lit\" or activated; provided that such\nfiber may be used in any manner and for any purpose permitted under\nArticle XI.\n(d)     \"Estimated Delivery Date\" means, with respect to each\nSegment of the QWEST System to be delivered hereunder, the date set\nforth in Exhibit A hereto with respect to such Segment, as any such\ndate may be extended for and during (A) the period of any delay\ndescribed in Article XX and\/or (B) the period of any payment default\npursuant to Section 18.1 with respect to any Segment and\/or (C) the\naggregate number of days of the GTE Review Period or Periods (in the\nevent of multiple remedy attempts) under Section 4.2 with respect to\nsuch Segment.\n(e)     \"Impositions\" means all taxes, fees, levies, imposts,\nduties, charges or withholdings of any nature (including, without\nlimitation, gross receipts taxes and franchise, license and permit\nfees), together with any penalties, fines or interest thereon (except\nfor penalties or interest imposed as a direct result of acts or\nfailures to act on the part of QWEST) arising out of the transactions\ncontemplated by this Agreement and\/or imposed upon the QWEST System by\nany federal, state or local government or other public taxing\nauthority.\n(f)     \"Indefeasible Right of Use\" or \"IRU\" means (i) an\nexclusive, indefeasible right of use, for the purposes described\nherein, in the GTE Fibers, as granted in Article II, and (ii) an\nassociated non-exclusive, indefeasible right of use, for the purposes\ndescribed herein, in the Associated Property; provided that the IRUs\ngranted hereunder do not provide GTE with any ownership interest in or\nother rights to physical access to, control of, modification of,\nencumbrance in any manner of, or other use of the QWEST System except\nas expressly set forth herein.\n(g)     This item left blank intentionally.\n(h)     \"POP\" means the GTE point of presence at locations along\nthe QWEST System route.\n(i)     \"PSWP\" means Planned System Work Period, which is a\nprearranged period of time reserved for performing certain work on the\nQWEST System that may potentially impact traffic.  Generally, this\n\n \nwill be restricted to weekends, avoiding the first and last weekend of\neach month and high-traffic weekends.  The PSWP shall be agreed upon\npursuant to Exhibit H.\n(j)     \"QWEST System\" shall have the meaning ascribed thereto in\nRecital A.\n(k)     When used herein in connection with a covenant of a party\nto this Agreement \"best efforts\" shall not obligate such party, unless\notherwise specifically required by the operative covenant, to make\nunreimbursed expenditures (other than costs or expenditures that would\nhave been required of such party in the absence of the requirements of\nsuch covenant) that are material in amount, in light of the\ncircumstances to which the requirement to use best efforts applies.\n\n \nIn confirmation of their consent and agreement to the terms and\nconditions contained in this IRU Agreement and intending to be legally\nbound hereby, the parties have executed this IRU Agreement as of the\ndate first above written.\n\"QWEST\":\nQWEST COMMUNICATIONS CORPORATION, a\nDelaware corporation\n\n\nBy:\/s\/___________________________________________________\nName:\nTitle:\n\n\n\"GTE\":\n\nGTE INTELLIGENT NETWORK SERVICES INCORPORATED, a\nDelaware corporation\n\n\nBy:___\/s\/_________________________________________________\nName:\nTitle:\n\nEXHIBIT A\n\nQWEST System Description\n\n\n\nEXHIBIT A-1: QWEST System Description and Delivery Dates\n                          GTE - Exhibit A-1\n                System Description and Delivery Dates\n\n \n<\/pre>\n<table>\n<caption>\n<p>                                                          ESTIMATED           ESTIMATED<br \/>\nSEGMENT                                                 SYSTEM ROUTE          DELIVERY<br \/>\n  NO.   SEGMENT                                            MILES                DATE<br \/>\n<s>                                                     <c>                <c><\/p>\n<p>  1A    Chicago &#8211; Detroit                                     305              1\/31\/98<br \/>\n  1B    Detroit &#8211; Cleveland                                   165              2\/15\/98<br \/>\n  1C    Cleveland &#8211; Pittsburgh                                162               3\/1\/98<br \/>\n  1D    Pittsburgh &#8211; Philadelphia                             356              3\/31\/98<br \/>\n  1E    Philadelphia &#8211; Washington, D.C.                       138              4\/30\/98<br \/>\n        Chicago &#8211; Detroit &#8211; Cleveland &#8211;<br \/>\n  1     Washington DC                       Total           1,126              4\/30\/98<\/p>\n<p>  2A    Cleveland &#8211; Columbus                                  133             10\/31\/97<br \/>\n  2B    Columbus &#8211; Cincinnati                                 125             10\/31\/97<br \/>\n  2     Cleveland &#8211; Columbus                Total             258             10\/31\/97<\/p>\n<p>  3     Cincinnati &#8211; Louisville                               107              7\/30\/98<\/p>\n<p>  4     Indianapolis &#8211; Chicago                                215             12\/31\/97<\/p>\n<p>  5     Indianapolis &#8211; St. Louis                              248             10\/31\/97<\/p>\n<p>  6     St. Louis &#8211; Kansas City                               297             10\/31\/97<\/p>\n<p>  7     Kansas City &#8211; Topeka                                   75             10\/31\/97<\/p>\n<p>  8     Denver &#8211; Topeka                                       565             10\/31\/97<\/p>\n<p>  9A    Denver &#8211; Grand Junction                               271             10\/31\/97<br \/>\n  9B    Grand Junction &#8211; Salt Lake City                       295             10\/31\/97<br \/>\n  9     Denver &#8211; Salt Lake                  Total             566             10\/31\/97<\/p>\n<p> 10A    Salt Lake City &#8211; Reno                                 575             10\/31\/97<br \/>\n 10B    Reno &#8211; Roseville                                      136             10\/31\/97<br \/>\n  10    Salt Lake &#8211; Roseville               Total             711             10\/31\/97<\/p>\n<p> 11A    Roseville &#8211; Oakland                                   111             10\/31\/97<br \/>\n 11B    Oakland &#8211; San Jose                                     43             10\/31\/97<br \/>\n 11     Roseville &#8211; San Jose                Total             154             10\/31\/97<\/p>\n<p> 12A    San Jose &#8211; Salinas                                     71             10\/31\/97<br \/>\n 12B    Salinas &#8211; San Luis Obispo                             132             10\/31\/97<br \/>\n 12C    San Luis Obispo &#8211; Santa Barbara                       119             10\/31\/97<br \/>\n 12D    Santa Barbara &#8211; Los Angeles                           107             10\/31\/97<br \/>\n 12     San Jose &#8211; Los Angeles              Total             429             10\/31\/97<\/p>\n<p> 13A    Los Angeles &#8211; Anaheim                                  32             10\/31\/97<br \/>\n 13B    Anaheim &#8211; San Diego                                   132             10\/31\/97<br \/>\n 13C    San Diego &#8211; Yuma                                      235             12\/31\/97<br \/>\n 13D    Yuma &#8211; Phoenix                                        187              1\/31\/98<br \/>\n 13     LA &#8211; San Diego &#8211; Phoenix            Total             586              1\/31\/98<\/p>\n<p> 14A    Phoenix &#8211; Tucson                                      123              2\/29\/98<br \/>\n 14B    Tucson &#8211; El Paso                                      310              3\/31\/98<br \/>\n 14     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 \/>\n 15B    San Antonio &#8211; Austin                                   85              1\/31\/98<br \/>\n 15C    Austin &#8211; Houston                                      221             12\/31\/97<br \/>\n 15     El Paso &#8211; San Antonio &#8211; Houston     Total             892              5\/31\/98<\/p>\n<p> 16     Houston &#8211; Dallas                                      269             10\/31\/97<\/p>\n<p> 17A    Dallas &#8211; Oklahoma City                                264              1\/31\/98<br \/>\n 17B    Oklahoma City &#8211; Tulsa                                 119              1\/31\/98<br \/>\n 17C    Tulsa &#8211; Kansas City                                   256              1\/31\/98<br \/>\n 17     Dallas &#8211; Kansas City                Total             639              1\/31\/98<\/p>\n<p> 18     Cincinnati &#8211; Indianapolis                             117             10\/31\/97<\/p>\n<p> 19A    Louisville &#8211; Nashville                                189              9\/30\/98<br \/>\n 19B    Nashville &#8211; Chattanooga                               147             10\/31\/98<br \/>\n 19C    Chattanooga &#8211; Atlanta                                 137             10\/31\/98<br \/>\n 19     Louisville &#8211; Nashville &#8211; Atlanta    Total             473             10\/31\/98<\/p>\n<p> 20A    Atlanta &#8211; Charlotte                                   261             10\/31\/98<br \/>\n 20B    Charlotte &#8211; Raleigh                                   174              8\/31\/98<br \/>\n 20C    Raleigh &#8211; Richmond                                    301             10\/31\/98<br \/>\n 20D    Richmond &#8211; Washington D.C.                            110             10\/31\/98<br \/>\n 20     Atlanta &#8211; Raleigh &#8211; Washington      Total             846             10\/31\/98<\/p>\n<p> 21A    Chicago &#8211; Milwaukee                                    84             10\/31\/98<br \/>\n 21B    Milwaukee &#8211; Green Bay                                 118             10\/31\/98<br \/>\n 21C    Green Bay &#8211; Minneapolis                               295             10\/31\/98<br \/>\n 21D    Minneapolis &#8211; Des Moines                              281             10\/31\/98<br \/>\n 21     Chicago &#8211; Des Moines                Total             778             10\/31\/98<\/p>\n<p> 22C    Des Moines &#8211; Omaha                                    140             10\/31\/98<\/p>\n<p><\/c><\/c><\/s><\/caption>\n<\/table>\n<table>\n<caption>\n <s>    <c>                                 <c>               <c>          <c> <\/p>\n<p> 22D    Omaha &#8211; Topeka                                        224             10\/31\/98<br \/>\n 22     Des Moines &#8211; Topeka                 Total             364             10\/31\/98<\/p>\n<p> 23     Denver &#8211; El Paso                    Total             746              3\/31\/98<\/p>\n<p> 24A    Roseville &#8211; Chico                                      98              1\/31\/98<br \/>\n 24B    Chico &#8211; Redding                                        75              1\/31\/98<br \/>\n 24C    Redding &#8211; Medford                                     177              1\/31\/98<br \/>\n 24D    Medford &#8211; Eugene                                      206              1\/31\/98<br \/>\n 24E    Eugene &#8211; Portland                                     123              1\/31\/98<br \/>\n 24     Roseville &#8211; Portland                Total             679              1\/31\/98<\/p>\n<p> 25     Portland &#8211; Seattle                                    182              1\/31\/98<\/p>\n<p> 27     San Jose &#8211; San Francisco                               56             10\/31\/97<\/p>\n<p> 28A    Boston &#8211; Albany                                       208             12\/31\/97<br \/>\n 28B    Albany &#8211; Buffalo                                      298             12\/31\/97<br \/>\n 28C    Buffalo &#8211; Cleveland                                   197             12\/31\/97<br \/>\n 28     Boston &#8211; Cleveland                  Total             703             12\/31\/97<\/p>\n<p> 29     Albany &#8211; New York City                                157              5\/31\/98<br \/>\n 30     New York City &#8211; Philadelphia                           95              5\/31\/98<br \/>\n        Total                                              12,766             10\/31\/98<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>EXHIBIT A-2: General Route Map<\/p>\n<p>[MAP APPEARS HERE]<\/p>\n<p>EXHIBIT A-3: Detailed Route Maps<\/p>\n<p>[MAPS APPEAR HERE]<\/p>\n<p>## 168 PAGES OF MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT ##     <\/p>\n<p>EXHIBIT A-4: Designated End Point and Intermediate Point<br \/>\n             Cities<br \/>\n                                                            Exhibit A-4<\/p>\n<p>               DESIGNATED ENDPOINT and INTERMEDIATE CITIES<\/p>\n<table>\n<caption>\n<p>CITY                                              ST  LATA LATA NAME<br \/>\n<s>                                               <c><\/p>\n<p>Base Phoenix                                      AZ  666  PHOENIX<br \/>\n     Tucson                                       AZ  668  TUCSON<br \/>\n     Yuma                                         AZ  666  PHOENIX<br \/>\n     Anaheim                                      CA  730  LOS ANGELES<br \/>\n     Chico                                        CA  724  CHICO<br \/>\n     Los Angeles                                  CA  730  LOS ANGELES<br \/>\n     Oakland                                      CA  722  SAN FRANCISCO<br \/>\n     Redding                                      CA  724  CHICO<br \/>\n     Roseville                                    CA  726  SACRAMENTO<br \/>\n     Sacramento                                   CA  726  SACRAMENTO<br \/>\n     Salinas                                      CA  736  MONTEREY<br \/>\n     San Diego                                    CA  732  SAN DIEGO<br \/>\n     San Francisco                                CA  722  SAN FRANCISCO<br \/>\n     San Jose                                     CA  722  SAN FRANCISCO<br \/>\n     San Luis Obispo                              CA  740  SAN LUIS OBISPO<br \/>\n     Santa Barbara                                CA  730  LOS ANGELES<br \/>\n     Colorado Springs                             CO  658  COLORADO SPR.<br \/>\n     Denver                                       CO  656  DENVER<br \/>\n     Grand Junction                               CO  656  DENVER<br \/>\n     Pueblo                                       CO  658  COLORADO SPR.<br \/>\n     Washington                                   DC  236  WASH DC<br \/>\n     Atlanta                                      GA  438  ATLANTA<br \/>\n     Des Moines                                   IA  632  DES MOINES<br \/>\n     Chicago                                      IL  358  CHICAGO<br \/>\n     Indianapolis                                 IN  336  INDIANAPOLIS<br \/>\n     South Bend                                   IN  332  SOUTH BEND<br \/>\n     Topeka                                       KS  534  TOPEKA<br \/>\n     Bowling Green                                KY  464  OWENSBORO<br \/>\n     Louisville                                   KY  462  LOUISVILLE<br \/>\n     Boston                                       MA  128  EAST MASS<br \/>\n     Baltimore                                    MD  238  BALTIMORE<br \/>\n     Battle Creek                                 MI  348  GRAND RAPIDS<br \/>\n     Detroit                                      MI  340  DETROIT<br \/>\n     Minneapolis                                  MN  628  MINNEAPOLIS<br \/>\n     Owatonna                                     MN  620  ROCHESTER<br \/>\n     Kansas City                                  MO  524  KANSAS CITY<br \/>\n     St. Louis                                    MO  520  ST.LOUIS<br \/>\n     Charlotte                                    NC  422  CHARLOTTE<br \/>\n     Greensboro                                   NC  424  GREENSBORO<br \/>\n     Raleigh                                      NC  426  RALEIGH<br \/>\n     Rocky Mount                                  NC  951  ROCKY MOUNT<br \/>\n     Lincoln                                      NE  958  LINCOLN<br \/>\n     Omaha                                        NE  644  OMAHA<br \/>\n     Newark                                       NJ  224  NORTH JERSEY<br \/>\n     Trenton                                      NJ  222  DELAWARE VALLEY<br \/>\n     Albuquerque                                  NM  664  NEW MEXICO<br \/>\n     Santa Fe                                     NM  664  NEW MEXICO<br \/>\n     Reno                                         NV  720  RENO<br \/>\n     Albany                                       NY  134  ALBANY<br \/>\n     Buffalo                                      NY  140  BUFFALO<br \/>\n     New York                                     NY  132  NEW YORK METRO<br \/>\n     Poughkeepsie                                 NY  133  POUGHKEEPSIE<br \/>\n     Rochester                                    NY  974  ROCHESTER<br \/>\n     Syracuse                                     NY  136  SYRACUSE<br \/>\n     Utica                                        NY  136  SYRACUSE<br \/>\n     White Plains                                 NY  132  NEW YORK METRO<br \/>\n     Akron                                        OH  325  AKRON<br \/>\n     Cincinnati                                   OH  922  CINCINNATI<br \/>\n     Cleveland                                    OH  320  CLEVELAND<br \/>\n     Columbus                                     OH  324  COLUMBUS<br \/>\n     Dayton                                       OH  328  DAYTON<br \/>\n     Toledo                                       OH  326  TOLEDO<br \/>\n     Youngstown                                   OH  322  YOUNGSTOWN<br \/>\n     Oklahoma City                                OK  536  OKLAHOMA CITY<br \/>\n     Tulsa                                        OK  538  TULSA<br \/>\n     Eugene                                       OR  670  EUGENE<br \/>\n     Medford                                      OR  670  EUGENE<br \/>\n     Portland                                     OR  672  PORTLAND<br \/>\n     Salem                                        OR  672  PORTLAND<br \/>\n     Harrisburg                                   PA  226  CAPITOL,PA<br \/>\n     Philadelphia                                 PA  228  PHILADELPHIA<br \/>\n     Pittsburgh                                   PA  234  PITTSBURGH<br \/>\n     Greenville                                   SC  430  GREENVILLE<br \/>\n     Chattanooga                                  TN  472  CHATTANOOGA<br \/>\n     Nashville                                    TN  470  NASHVILLE<br \/>\n     Austin                                       TX  558  AUSTIN<br \/>\n     Bryan                                        TX  570  HEARNE<br \/>\n     Dallas                                       TX  552  DALLAS<br \/>\n     El Paso                                      TX  540  EL PASO<br \/>\n     Ft. Worth                                    TX  552  DALLAS<br \/>\n     Houston                                      TX  560  HOUSTON<br \/>\n     Mexia                                        TX  556  WACO<br \/>\n     San Antonio                                  TX  566  SAN ANTONIO<br \/>\n     Provo                                        UT  660  UTAH<br \/>\n     Salt Lake City                               UT  660  SALT LAKE CITY<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>     Fredericksburg                               VA  246  CULPEPER<br \/>\n     Portsmouth                                   VA  252  NORFOLK<br \/>\n     Richmond                                     VA  248  RICHMOND<br \/>\n     Seattle                                      WA  674  SEATTLE<br \/>\n     Eau Claire                                   WI  352  NORTHWEST WI<br \/>\n     Green Bay                                    WI  350  NORTHEAST WI<br \/>\n     Milwaukee                                    WI  356  SOUTHEAST WI<\/p>\n<p>                              EXHIBIT B<\/p>\n<p>                      IRU Fee Payment Schedule<\/p>\n<p>1.  The IRU fee for each Segment shall be paid in accordance with the<br \/>\n  following schedule:<br \/>\n  i)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon execution of the IRU Agreement.<br \/>\n       ii)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon commencement of the construction of a Segment.<br \/>\n       iii)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon completion of conduit installation of such Segment.<br \/>\n       iv)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon completion of fiber cable placement in such Segment.<br \/>\n       v)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon completion of fiber splicing and completion of civil<br \/>\n       construction in such Segment.