Common use of CONSTRUCTION OF THE QWEST SYSTEM Clause in Contracts

CONSTRUCTION OF THE QWEST SYSTEM. 3.1 To the extent any Segment is not completed as of the date hereof, subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall design, engineer, install, construct, and test the QWEST System comprised of such Segments on the terms and subject to the conditions set forth herein. 3.2 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall engineer and design Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof) consistent with the construction specifications set forth in Exhibit B, including preparation of construction drawings, bills of materials, materials specifications and materials requisitions. The specifications covering the construction and testing of such Segments shall be as set forth in Exhibit C and Exhibit D, respectively. 3.3 Subject to the provisions of Sections 1.2 and 1.3, as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), QWEST shall perform, in accordance with QWEST's standard engineering practices, all necessary engineering, design and construction activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof. 3.4 Subject to the provisions of Sections 1.2 and 1.3, as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), QWEST shall perform, in accordance with QWEST's standard commercial practices and as deemed necessary or appropriate in QWEST's reasonable business judgment, all necessary right-of-way, easement and land acquisition activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof, free from interference by, or infringement of the rights of, third parties. 3.5 QWEST shall procure all materials to be incorporated in and to become a permanent part of the QWEST System with respect to the Segments delivered hereunder. 3.6 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall perform, in accordance with its standard commercial practices, all supervisory and inspection services relating to the construction of Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), including, without limitation: (a) Performing construction inspection prior to completion of each such Segment to assure that all construction shall be in accordance with the specifications, drawings, easement provisions, provisions of this Agreement, and applicable codes. WORLDCOM shall have the right, but not the obligation, to inspect all right-of-way documents pertinent to each such Segment (to the extent that the terms of each such document permits disclosure to WORLDCOM), and the installation, splicing and testing of the WORLDCOM Fiber incorporated in such Segments during the course and at the time of the relevant design, construction and installation periods for each portion of such Segment. (b) Preparing bimonthly engineering progress reports and construction progress reports. 3.7 Upon WORLDCOM's written request, QWEST shall make available for inspection by WORLDCOM copies of all information, documents, reports, permits, drawings and specifications generated, obtained or acquired by QWEST in performing its duties pursuant to this Article III (to the extent that the terms of each such document or the legal restrictions applicable to such information or document permits disclosure to WORLDCOM). 3.8 Exhibit G ("Existing Regeneration Sites") sets forth the existing sites along the QWEST System right-of-way at which regeneration facilities currently are located on that portion of Segment 3 between Santa Xxxxx and Salt Lake City. In the event that WORLDCOM desires to locate and construct or share regeneration facilities at any of such sites, or at any additional potential sites along the QWEST System that QWEST may make available, assuming (i) the availability of adequate and sufficient real property rights, space, and right-of-way access, and (ii) the receipt of all requisite permits, approvals and authorizations, either (A) QWEST shall grant to WORLDCOM an IRU for the purpose of permitting WORLDCOM to locate and construct regeneration facilities at such sites, or (B) if the parties desire to share regeneration facilities, and further assuming that the parties are able to agree upon the specific location, specifications and costs applicable thereto, QWEST and WORLDCOM shall enter into a separate Regeneration Sharing Agreement setting forth the terms and conditions with respect thereto. 3.9 Except for such portions of the Segments that are already so constructed, no aerial construction or installation of the Segments shall be allowed, except for discrete short pieces of Segments for which QWEST presents to WORLDCOM its proposed design for WORLDCOM's review and approval, which approval shall not be unreasonably withheld. 3.10 With the exception of those existing fibers on that portion of Segment 3 between Santa Clara, California and Roseville, California (which are Coming SNT-DS), all fiber included in the WORLDCOM Fibers and all fibers incorporated in the WORLDCOM Portland/Seattle System shall be Coming SNT-LS non-zero dispersion-shifted or equivalent, and shall meet or exceed the fiber specifications set forth in Exhibit E. The fibers subject to the Optional QWEST IRU shall be the equivalent of Coming SMR-28. Wherever feasible, other than the Portland/U.P. Fibers, all such fibers shall be contained in discrete buffer tubes that are not shared with any other third party.