<br \/>\n       vi)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % on the Acceptance Date for such Segment.<br \/>\n       2.    The IRU fee for Segment 23 shall be paid in accordance with the<br \/>\n        following schedule:<br \/>\n  i)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon execution of the IRU agreement.<br \/>\n       ii)<br \/>\n       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon the Acceptance Date for the first 12 Dark Fibers delivered<br \/>\n       in accordance with Exhibit A.<br \/>\n       iii)<br \/>\n        ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n       % upon the Acceptance Date for the second 12 Dark Fibers<br \/>\n       delivered in accordance with Exhibit A.<br \/>\n       3.    For purposes of determining the occurrence of the construction<br \/>\n       milestones triggering payment obligations hereunder, the<br \/>\n       following shall apply:<br \/>\n  i)    Commencement of construction of a Segment shall mean<br \/>\n       the establishment of a field office followed promptly by<br \/>\n       mobilization of either in-house crews or the subcontract of<br \/>\n       a construction manager.<br \/>\n       ii)   Completion of conduit installation shall mean the<br \/>\n       completion of installation of the conduit system for the<br \/>\n       Segment, with handholds and manholes, ready for Cable<br \/>\n       pulling.<br \/>\n       C.    Completion of fiber cable placement shall mean the<br \/>\n       fiber cable is either pulled into the conduit or completely<br \/>\n       installed in aerial installation, but without splicing. In<br \/>\n       the event of aerial construction, the IRU Fee installment<br \/>\n       otherwise due upon completion of conduit installation shall<br \/>\n       be due and payable at the same time as the installment due<br \/>\n       upon completion of fiber cable placement.<br \/>\n       D.    Completion of fiber splicing and civil construction<br \/>\n       shall mean all fibers are spliced and ready for testing and<br \/>\n       civil facilities are ready for the customer to occupy and<\/p>\n<p>       install their equipment.<br \/>\n       E.    Acceptance Date shall have the meaning established in<br \/>\n       the IRU Agreement.<br \/>\n       IV.   The IRU Fee shall be calculated at the rate of $<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  per mile.<br \/>\n  V.    Upon execution of the IRU Agreement, GTE shall pay QWEST an<br \/>\n  amount equal to the sum of all payments due pursuant to Section 1<br \/>\n  clauses (ii), (iii), (iv), (v), and (vi) of this Exhibit B for<br \/>\n  each Segment for which construction has commenced.<\/p>\n<p>                             EXHIBIT C<\/p>\n<p>                    Construction Specifications<\/p>\n<p>  1.0   General.<\/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<br \/>\n     standards contained in this document or the standards of the<br \/>\n     federal, state, local or private agency having jurisdiction,<br \/>\n     whichever is stricter, shall be followed.<\/p>\n<p>  2.0   Material.<\/p>\n<p>   Steel or PVC conduit shall be minimum schedule<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   wall thickness.<\/p>\n<p>   Any exposed steel conduit, brackets or hardware (i.e., bridge<br \/>\n     attachments) shall be  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN<br \/>\nAPPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##.<\/p>\n<p>   Handholes shall have a minimum<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   loading rating or<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   with<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   to<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches of cover.<\/p>\n<p>   Manholes shall have a minimum<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   loading rating.<\/p>\n<p>   Innerducts used shall be<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   or<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  .<\/p>\n<p>   Buried cable warning tape shall be<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>wide and display<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##.<\/p>\n<p>   Warning signs will display<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##.<\/p>\n<p>   Fiber optic cable shall be<\/p>\n<p>##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##.<\/p>\n<p>    3.0     Minimum Depths.<\/p>\n<p>   Minimum cover required in the placement of conduit shall be<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches, except in the following instances:<\/p>\n<p>   (a)  The minimum cover in borrow ditches adjacent to roads,<br \/>\n     highways, railroads and interstate highways is<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches below the cleanout line or existing grade, whichever is<br \/>\n  greater.<\/p>\n<p>   (b)  The minimum cover across streams, river washes and other<br \/>\n     waterways 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 existing grade,<br \/>\n     whichever is greater.  Steel conduit will be placed at all such<br \/>\n     crossings unless the crossing is directional bored.<\/p>\n<p>   (c)  At locations where conduit crosses other subsurface<br \/>\n     utilities or other structures, the conduit shall be installed to<br \/>\n     provide a minimum of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches of vertical clearance and applicable minimum depth can be<br \/>\n  maintained; otherwise, the conduit will be installed under the<br \/>\n  existing utility or other structure.  If, however,<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches cannot be obtained, the cable shall be encased in steel pipe<br \/>\n  rather than conduit.  No fiber optic cable shall be buried<br \/>\n  without being surrounded by conduit or steel pipe.<\/p>\n<p>   (d)  In rock, the conduit shall be placed to provide a minimum of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  inches below the surface of the solid rock, or provide a minimum of<br \/>\n   ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches of total cover, whichever requires the least rock excavation.<br \/>\n  PVC or HDPE conduit will be backfilled with<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches of select materials (padding) in rock areas.<\/p>\n<p>   (e)  In the case of the use\/conversion of existing steel<br \/>\n     pipelines or salvaged conduit systems, the existing depth shall<br \/>\n     be considered adequate.<\/p>\n<p>  4.0   Buried Cable Warning Tape.<\/p>\n<p>   All conduit will be installed with buried cable warning tape<br \/>\n     except where existing steel pipelines or salvaged conduit systems<br \/>\n     are used.  The warning tape shall generally be placed at a depth<br \/>\n     of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches below grade and directly above the conduit.<\/p>\n<p>  5.0   Conduit Construction.<\/p>\n<p>   Conduits may be placed by means of trenching, plowing, jack and<br \/>\n     bore, or directional bore.  Conduits will generally be placed on<br \/>\n     a level grade parallel to the surface, with only gradual changes<\/p>\n<p>     in grade elevation.<\/p>\n<p>   Steel conduit will be joined with<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n .<\/p>\n<p>   All paved city, state, federal and interstate highways and<br \/>\n     railroad crossings will be encased in steel conduit.  If the<br \/>\n     crossing is at grade, steel is not required if the cable is<br \/>\n     placed with<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   feet of cover or more, and the crossing is directional bored.  All<br \/>\n  crossings of major streams, rivers, bays and navigable waterways<br \/>\n  will be placed in<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> conduit.<\/p>\n<p>   At all foreign utility\/underground obstacle crossings,<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> conduit will be placed and will extend at least<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  feet beyond the outer 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<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> conduit.<\/p>\n<p>   Any cable placed in rock will be placed in<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     conduit.<\/p>\n<p>   Any cable placed in swamp or wetland areas will be placed in<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n conduit.<\/p>\n<p>   All conduits placed on bridges will be<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> .<\/p>\n<p>   All conduits placed on bridges shall have expansion joints placed<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> or at least every<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   feet, whichever is the shorter distance.<\/p>\n<p>  6.0   Innerduct Installation.<\/p>\n<p>   Innerduct(s) shall be installed in all steel conduits.  No cable<br \/>\n     will be placed directly in any split\/solid steel conduit without<br \/>\n     innerduct.<\/p>\n<p>   Innerduct(s) shall extend beyond the end of all conduits a<br \/>\n     minimum of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches.<\/p>\n<p>  7.0   Cable Installation.<\/p>\n<p>   The fiber optic cable shall be installed using a powered pulling<br \/>\n     winch and hydraulic-powered assist pulling wheels.  The maximum<br \/>\n     pulling force to be applied to the fiber optic cable shall be<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     pounds.<\/p>\n<p>   Bends of small radii (less than 20 times the outside diameter of<br \/>\n     the cable) and twists that may damage the cable shall be avoided<br \/>\n     during cable placement.<\/p>\n<p>   The cable shall be lubricated and placed in accordance with the<br \/>\n     cable manufacturer specifications.<\/p>\n<p>   A pulling swivel break-away rated at<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> pounds shall be used at<br \/>\n     all times.<\/p>\n<p>   All splices will be contained in a handhole or manhole.<\/p>\n<p>   A minimum of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   meters of slack cable will be left in all intermediate handholes or<br \/>\n  manholes.<\/p>\n<p>   A minimum of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   meters of slack cable will be left in all splice locations.<\/p>\n<p>   A minimum of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   meters of slack cable will be left in all facility locations (i.e.,<br \/>\n  POP sites, switch sites, regens or CEVs).<\/p>\n<p>  8.0   Manholes and Handholes.<\/p>\n<p>   Manholes shall be placed in traveled surface streets and shall<br \/>\n     have locking lids.<\/p>\n<p>   Handholes shall be placed in all other areas and be installed<br \/>\n     with a minimum of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches of soil covering the lid.<\/p>\n<p>  9.0   EMS Markers.<\/p>\n<p>   EMS markers shall be placed 6 inches directly above the lid of<br \/>\n     all buried handholes and assist points.  EMS markers fabricated<br \/>\n     into the lids of handholes are acceptable.<\/p>\n<p>  10.0  Cable Markers (Warning Signs).<\/p>\n<p>   Cable markers (with the same information as buried cable warning<br \/>\n     tape) shall be installed at all changes in cable running line<br \/>\n     direction, splices, waterways, subsurface utilities, handholes<\/p>\n<p>     and at both sides of street, highway, bridge or railroad<br \/>\n     crossings.  At no time shall any markers be spaced more than<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     feet apart in metro areas and<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     feet apart in non-metro<br \/>\n     areas.  Markers shall be positioned so that they can be seen from<br \/>\n     the location of the cable and generally set facing perpendicular<br \/>\n     to the cable running line.<\/p>\n<p>  11.0  Compliance.<\/p>\n<p>   All work will be done in strict accordance with federal, state,<br \/>\n     local and applicable private rules and laws regarding safety and<br \/>\n     environmental issues, including those set forth by OSHA and the<br \/>\n     EPA.  In addition, all work and the resulting fiber system will<br \/>\n     comply with the current requirements of all governing entities<br \/>\n     (FCC, NEC, DEC and other national, state and local codes).<\/p>\n<p>  12.0  As Built Drawings.<\/p>\n<p>   As built drawings will contain a minimum of the following:<\/p>\n<p>        1)   Information showing the location of running line,<br \/>\n          relative to permanent landmarks, including but not limited to,<br \/>\n          railroad mileposts, 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,<br \/>\n          etc.)<\/p>\n<p>        5)   Cable information (manufacturer, type of fiber, type of<br \/>\n          cable, fiber assignments, final cable lengths)<\/p>\n<p>        6)   Notation of all deviations from specifications (depth,<br \/>\n          etc.)<\/p>\n<p>        7)   ROW detail (type, centerline distances, boundaries,<br \/>\n          waterways, 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<br \/>\n          assignments (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<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   days after acceptance, in both hard copy and electronic format<br \/>\n(Auto-CAD version 13.0 or later).  Updates to the as-builts will be<br \/>\n  provided within<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   days of completion of change, like a relocation project.<\/p>\n<p>  13.0  Aerial Construction.<\/p>\n<p>   Subject to prior approval by both parties (which approval shall<br \/>\n     not be unreasonably withheld), aerial construction methods will<br \/>\n     only be used when buried construction techniques are impractical<br \/>\n     due to environmental conditions, schedule or economic<\/p>\n<p>     considerations, right-of-way issues, or code restrictions.  The<br \/>\n     parties acknowledge that aerial construction on utility towers<br \/>\n     (not utility poles) using optical groundwire or all dielectric<br \/>\n     self-support methods may be used without GTE approval provided<br \/>\n     QWEST agrees to give GTE reasonable prior notice of its decision<br \/>\n     to use such aerial methods..<\/p>\n<p>   Aerial design standards and construction techniques will conform<br \/>\n     with industry-accepted practices for aerial fiber optic cable<br \/>\n     systems.  All aerial plant must comply with applicable national<br \/>\n     (NEC, NESC, etc.), state and local codes.<\/p>\n<p>   The fiber optic cable placed on an aerial system shall be armored<br \/>\n     and designed for aerial applications.<\/p>\n<p>   The cable will be placed in accordance with manufacturer<br \/>\n     specifications.  Cable tension will be monitored during<br \/>\n     placement.  Cable rollers will be placed at a maximum interval of<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> feet.  Cable expansion loops will be placed at every pole.<br \/>\n     Cable identification\/warning tags will be placed at every pole.<br \/>\n     All cable splices will be buried in handholes or manholes.<\/p>\n<p>   Cable sheath to suspension strand bonds and grounding will be<br \/>\n     performed at the first and last pole of the system and at<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>     mile intervals.<\/p>\n<p>   Fiber optic cable at all riser poles will be protected with<br \/>\n     galvanized steel U-guard from<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p> inches below grade to a point<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches below the suspension strand.  Conduit sweeps will be used to<br \/>\n  transition from the U-guard to either a handhole or manhole.<\/p>\n<p>   All aerial plant will be designed and constructed with 10M EHS<br \/>\n     (Class A galvanized) suspension strand unless otherwise dictated<br \/>\n     by the pole owners or field conditions.  The<\/p>\n<p>   fiber optic cable will be double lashed to the suspension strand<br \/>\n  using 45 mil stainless    lashing wire.<\/p>\n<p>   Span length shall account for storm loading (wind and ice) in<br \/>\n     accordance with zones outlined in NESC code.  Sags and tensions<br \/>\n     will be calculated in accordance with industry accepted practices<br \/>\n     and account for strand size, span length, ambient temperature at<br \/>\n     placement and loading.  The suspension strand will be tensioned<br \/>\n     with a strand dynamometer.  A catenary suspension system may be<br \/>\n     used if the system exceeds maximum span length specifications.<\/p>\n<p>   Prior to attachment to any existing pole line, the system will be<br \/>\n     inspected for compliance with applicable codes and standards, as<br \/>\n     well as the physical condition of the poles and existing<br \/>\n     hardware.  Any make-ready work will be reviewed with the pole<br \/>\n     owner and specifically addressed prior to construction.<\/p>\n<p>   If a pole line need be constructed, the preferred poles will be<br \/>\n     Class 4 (40 feet) and Class 5 (35 feet).  Use of the preferred<br \/>\n     poles will make it unnecessary to calculate pole loading<br \/>\n     (horizontal, vertical and bending moments) in most field<br \/>\n     conditions.  Some unusual conditions may require the use of a<br \/>\n     stronger class pole.  Depth of placement will be dictated by soil<br \/>\n     conditions, slope of terrain and length of pole.  Poles will be<br \/>\n     guyed in accordance with industry-accepted standards.  All pole<br \/>\n     attachment hardware will be galvanized steel.<\/p>\n<p>   Aerial cable will be placed below power attachments and above all<br \/>\n     other attachments unless otherwise dictated by the pole owner.<br \/>\n     Pole contact clearances and locations will be dictated by current<br \/>\n     NESC code and the presence of existing attachments; however, the<br \/>\n     following minimum objective clearances will apply:<\/p>\n<p>        a)   Power line &#8211;  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN<br \/>\nAPPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches (below)<br \/>\n        b)   Non-current carrying power line &#8211;  ##MATERIAL OMITTED AND<br \/>\nSEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches<br \/>\n        c)   Telephone, CATV and other signal lines &#8211;  ##MATERIAL OMITTED AND<br \/>\nSEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   inches (above)<\/p>\n<p>   Verticle clearances for crossings or parallel lines will be<br \/>\n     dictated by current NESC code; however, the objective clearance<br \/>\n     for most objects (roads, alleys, etc.) Is<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   feet (at 100  F) with the exception of railroad tracks and waterways<br \/>\n  which have an objective of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   feet (at 100  F).<\/p>\n<p>  14.0     Approval of Deviations From Specifications.<\/p>\n<p>  QWEST will seek the approval of GTE, which approval shall not be<br \/>\n  unreasonably withheld or delayed, prior to undertaking any<br \/>\n  construction which will deviate from the  Construction<br \/>\n  Specifications set forth in this Exhibit C.<\/p>\n<p>  EXHIBIT D<\/p>\n<p>  Fiber Cable Splicing, Testing and Acceptance Procedures<br \/>\n 1.   All splices will be performed with an industry-accepted<br \/>\n  fusion splicing machine.  Qwest will perform two stages of<br \/>\n  testing during the construction of a new fiber cable route.<br \/>\n  Initially, OTDR tests will be taken from one direction.  As soon<br \/>\n  as fiber connectivity has been achieved to both regen sites,<br \/>\n  Qwest will verify and record the continuity of all fibers.  Qwest<br \/>\n  will take and record power level readings on all fibers in both<br \/>\n  directions.  Qwest will bi-directional OTDR test all fibers.<\/p>\n<p>  2.   During the initial construction, it is only possible to<br \/>\n  measure the fiber from one direction.  Because of this, splices<br \/>\n  will be qualified during initial construction with an OTDR from<br \/>\n  only one direction.  The profile alignment system or light<br \/>\n  injection detection system on the fusion splicer may be used to<br \/>\n  qualify splices as long as a close correlation to OTDR data is<br \/>\n  established.  The pigtails will also be qualified at this stage<br \/>\n  using an OTDR and a minimum 1 km launch reel.  All measurements<br \/>\n  at this stage in construction will be taken at<br \/>\n ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  nm.<\/p>\n<p>  3.   After Qwest has provided end-to-end connectivity on the<br \/>\n  fibers, bi-directional span testing will be done.  These<br \/>\n  measurements must be made after the splice manhole or handhole is<br \/>\n  closed in order to check for macro-bending problems.  