CONSTRUCTION OF THE QWEST SYSTEM. 3.1 To QWEST shall, at QWEST's sole cost and expense, be responsible for and shall effect the extent any Segment is design, engineering, installation, and construction of those portions of the QWEST System not completed already constructed as of the date hereof, subject hereof in accordance with the System Route (as it may be modified pursuant to the provisions of Sections 1.2 Section 1.1) and 1.3, as applicable, QWEST shall design, engineer, install, construct, and test the QWEST System comprised of such Segments on the terms and subject to the conditions set forth herein. 3.2 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall engineer and design Segments 4, 5 and 6 in conformity with (and any other Segment if and to the extent that conduit construction is not completed on the date hereofi) consistent with the construction specifications set forth in Exhibit BC, including (ii) industry standards and practices, and (iii) applicable Underlying Rights Requirements (as defined in Section 11.1). Such responsibilities shall include, without limitation, preparation of construction drawings, bills of materials, materials specifications and materials requisitions. The specifications covering Except for the construction existing fibers on Segments 11A, 00X, 00X, 00X, 00X and testing of such Segments 12D (which are Corning SMF-DS) and any alternative fibers approved pursuant to the following sentence, all fiber included in the FRONTIER Fibers shall be as Corning SMF-LS non-zero dispersion-shifted or Lucent Technologies True Wave and shall meet or exceed the applicable fiber specifications set forth in Exhibit C E. QWEST may use alternative types of fiber equivalent to either of the aforementioned fibers; provided that (i) prior to any such use, QWEST meets with FRONTIER (and FRONTIER hereby agrees to so meet) to, cooperatively and in good faith, jointly evaluate the use of any such fiber and (ii) thereafter, FRONTIER approves the use of such fiber, which approval shall not be unreasonably withheld or delayed. QWEST agrees that, to the extent possible in light of the fiber already incorporated in Segments that have been constructed, in whole or in part, prior to the date hereof and the availability and cost of the fiber of a particular type and manufacture hereafter, fiber utilized with respect to the loops, rings and regions of the QWEST System shall be of the same type and manufacture, as depicted in the fiber deployment diagram set forth in Exhibit DE-1 hereto, respectivelyindicating the type of fiber QWEST currently plans to use in each such Segment. Any deviation from the planned fiber use set forth in the diagram must be approved by FRONTIER, which approval shall not be unreasonably withheld or delayed. 3.2 Subject to extension for delays described in Article XX, QWEST shall complete at QWEST's sole cost and expense, all construction, installation, and satisfactory Fiber Acceptance Testing (as defined in Section 4.1) of each of the Segments, including the provision of such Regeneration Facilities on such Segment as are required to be provided pursuant to Section 7.2(a), by the applicable "Estimated Delivery Date" (as defined in Section 33.1(d)) respecting such Segment. 3.3 Subject to the provisions of Sections 1.2 and 1.3, Except as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof)may be provided herein, QWEST shall performshall, in accordance with at QWEST's standard engineering practicessole cost and expense, all necessary engineering, design and construction activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof. 3.4 Subject to the provisions of Sections 1.2 and 1.3, as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), QWEST shall perform, in accordance with QWEST's standard commercial practices and as deemed necessary or appropriate in QWEST's reasonable business judgment, all necessary right-of-way, easement and land acquisition activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof, free from interference by, or infringement of the rights of, third parties. 3.5 QWEST shall procure all materials to be incorporated in and to become a permanent part of the QWEST System, including, without limitation, the Regeneration Facilities required to be provided pursuant to Section 7.2(a). 3.4 QWEST shall, at QWEST's sole cost and expense, obtain all Underlying Rights and other rights, licenses, permits and authorizations as required pursuant to Article X hereof. 