Continuity<br \/>\n  tests will be done to verify that no fibers have been &#8220;frogged&#8221;<br \/>\n  or crossed in any of the splice points.  Once the pigtails have<br \/>\n  been spliced, loss measurements will be recorded using an<br \/>\n  industry-accepted laser source and a power meter.  OTDR traces<br \/>\n  will be taken and splice loss measurements will be recorded.<br \/>\n  Qwest will also store OTDR traces on diskette and on data sheets.<br \/>\n  Laser Precision format will be used on all traces.  Qwest will<br \/>\n  provide three copies of all data sheets and tables, and one set<\/p>\n<p>  of diskettes with all traces.<\/p>\n<p> a.   The power loss measurements shall be made at<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<\/p>\n<p>  nm, and performed bi-directionally.<\/p>\n<p>b.   OTDR traces shall be taken in both directions at<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   nm.<\/p>\n<p>   4.   The splicing standards are as follows:<\/p>\n<p>  a.   The loss value of the pigtail connector and its<br \/>\n  associated splice will not exceed<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  dB.  This value does not<br \/>\n  include the insertion loss from its connection to the FDP.  For<br \/>\n  values greater than this, the splice will be broken and respliced<br \/>\n  until an acceptable loss value is achieved.  If, after five<br \/>\n  attempts, Qwest is not able to produce a loss value less than<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  dB, the splice will be marked as Out-of-Spec (&#8220;OOS&#8221;) on the<br \/>\n  data sheet.  Each splicing attempt shall be documented on the<br \/>\n  data sheet.<\/p>\n<p>   b.   During initial uni-directional OTDR testing, the<br \/>\n  objective for each splice is a loss of<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  or less.  If,<br \/>\n  after three attempts, Qwest is not able to produce a loss value<br \/>\n  of less than<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n dB, then ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n dB will be acceptable.  If, after<br \/>\n  two additional attempts, a value of less than<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n dB is not<br \/>\n  achievable, then the splice will be marked as OOS on the data<br \/>\n  sheet.  Each splicing attempt shall be documented on the data<br \/>\n  sheet.<\/p>\n<p> c.   During end-to-end testing of a span (a span shall<br \/>\n  be FDP to FDP), the objective for each splice is a bi-directional<br \/>\n  average loss of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION<br \/>\nFOR CONFIDENTIAL TREATMENT##<br \/>\n dB or less.<\/p>\n<p>  d.   The standard for each fiber within a span shall be<br \/>\n  an average bi-directional loss of<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n dB or less for each<br \/>\n  splice.  For example, if a given span has 10 splices, each fiber<br \/>\n  shall have total bi-directional loss (due to the 10 splices) of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n or less.  Each individual splice may have a bi-directional<br \/>\n  loss of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n dB or less, but the average bi-directional splice<br \/>\n  loss across the span must be ##MATERIAL OMITTED AND SEPARATELY FILED<br \/>\nUNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT##<br \/>\n dB or less.<\/p>\n<p>  5.   The entire fiber optic cable system shall be properly<br \/>\n  protected from foreign voltage and grounded with an industry-accepted<br \/>\nsystem.  The current system in use by Qwest is depicted<br \/>\n  in the attached schematic-DWG No. SAH-1 (typical for Surge<\/p>\n<p>  Arrestor HH Placement).<\/p>\n<p>   6.   Customer fiber assignments will be consecutive in count<br \/>\n  and in a separate buffer tube (or ribbon or fiber bundles) from<br \/>\n  others.  The maximum number of fibers within a single buffer tube<br \/>\n  (or ribbon or fiber bundles) shall be 12.<\/p>\n<p>  7.   The fibers shall be terminated to the FDP with Ultra<br \/>\n  FC-PC connectors, unless another type of connector is specified.<br \/>\n  The pigtails shall be manufactured with the same glass as the<br \/>\n  backbone cable to minimize splice loss.<\/p>\n<p>                             EXHIBIT E<\/p>\n<p>                       Fiber Specifications<br \/>\n  [This exhibit contains product specification information that is<br \/>\n               largely set forth in graphic format]<\/p>\n<p>                            EXHIBIT E-1<\/p>\n<p>                     Fiber Deployment Diagram<br \/>\n [Exhibit E-1 is a map of the United States with the heading &#8220;Fiber<br \/>\n  Deployment Diagram&#8221; showing state lines and routes of the fiber<br \/>\n  optic network upon completion.]<\/p>\n<p>                             EXHIBIT F<\/p>\n<p>            Specifications for Regeneration Facilities<\/p>\n<p>     Qwest will install modular, prefabricated, conditioned space<br \/>\n  along the right-of-way to house regenerations and other<br \/>\n  electronic equipment (supplied by User) necessary for the<br \/>\n  operation of the Qwest System.<\/p>\n<p>   Regeneration site facilities consist of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   square feet of caged space in such facilities with separate,<br \/>\n  lockable, secured 24 hour access.  The buildings will be<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   feet wide by approximately<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   feet interior length to provide such square footage.  Also included<br \/>\n  is access to<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   amps of DC power provided from a common source backed up by a standby<br \/>\n  generator as described below.  To the extent provided in the<br \/>\n  Agreement, any additional space and\/or power required may be made<br \/>\n  available, with User responsible for QWEST&#8217;S incremental cost.<br \/>\n  Following are the general specifications of the buildings and<br \/>\n  support equipment.<\/p>\n<p>   Standard production, metal-framed buildings with steel<br \/>\n  substructure or concrete; bullet resistant to 30-06 slugs from 15<br \/>\n  feet; walls and ceilings R-19 insulated.<\/p>\n<p>  Security-type weatherproof exterior light fixtures, equipped with<br \/>\n  motion sensors.<\/p>\n<p> Building is equipped with Marvair Compact II or equivalent<br \/>\n  redundant HVAC units.<\/p>\n<p>  The building platform comes equipped with an external<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   kw backup generator designed to provide power during emergency<br \/>\n  periods.  The generator fuel tanks will have a minimum<\/p>\n<p> ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n gallon<\/p>\n<p>  capacity.  As part of the normal maintenance, the generator will<br \/>\n  be exercised twice monthly, running on a load bank for a minimum<br \/>\n  of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  .<\/p>\n<p>  Fire extinguishers are provided one inside the main door, and one<br \/>\n  located near the HVAC systems.<\/p>\n<p>  A fire suppression system (FM-200) will be in place as the main<br \/>\n  overall fire protection coverage.<\/p>\n<p>   The building will have an earth ground termination bar (safety<br \/>\n  green wire ground) terminated to building steel and\/or driven<br \/>\n  ground rod.<\/p>\n<p>   The building will be equipped with A\/C duplex isolated outlets<br \/>\n  for testing and miscellaneous equipment.  Such outlets shall be<br \/>\n  national electronic code and placed every 6 feet around perimeter<br \/>\n  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<br \/>\n  power source and once from the FDP.  Qwest will run properly<br \/>\n  sized cables from the common DC power plant to the User-supplied<br \/>\n  fuse panel in the User space.<\/p>\n<p> DC power in the amount of<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   amps shall be provided based upon a one (1) for N rectifier format<br \/>\n  (i.e.,<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   amp units or<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  amp units).  A battery plant capable of handling the load for a<br \/>\n  minimum of four (4) hours to ensure uninterruptable power will be<br \/>\n  installed in the building.  At remote regeneration locations,<br \/>\n  QWEST will also provide a battery plant designed to provide at<br \/>\n  least<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  , and<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n   at all other locations, in both cases with sufficient generator fuel<br \/>\n  to provide<br \/>\n  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n  backup in the event of a power outage.  The battery plant shall<br \/>\n  incorporate load disconnect protection and batteries capable of<br \/>\n  recharging in 12 hours.  The battery plant shall also include<br \/>\n  dual battery strings with battery disconnects for maintenance<br \/>\n  purposes.<\/p>\n<p>  Power will be monitored twenty-four (24) hours per day, seven (7)<br \/>\n  days a week.<\/p>\n<p>   Each party&#8217;s fibers will be terminated in a separate bulkhead<br \/>\n  module within the QWEST fiber distribution panel.<\/p>\n<p>  Upon execution of the IRU Agreement, the parties will finalize<br \/>\n  the locations of the regeneration facilities in accordance with<br \/>\n  Section 7.2 of the IRU Agreement.<br \/>\n                                        Estimated   Points<br \/>\nSegment                                   Route       of<br \/>\nAmplifier<br \/>\n  No.    Segment                          Miles     Presence<br \/>\nSites<\/p>\n<p>                                    Exhibit G<br \/>\n                     POP\/Regeneration Facility Sites<\/p>\n<table>\n<caption>\n<p>                                                    ESTIMATED          POINTS<br \/>\nSEGMENT                                               ROUTE              OF     AMPLIFIER<br \/>\nNO.    SEGMENT                                        MILES           PRESENCE    SITES<br \/>\n<s>                                          <c>                      <c>       <c><\/p>\n<p>  1A     Chicago to Detroit                            305<br \/>\n            Chicago to South Bend                                  2         1<br \/>\n            South Bend to Battle Creek                             1         1<br \/>\n            Battle Creek to Detroit                                1         2<\/p>\n<p>  1B     Detroit to Cleveland                          165<br \/>\n            Detroit to Toledo                                      1         0<br \/>\n                  Toledo to Cleveland                              1<br \/>\n  1C     Cleveland to Pittsburgh                       162         1          0<br \/>\n               Akron to Youngstown                                 1         0<br \/>\n               Youngstown to Pittsburgh                            1         0<\/p>\n<p>  1D     Pittsburgh to Philadelphia                    356<br \/>\n            Pittsburgh to Harrisburg                               1         3<br \/>\n            Harrisburg to Philadelphia                             1         1<br \/>\n  1E     Philadelphia to Washington                    138<br \/>\n         Philadelphia to Baltimore                                 2         0<br \/>\n            Baltimore to Washington                                1         0<\/p>\n<p>  2A     Cleveland to Columbus                         133         1          2<\/p>\n<p>  2B     Columbus to Cincinnati                        125<br \/>\n            Columbus to Dayton                                     1         1<br \/>\n            Dayton to Cincinnati                                   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>  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              295<br \/>\n                                   Grand Junction to Provo         1          4<br \/>\n            Provo to Salt Lake City                                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                          111<br \/>\n            Roseville to Sacramento                                1         0<br \/>\n            Sacramento to Oakland                                  1         1<\/p>\n<p> 11B     Oakland to San Jose                            43         1          0<\/p>\n<p> 12A     San Jose to Salinas                            71         1          1<\/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> 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                             269<br \/>\n            Houston to Bryan                                       1         1<br \/>\n            Bryan to Dallas                                        1         2<\/p>\n<p> 17A     Dallas to Oklahoma City                       264         1          0<br \/>\n            Ft. Worth to Oklahoma City                             1         3<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<table>\n<caption>\n<p><s>                                                    <c>        <c>       <c><br \/>\n 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                             746<br \/>\n            Denver to Colorado Springs                             1         0<br \/>\n            Colorado Springs to Pueblo                             1         0<br \/>\n            Pueblo to Lamy                                         1         4<br \/>\n            Lamy to Albuquerque                                    1         0<br \/>\n            Albuquerque to El Paso                                 0         4<br \/>\n            Lamy to Santa Fe                                       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> 24D     Medford to Eugene                             206         1          3<\/p>\n<p> 24E     Eugene to Portland                            123<br \/>\n         Eugene to Salem                                           0<br \/>\n         Salem to Portland                                         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                             298<br \/>\n            Albany to Syracuse                                     2         1<br \/>\n            Syracuse to Rochester                                  1         1<br \/>\n            Rochester to Buffalo                                   1         0<\/p>\n<p> 28C     Buffalo to Cleveland                          197         0          3<\/p>\n<p> 29      Albany to New York City                       157         3          1<\/p>\n<p> 30      New York City to Philadelphia                  95         2          0<\/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                      295<br \/>\n            Green Bay to Eau Claire                                1         3<br \/>\n            Eau Claire to Minneapolis                              1         1<\/p>\n<p> 21D     Minneapolis to Des Moines                     281<br \/>\n            Minneapolis to Owatonna                                1         1<br \/>\n            Owatonna to Des Moines                                 1         3<\/p>\n<p> 22C     Des Moines to Omaha                           140         1          2<\/p>\n<p> 22D     Omaha to Topeka                               224<br \/>\n            Omaha to Lincoln                                       1         1<br \/>\n            Lincoln to Topeka                                      0         2<\/p>\n<p>  3      Cincinnati to Louisville                      107         0          1<\/p>\n<p> 19A     Louisville to Nashville                       189<br \/>\n            Louisville to Bowling Green                            1         1<br \/>\n            Bowling Green to Nashville                             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                          261<br \/>\n            Atlanta to Greenville                                  1         2<br \/>\n            Greenville to Charlotte                                1         1<\/p>\n<p> 20B     Charlotte to Raleigh                          174<br \/>\n            Charlotte to Greensboro                                1         1<br \/>\n            Greensboro to Raleigh                                  1         1<\/p>\n<p> 20C     Raleigh to Richmond                           301<br \/>\n            Raleigh to Rocky Mount                                 1         0<br \/>\n            Rocky Mount to Portsmouth                              1         1<br \/>\n            Portsmouth to Richmond                                 1         1<\/p>\n<p> 20D     Richmond to Washington                        110<br \/>\n            Richmond to Fredericksburg                             1         0<br \/>\n            Fredericksburg to Washington                           0         0<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>         Total                                      12,766        93        149<\/p>\n<p>                              EXHIBIT H<\/p>\n<p>       Qwest System Maintenance Specifications and Procedures<\/p>\n<p>   Any party responsible for providing maintenance of the Qwest<br \/>\nSystem hereunder shall be referred to herein as the &#8220;Service<br \/>\nProvider&#8221;.  The Party receiving maintenance services from the<br \/>\nService Provider hereunder shall be referred to herein as the<br \/>\n&#8220;Service Recipient&#8221;.  All other capitalized terms not otherwise<br \/>\ndefined herein shall have their respective meanings as set forth<br \/>\nin the IRU Agreement of which this Exhibit forms a part.<\/p>\n<p>   1.   Maintenance.<\/p>\n<p>        (a)  Scheduled Maintenance.  Routine maintenance and<br \/>\nrepair of the Qwest System described in this section (&#8220;Scheduled<br \/>\nMaintenance&#8221;) shall be performed by or under the direction of<br \/>\nService Provider, at Service Provider&#8217;s reasonable discretion or<br \/>\nat Service Recipient&#8217;s request.  Scheduled Maintenance shall<br \/>\ncommence with respect to each Segment upon the effective date of<br \/>\nthe grant of the IRU therein, as provided in the IRU Agreement.<br \/>\nScheduled Maintenance shall include the following activities:<\/p>\n<p>             (i)  Patrol of Qwest System route on a regularly<br \/>\nscheduled basis, which will be weekly unless hyrail access is<br \/>\nnecessary, in which case, it will be quarterly;<\/p>\n<p>             (ii) Maintenance of a &#8220;Call-Before-You-Dig&#8221;<br \/>\nprogram and all required and related cable locates;<\/p>\n<p>             (iii)     Maintenance of sign posts along the<br \/>\nQwest System right-of-way with the number of the local &#8220;Call-Before-You-Dig&#8221;<br \/>\norganization and the &#8220;800&#8221; number for Qwest&#8217;s<br \/>\n&#8220;Call-Before-You-Dig&#8221; program; and<\/p>\n<p>             (iv) Assignment of fiber maintenance technicians<br \/>\nto locations along the route of the Qwest System at approximately<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\nintervals dependent upon terrain and accessability.<\/p>\n<p>        (b)  Unscheduled Maintenance.  Non-routine maintenance<br \/>\nand repair of the Qwest System which is not included as Scheduled<br \/>\nMaintenance (&#8220;Unscheduled Maintenance&#8221;), shall be performed by or<br \/>\nunder the direction of Service Provider.  Unscheduled Maintenance<br \/>\nshall commence with respect to each Segment upon the effective<br \/>\ndate 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<br \/>\nresponse to an alarm identification by Service Provider&#8217;s<br \/>\nOperations Center, notification by Service Recipient or<br \/>\nnotification by any third party of any failure, interruption or<br \/>\nimpairment in the operation of the Qwest System, or any event<br \/>\nimminently likely to cause the failure, interruption or<br \/>\nimpairment in the operation of the Qwest System.<\/p>\n<p>             (ii) &#8220;Non-Emergency Unscheduled Maintenance&#8221; in<br \/>\nresponse to any potential service-affecting situation to prevent<br \/>\nany failure, interruption or impairment in the operation of the<br \/>\nQwest System.<\/p>\n<p>   Service Recipient shall immediately report the need for<br \/>\nUnscheduled Maintenance to Service Provider in accordance with<br \/>\nprocedures promulgated by Service Provider from time to time.<br \/>\nService Provider will log the time of Service Recipient&#8217;s report,<br \/>\nverify the problem and dispatch personnel immediately to take<br \/>\ncorrective action.<\/p>\n<p>   2.   Operations Center.<\/p>\n<p>        Service Provider shall operate and maintain an<\/p>\n<p>Operations Center (&#8220;OC&#8221;) staffed twenty-four (24) hours a day,<br \/>\nseven (7) days a week by trained and qualified personnel.