3.5 In support of QWEST's obligation to construct the QWEST System with respect hereunder, QWEST will provide, as a condition to FRONTIER's obligations hereunder, either (i) so long as the Surety Bond has not been delivered as provided in clause (ii) below, a guaranty up to a maximum aggregate amount of $175 millionby Anschutz Company in favor of FRONTIER of the payment obligations of QWEST under this Agreement pursuant to a Guaranty in the form of Exhibit L or (ii) six (6) surety bonds in favor of FRONTIER, each substantially in the form of and by the surety companies identified on Exhibit I hereto or such other companies rated "A" or better by Best's Key Rating Guide, which, in the aggregate, shall provide a total aggregate payment value of not less than $175 million (collectively, the "Surety Bond"), in each case clause (i) and (ii) over the entire construction period for all Segments to be delivered hereunder. 3.6 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall perform, at QWEST's sole cost and expense, substantially in accordance with its standard commercial practicesindustry standards and practices and as deemed necessary or appropriate in QWEST's reasonable business judgment, all supervisory and inspection services relating to the construction of Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof)QWEST System, including, without limitation: (a) Performing , performing construction inspection prior to completion of each such Segment inspections to assure that all construction shall be in accordance material compliance with the specifications, drawings, easement provisionsUnderlying Rights, provisions of this Agreement, and applicable governmental codes. WORLDCOM During the course of construction of each Segment, QWEST shall prepare and provide to FRONTIER construction schedule and progress reports every two weeks. FRONTIER shall have the right, but not the obligation, to inspect all right-of-way documents pertinent to each such Segment (to the extent that the terms construction of each such document permits disclosure to WORLDCOM)Segment, and including the installation, splicing and testing of the WORLDCOM FRONTIER Fiber incorporated in such Segments therein, during the course and at the time of the relevant design, construction and installation periods for each portion period. No inspection or failure to inspect by FRONTIER shall impair or invalidate any rights and remedies of such Segment. (b) Preparing bimonthly engineering progress reports and construction progress reportsFRONTIER under this Agreement or modify, amend or otherwise affect any of the representations, warranties, covenants or agreements of QWEST under this Agreement. 3.7 Upon WORLDCOMFRONTIER's written request, QWEST shall make available for inspection by WORLDCOM FRONTIER, at QWEST's offices, copies of all information, documents, agreements, reports, permits, drawings and specifications generated, obtained or acquired by QWEST in performing its duties pursuant to this Article III (that are material to grant of the IRUs to FRONTIER, including, without limitation, the Underlying Rights, subject only to the extent conditions that (i) the terms of each such document or the legal restrictions applicable to such information or document permits disclosure; provided that QWEST will use its ------------- best efforts (without requiring the expenditure of money) to obtain a waiver of any existing confidentiality and/or non-disclosure restrictions, and to WORLDCOM)exempt FRONTIER from subsequent confidentiality and/or non-disclosure restrictions, that would restrict QWEST's ability to make such documents and/or information available to FRONTIER for inspection; (ii) notwithstanding the existence or non- existence of such restrictions and/or waivers, QWEST may, in its sole discretion, redact portions of such documents it deems proprietary business terms prior to FRONTIER's inspection. No inspection or failure to inspect by FRONTIER shall impair or invalidate any rights and remedies of FRONTIER under this Agreement or modify, amend or otherwise affect any of the representations, warranties, covenants or agreements of QWEST under this Agreement. 3.8 Exhibit G ("Existing Regeneration Sites") sets forth QWEST shall use reasonable efforts to construct all of Segment 13C of the existing sites along Basic Route within the territorial confines of the United States, using its reasonable efforts and reasonably cooperating with FRONTIER to determine a construction method, including a powerline build or other alternative, in each case that would be reasonably cost effective within the overall QWEST System right-of-way at which regeneration facilities currently are located on that design. If, notwithstanding such efforts and cooperation, no such alternative construction method is mutually agreed upon, then QWEST may construct the portion of such Segment 3 between Santa Xxxxx and Salt Lake City. In the event that WORLDCOM desires to locate and construct or share regeneration facilities at any of such sites, or at any additional potential sites along the QWEST System that QWEST may make available, assuming (i) the availability of adequate and sufficient real property rights, space, and right-of-way access, and (ii) the receipt of all requisite permits, approvals and authorizations, either (A) QWEST shall grant to WORLDCOM an IRU for the purpose of permitting WORLDCOM to locate and construct regeneration facilities at such sites, or (B) if the parties desire to share regeneration facilities, and further assuming that the parties are able to agree upon the specific location, specifications and costs applicable thereto, QWEST and WORLDCOM shall enter into a separate Regeneration Sharing Agreement setting forth the terms and conditions with respect thereto. 