<br \/>\nService Provider&#8217;s maintenance employees shall be available for<br \/>\ndispatch twenty-four (24) hours a day, seven (7) days a week.<br \/>\nService Provider shall have its first maintenance employee at the<br \/>\nsite requiring Emergency Unscheduled Maintenance activity within<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\nafter the time Service Provider becomes aware of an event requiring<br \/>\nEmergency Unscheduled Maintenance, unless delayed by<br \/>\ncircumstances beyond the reasonable control of Service Provider.<br \/>\nService Provider shall maintain a toll-free telephone number to<br \/>\ncontact personnel at the OC.  Service Provider&#8217;s OC personnel<br \/>\nshall dispatch maintenance and repair personnel along the system<br \/>\nto handle and repair problems detected in the Qwest System, (i)<br \/>\nthrough the Service Recipient&#8217;s remote surveillance equipment and<br \/>\nupon notification by Service Recipient to Service Provider, or<br \/>\n(ii) upon notification by a third party.<\/p>\n<p>   3.   Cooperation and Coordination.<\/p>\n<p>        (a)  Service Recipient shall utilize an Operations<br \/>\nEscalation List, as updated from time to time, to report and seek<br \/>\nimmediate initial redress of exceptions noted in the performance<br \/>\nof Service Provider in meeting maintenance service objectives.<\/p>\n<p>        (b)  Service Recipient will, as necessary, arrange for<br \/>\nunescorted access for Service Provider to all sites of the Qwest<br \/>\nSystem, subject to applicable contractual, underlying real<br \/>\nproperty and other third-party limitations and restrictions.<\/p>\n<p>        (c)  In performing its services hereunder, Service<br \/>\nProvider shall take workmanlike care to prevent impairment to the<br \/>\nsignal continuity and performance of the Qwest System.  The<br \/>\nprecautions to be taken by Service Provider shall include<br \/>\nnotifications to Service Recipient.  In addition, Service<br \/>\nProvider shall reasonably cooperate with Service Recipient in<br \/>\nsharing information and analyzing the disturbances regarding the<br \/>\ncable and\/or fibers.  In the event that any Scheduled or<br \/>\nUnscheduled Maintenance hereunder requires a traffic roll or<br \/>\nreconfiguration involving cable, fiber, electronic equipment, or<br \/>\nregeneration or other facilities of the Service Recipient, then<br \/>\nService Recipient shall, at Service Provider&#8217;s reasonable<br \/>\nrequest, make such personnel of Service Recipient available as<br \/>\nmay be necessary in order to accomplish such maintenance, which<br \/>\npersonnel shall coordinate and cooperate with Service Provider in<br \/>\nperforming such maintenance as required of Service Provider<br \/>\nhereunder.<\/p>\n<p>        (d)  Service Provider shall notify Service Recipient at<br \/>\nleast ten (10) business days prior to the date in connection with<br \/>\nany PSWP of any Scheduled Maintenance and as soon as possible<br \/>\nafter becoming aware of the need for Unscheduled Maintenance.<br \/>\nService Recipient shall have the right to be present during the<br \/>\nperformance of any Scheduled Maintenance or Unscheduled<br \/>\nMaintenance so long as this requirement does not interfere with<br \/>\nService Provider&#8217;s ability to perform its obligations under this<br \/>\nAgreement.  In the event that Scheduled Maintenance is canceled<br \/>\nor delayed for whatever reason as previously notified, Service<br \/>\nProvider shall notify Service Recipient at Service Provider&#8217;s<br \/>\nearliest opportunity, and will comply with the provisions of the<br \/>\nprevious sentence to reschedule any delayed activity.<\/p>\n<p>   4.   Facilities.<\/p>\n<p>        (a)  Service Provider shall maintain the Qwest System<br \/>\nin a manner which will permit Service Recipient&#8217;s use, in<br \/>\naccordance with the terms and conditions of the IRU Agreement, of<br \/>\nthe IRU, the User Fibers and the Associated Property required to<br \/>\nbe provided under the terms of the IRU Agreement.<\/p>\n<p>        (b)  Except to the extent otherwise expressly provided<br \/>\nin the IRU Agreement, Service Recipient will be solely<br \/>\nresponsible for providing and paying for any and all maintenance<br \/>\nof all electronic, optronic and other equipment, materials and<br \/>\nfacilities used by Service Recipient in connection with the<br \/>\noperation of the Dark Fibers, none of which is included in the<\/p>\n<p>maintenance services to be provided hereunder.<\/p>\n<p>   5.   Cable\/Fibers.<\/p>\n<p>        (a)  Service Provider shall perform appropriate<br \/>\nScheduled Maintenance on the Cable contained in the Qwest System<br \/>\nin accordance with Service Provider&#8217;s then current preventative<br \/>\nmaintenance procedures as agreed to by Service Recipient, which<br \/>\nshall not substantially deviate from standard industry practice.<\/p>\n<p>        (b)  Service Provider shall have qualified<br \/>\nrepresentatives on site any time Service Provider has reasonable<br \/>\nadvance knowledge that another person or entity is engaging in<br \/>\nconstruction activities or otherwise digging within five (5) feet<br \/>\nof the Cable.<\/p>\n<p>        (c)  Service Provider shall maintain sufficient<br \/>\ncapability to teleconference with Service Recipient during an<br \/>\nEmergency Unscheduled Maintenance in order to provide regular<br \/>\ncommunications during the repair process.  When correcting or<br \/>\nrepairing Cable discontinuity or damage, including but not<br \/>\nlimited to in the event of Emergency Unscheduled Maintenance,<br \/>\nService Provider shall use reasonable efforts to repair traffic-affecting<br \/>\ndiscontinuity within<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n after the Service Provider maintenance employee&#8217;s arrival at the<br \/>\nproblem site.  In order to accomplish such objective, it is<br \/>\nacknowledged that the repairs so effected may be temporary in<br \/>\nnature.  In such event, within<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n after completion of any such Emergency Unscheduled Maintenance,<br \/>\nService Provider shall commence its planning for permanent<br \/>\nrepair, and thereafter promptly shall notify Service Recipient of<br \/>\nsuch plans, and shall implement such permanent repair within an<br \/>\nappropriate time thereafter.  Restoration of open fibers on fiber<br \/>\nstrands not immediately required for service shall be completed<br \/>\non a mutually agreed-upon schedule.  If the fiber is required for<br \/>\nimmediate 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<br \/>\ncomply with the splicing specifications as set forth in Exhibit<br \/>\nD.  Service Provider shall provide to Service Recipient any<br \/>\nmodifications to these specifications as may be necessary or<br \/>\nappropriate 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<br \/>\nresponsible for initial restoration of a cut Cable shall carry on<br \/>\ntheir vehicles the typically appropriate equipment that would<br \/>\nenable a temporary splice, with the objective of restoring<br \/>\noperating capability in as little time as possible.  Service<br \/>\nProvider shall maintain and supply an inventory of spare Cable in<br \/>\nstorage facilities supplied and maintained by Service Provider at<br \/>\nstrategic locations to facilitate timely restoration.<\/p>\n<p>   6.   Planned Service Work Period (PSWP).<\/p>\n<p>        Scheduled Maintenance which is reasonably expected to<br \/>\nproduce any signal discontinuity must be coordinated between the<br \/>\nparties.  Generally, this work should be scheduled after midnight<br \/>\nand before 6:00 a.m. local time.  Major system work, such as<br \/>\nfiber rolls and hot cuts, will be scheduled for PSWP weekends.  A<br \/>\ncalendar showing approved PSWP will be agreed upon in the last<br \/>\nquarter of every year for the year to come.  The intent is to<br \/>\navoid jeopardy work on the first and last weekends of the month<br \/>\nand high-traffic holidays.<\/p>\n<p>   7.   Restoration.<\/p>\n<p>        (a)  Service Provider shall respond to any interruption<br \/>\nof service or a failure of the Dark Fibers to operate in<br \/>\naccordance with the specifications set forth in Exhibit D (in any<br \/>\nevent, an &#8220;Outage&#8221;) as quickly as possible (allowing for delays<br \/>\ncaused by circumstances beyond the reasonable control of Service<\/p>\n<p>Provider) in accordance with the procedures set forth herein.<\/p>\n<p>        (b)  When restoring a cut Cable in the Qwest System,<br \/>\nthe parties agree to work together to restore all traffic as<br \/>\nquickly as possible.  Service Provider, promptly upon arriving on<br \/>\nthe site of the cut, shall determine the course of action to be<br \/>\ntaken to restore the Cable and shall begin restoration efforts.<br \/>\nService Provider shall splice fibers tube by tube or ribbon by<br \/>\nribbon or fiber bundle by fiber bundle, rotating between tubes or<br \/>\nribbons operated by the separate Interest Holders (as defined in<br \/>\nparagraph 9(a)), including Service Recipient, in accordance with<br \/>\nthe following described priority and rotation mechanics; provided<br \/>\nthat, lit fibers in all buffer tubes or ribbons or fiber bundles<br \/>\nshall have priority over any dark fibers in order to allow<br \/>\ntransmission systems to come back on line; and provided further<br \/>\nthat, Service Provider will continue such restoration efforts<br \/>\nuntil all lit fibers in all buffer tubes or ribbons are spliced<br \/>\nand all traffic restored.  In general, priority among Interest<br \/>\nHolders affected by a cut shall be determined on a rotating<br \/>\nrestoration-by-restoration and Segment-by-Segment basis, to<br \/>\nprovide fair and equitable restoration priority to all Interest<br \/>\nHolders, subject only to such restoration priority to which Qwest<br \/>\nis contractually obligated prior to the date of the Agreement.<br \/>\nService Provider shall use all reasonable efforts to implement a<br \/>\nQwest System-wide rotation mechanism on a Segment-by-Segment<br \/>\nbasis so that the initial rotation order of the Interest Holders<br \/>\nin each Segment is varied (from earlier to later in the order),<br \/>\nsuch that as restorations occur, each Interest Holder has<br \/>\napproximately equivalent rotation order positions across the<br \/>\nQwest System.  Additional participants in the Qwest System that<br \/>\nbecome Interest Holders after the date hereof shall be added to<br \/>\nthe restoration rotation mechanism.<\/p>\n<p>        (c)  The goal of emergency restoration splicing shall<br \/>\nbe to restore service as quickly as possible.  This may require<br \/>\nthe use of some type of mechanical splice, such as the &#8220;3M Fiber<br \/>\nLock&#8221; to complete the temporary restoration.  Permanent<br \/>\nrestorations will take place as soon as possible after the<br \/>\ntemporary splice is complete.<\/p>\n<p>   8.   Subcontracting.<\/p>\n<p>        Service Provider may subcontract any of the maintenance<br \/>\nservices hereunder; provided that Service Provider shall require<br \/>\nthe subcontractor(s) to perform in accordance with the<br \/>\nrequirement and procedures set forth herein.  The use of any such<br \/>\nsubcontractor shall not relieve Service Provider of any of its<br \/>\nobligations hereunder.<\/p>\n<p>   9.   Fees and Costs.<\/p>\n<p>        (a)  Scheduled Maintenance Fees.  The fees payable for<br \/>\nany and all Scheduled Maintenance hereunder shall be determined<br \/>\nin accordance with the following provisions.  During any time<br \/>\nafter the Acceptance Date for any Segment but subject to<br \/>\nparagraph 10 below, Qwest shall be the Service Provider and<br \/>\nprovide Scheduled Maintenance at a cost not to exceed $<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\nper route mile per year, subject to the CPI adjustment described below<br \/>\n(the &#8220;Qwest Fixed Fee&#8221;) and Unscheduled Maintenance as provided<br \/>\nin subparagraph 9 below.  The Scheduled Maintenance fee payable<br \/>\nby Service Recipient shall be equal to a pro rata share of<br \/>\nQwest&#8217;s Costs based first upon the number of conduits so<br \/>\nmaintained by Qwest and included in such Costs and second upon<br \/>\nthe number of Interest Holders (as defined in Section 10.4 of the<br \/>\nAgreement) in the portion of the Qwest System so maintained by<br \/>\nQwest and included in such Costs; provided however, the total fee<br \/>\nshall in no event exceed the amount of the Qwest Fixed Fee as<br \/>\nadjusted by the CPI-U Adjustment.<\/p>\n<p>   A quarter of the first such Scheduled Maintenance fee with<br \/>\nrespect to each Segment will be due and payable thirty (30) days<br \/>\nafter the Acceptance Date with respect to such Segment.<br \/>\nThereafter, one quarter of such fee shall be due quarterly.  All<br \/>\nfees shall be paid by Service Recipient within thirty (30) days<br \/>\nof receipt of invoice therefor.  The Qwest Fixed Fee, if<\/p>\n<p>applicable, may be adjusted annually, in Qwest&#8217;s Sole discretion,<br \/>\nbeginning with the first anniversary date of the execution date<br \/>\nof this Agreement, for increases in the United States Bureau of<br \/>\nLabor Statistics, CPI-U All Services Index (unadjusted), as<br \/>\noriginally published.  Said adjustment shall be hereinafter<br \/>\nreferred to as &#8220;CPI-U Adjustment&#8221;.  Such fee, as adjusted by the<br \/>\nCPI-U Adjustment, shall be equal to the product of the fee<br \/>\nspecified herein multiplied by the fraction (i) whose numerator<br \/>\nis the CPI-U All Services for March of the previous calendar year<br \/>\nfor which the adjustment to the fee is being made, and (ii) whose<br \/>\ndenominator is the CPI-U All Services for March of the preceding<br \/>\nyear.  The adjusted fee shall remain in effect until the next<br \/>\nannual fee is due, when a new adjusted fee fixed pursuant to this<br \/>\nprovision shall become effective.  In no event shall the amount<br \/>\nof the fee as adjusted pursuant to this provision be less than<br \/>\nthe amount of fee in effect for the immediately-preceding year.<br \/>\nThe parties agree that the Index for March 1995 is defined as<br \/>\n151.4.  In the event that the Bureau of Labor Statistics (or any<br \/>\nsuccessor organization) changes the current base of the CPI-U<br \/>\nfrom 1982-84 = 100, the calculation of a fee under this provision<br \/>\nshall be adjusted to ensure that Qwest receives the same amount<br \/>\nas it would have had, had the base not been changed.  In the<br \/>\nevent the Bureau of Labor Statistics (or any successor<br \/>\norganization) no longer publishes the CPI-U, Qwest may, subject<br \/>\nto Service Recipient&#8217;s agreement (which shall not be unreasonably<br \/>\nwithheld), designate the statistical index it deems most<br \/>\nappropriate for collocation of adjustments to a fee and, from the<br \/>\ndate the CPI-U ceased to be published, such index shall be used<br \/>\nto make adjustments in a fee under this provision.<\/p>\n<p>        (b)  Unscheduled Maintenance Fees.  If the aggregate<br \/>\namount of the Costs of Unscheduled Maintenance required as a<br \/>\nresult of any single event or multiple, closely-related events is<br \/>\nless than<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n, such Costs shall be borne by Service Provider.  For any other<br \/>\nUnscheduled Maintenance, the Costs thereof shall be allocated<br \/>\namong the various Interest Holders in the conduit, cable an\/or<br \/>\nfibers affected thereby as follows: (i) Costs of Unscheduled<br \/>\nMaintenance solely to or affecting a conduit or cable which<br \/>\nhouses fibers of a single Interest Holder shall be borne 100% by<br \/>\nsuch Interest Holder; (ii) Costs of Unscheduled Maintenance to or<br \/>\naffecting a conduit which houses multiple innerduct conduits, not<br \/>\nincluding such Costs attributable to the repair or replacement of<br \/>\nfiber therein, shall be borne proportionately by the Interest<br \/>\nHolds in each of the affected innerduct conduits based on the<br \/>\nratio that such affected conduit bears to the total number of<br \/>\naffected innerduct conduits, and (iii) Costs of Unscheduled<br \/>\nMaintenance attributable to the repair or replacement of fiber,<br \/>\nincluding the acquisition, installation, inspection, testing and<br \/>\nsplicing thereof, shall be borne proportionately by the Interest<br \/>\nHolders in the affected fiber, based on the ratio that the number<br \/>\nof affected fibers subject to the interest of each such Interest<br \/>\nHolder bears to the total number of affected fibers.  All such<br \/>\nCosts which are allocated to Service Recipient pursuant to the<br \/>\nforegoing provisions shall be the responsibility of and paid by<br \/>\nService 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<br \/>\npaid or payable in accordance with the established accounting<br \/>\nprocedures generally used by each party, as the case may be, and<br \/>\nwhich it utilizes in billing third parties for reimbursable<br \/>\nprojects, which costs shall include, without limitation, the<br \/>\nfollowing:  (i) labor costs, including wages and salaries, and<br \/>\nbenefits and overhead allocable to such labor costs (overhead<br \/>\nallocation percentage shall not exceed the lesser of (x) the<br \/>\npercentage Service Provider typically allocates to its internal<br \/>\nprojects or (y)<br \/>\n##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR<br \/>\nCONFIDENTIAL TREATMENT##<br \/>\n, and (ii) other direct costs and out-of-pocket expenses on a pass-through basis<br \/>\n(e.g., equipment, materials, supplies, contract<br \/>\nservices, etc.).<\/p>\n<p>   10.  Term.<\/p>\n<p>        (a)  Service Provider&#8217;s obligation to perform<br \/>\nmaintenance on the relevant portion of the Qwest System shall be<br \/>\nfor an initial term expiring June 30, 2006. Qwest shall be the<br \/>\nService Provider.  Thereafter, Qwest shall have no obligation to<br \/>\nprovide Scheduled or Unscheduled Maintenance hereunder, but shall<br \/>\nbe entitled to continue to provide maintenance under the terms<br \/>\nand conditions of this agreement.<\/p>\n<p>        (b)  Notwithstanding Section 10(a) above, Qwest<br \/>\nrepresents and warrants that it shall either (1) make a proposal<br \/>\nnot later than June 30, 2004, to the several Service Recipients<br \/>\nto continue to serve as the Service Provider for the services<br \/>\ndescribed in this Exhibit H under commercially reasonable terms<br \/>\nfor the remainder of the Minimum Period following June 30, 2006,<br \/>\nor (2) provide notice to the Service Recipients that Qwest shall<br \/>\nnot continue to provide those services beyond June 30, 2006.<br \/>\nShould Qwest make a proposal under clause (1), the Service<br \/>\nRecipients and Qwest shall negotiate in good faith toward<br \/>\nreaching agreement on those services.  If the parties have not<br \/>\nconcluded an agreement for continuing services by December 31,<br \/>\n2004, the Service Recipients shall be entitled to solicit<br \/>\nproposals from other vendors and may select whichever vendor or<br \/>\nvendors they jointly agree to use for all or separate portions of<br \/>\nthe Qwest System and Service Recipient&#8217;s fibers and Associated<br \/>\nProperty, to include Qwest or separate vendors as each Service<br \/>\nRecipient individually selects for its portion of the Qwest<br \/>\nSystem and for its own fibers and Associated Property.  Should<br \/>\nQwest provide notice under clause (2), the Service Recipients may<br \/>\nsolicit proposals from other vendors and may select another<br \/>\nvendor or vendors to assume after June 30, 2006, the Service<br \/>\nProvider responsibilities, and Qwest agrees to cooperate fully in<br \/>\nthe negotiations and transition period.<\/p>\n<p>                                    EXHIBIT I<\/p>\n<p>                             UNDERLYING RIGHTS AND<br \/>\n                             &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nUNDERLYING 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","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630,9246],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42345","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_companies-verizon-communications-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42345","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=42345"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42345"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42345"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42345"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}