3.9 Except for such portions of the Segments that are already so constructed, no aerial construction or installation of the Segments shall be allowed, except for discrete short pieces of Segments for which QWEST presents to WORLDCOM its proposed design for WORLDCOM's review and approval, which approval shall not be unreasonably withheld. 3.10 With the exception of those existing fibers on that portion of Segment 3 between Santa Clara, California and Roseville, California (which are Coming SNT-DS), all fiber included in the WORLDCOM Fibers and all fibers incorporated in the WORLDCOM Portland/Seattle System shall be Coming SNT-LS non-zero dispersion-shifted or equivalent, and shall meet or exceed the fiber specifications set forth as shown in Exhibit E. The fibers subject to the Optional QWEST IRU shall be the equivalent of Coming SMR-28. Wherever feasible, other than the Portland/U.P. Fibers, all such fibers shall be contained A-2 in discrete buffer tubes that are not shared with any other third partyMexico.

CONSTRUCTION OF THE QWEST SYSTEM. 3.1 To QWEST shall, at QWEST's sole cost and expense, be responsible for and shall effect the extent any Segment is design, engineering, installation, and construction of those portions of the QWEST System not completed already constructed as of the date hereof, subject hereof in accordance with the System Route (as it may be modified pursuant to the provisions of Sections 1.2 Section 1.1) and 1.3, as applicable, QWEST shall design, engineer, install, construct, and test the QWEST System comprised of such Segments on the terms and subject to the conditions set forth herein. 3.2 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall engineer and design Segments 4, 5 and 6 in conformity with (and any other Segment if and to the extent that conduit construction is not completed on the date hereofi) consistent with the construction specifications set forth in Exhibit BC, including (ii) industry standards and practices, and (iii) applicable Underlying Rights Requirements (as defined in Section 11.1). Such responsibilities shall include, without limitation, preparation of * MATERIAL HAS BEEN OMITTED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 15 construction drawings, bills of materials, materials specifications and materials requisitions. The specifications covering Except for the construction existing fibers on Segments 11A, 00X, 00X, 00X, 00X and testing of such Segments 12D (which are Corning SMF-DS) and any alternative fibers approved pursuant to the following sentence, all fiber included in the FRONTIER Fibers shall be as Corning SMF-LS non-zero dispersion-shifted or Lucent Technologies True Wave and shall meet or exceed the applicable fiber specifications set forth in Exhibit C E. QWEST may use alternative types of fiber equivalent to either of the aforementioned fibers; provided that (i) prior to any such use, QWEST meets with FRONTIER (and FRONTIER hereby agrees to so meet) to, cooperatively and in good faith, jointly evaluate the use of any such fiber and (ii) thereafter, FRONTIER approves the use of such fiber, which approval shall not be unreasonably withheld or delayed. QWEST agrees that, to the extent possible in light of the fiber already incorporated in Segments that have been constructed, in whole or in part, prior to the date hereof and the availability and cost of the fiber of a particular type and manufacture hereafter, fiber utilized with respect to the loops, rings and regions of the QWEST System shall be of the same type and manufacture, as depicted in the fiber deployment diagram set forth in Exhibit DE-1 hereto, respectivelyindicating the type of fiber QWEST currently plans to use in each such Segment. Any deviation from the planned fiber use set forth in the diagram must be approved by FRONTIER, which approval shall not be unreasonably withheld or delayed. 3.2 Subject to extension for delays described in Article XX, QWEST shall complete at QWEST's sole cost and expense, all construction, installation, and satisfactory Fiber Acceptance Testing (as defined in Section 4.1) of each of the Segments, including the provision of such Regeneration Facilities on such Segment as are required to be provided pursuant to Section 7.2(a), by the applicable "Estimated Delivery Date" (as defined in Section 33.1(d)) respecting such Segment. 3.3 Subject to the provisions of Sections 1.2 and 1.3, Except as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof)may be provided herein, QWEST shall performshall, in accordance with at QWEST's standard engineering practicessole cost and expense, all necessary engineering, design and construction activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof. 3.4 Subject to the provisions of Sections 1.2 and 1.3, as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), QWEST shall perform, in accordance with QWEST's standard commercial practices and as deemed necessary or appropriate in QWEST's reasonable business judgment, all necessary right-of-way, easement and land acquisition activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof, free from interference by, or infringement of the rights of, third parties. 3.5 QWEST shall procure all materials to be incorporated in and to become a permanent part of the QWEST System with respect to the Segments delivered hereunder. 3.6 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall perform, in accordance with its standard commercial practices, all supervisory and inspection services relating to the construction of Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof)System, including, without limitation: (a) Performing construction inspection prior , the Regeneration Facilities required to completion of each such Segment to assure that all construction shall be in accordance with the specifications, drawings, easement provisions, provisions of this Agreement, and applicable codes. WORLDCOM shall have the right, but not the obligation, to inspect all right-of-way documents pertinent to each such Segment (to the extent that the terms of each such document permits disclosure to WORLDCOM), and the installation, splicing and testing of the WORLDCOM Fiber incorporated in such Segments during the course and at the time of the relevant design, construction and installation periods for each portion of such Segment. (b) Preparing bimonthly engineering progress reports and construction progress reports. 3.7 Upon WORLDCOM's written request, QWEST shall make available for inspection by WORLDCOM copies of all information, documents, reports, permits, drawings and specifications generated, obtained or acquired by QWEST in performing its duties provided pursuant to this Article III (to the extent that the terms of each such document or the legal restrictions applicable to such information or document permits disclosure to WORLDCOMSection 7.2(a). 3.8 Exhibit G ("Existing Regeneration Sites") sets forth the existing sites along the 3.4 QWEST System right-of-way shall, at which regeneration facilities currently are located on that portion of Segment 3 between Santa Xxxxx QWEST's sole cost and Salt Lake City. In the event that WORLDCOM desires to locate expense, obtain all Underlying Rights and construct or share regeneration facilities at any of such sites, or at any additional potential sites along the QWEST System that QWEST may make available, assuming (i) the availability of adequate and sufficient real property other rights, spacelicenses, permits and right-of-way access, and (ii) the receipt of all requisite permits, approvals and authorizations, either (A) QWEST shall grant authorizations as required pursuant to WORLDCOM an IRU for the purpose of permitting WORLDCOM to locate and construct regeneration facilities at such sites, or (B) if the parties desire to share regeneration facilities, and further assuming that the parties are able to agree upon the specific location, specifications and costs applicable thereto, QWEST and WORLDCOM shall enter into a separate Regeneration Sharing Agreement setting forth the terms and conditions with respect theretoArticle X hereof. 3.9 Except for such portions of the Segments that are already so constructed, no aerial construction or installation of the Segments shall be allowed, except for discrete short pieces of Segments for which QWEST presents to WORLDCOM its proposed design for WORLDCOM's review and approval, which approval shall not be unreasonably withheld. 3.10 With the exception of those existing fibers on that portion of Segment 3 between Santa Clara, California and Roseville, California (which are Coming SNT-DS), all fiber included in the WORLDCOM Fibers and all fibers incorporated in the WORLDCOM Portland/Seattle System shall be Coming SNT-LS non-zero dispersion-shifted or equivalent, and shall meet or exceed the fiber specifications set forth in Exhibit E. The fibers subject to the Optional QWEST IRU shall be the equivalent of Coming SMR-28. Wherever feasible, other than the Portland/U.P. Fibers, all such fibers shall be contained in discrete buffer tubes that are not shared with any other third party.

CONSTRUCTION OF THE QWEST SYSTEM. 3.1 To QWEST shall, at QWEST's sole cost and expense, be responsible for and shall effect the extent any Segment is design, engineering, installation, and construction of those portions of the QWEST System not completed already constructed as of the date hereof, subject hereof in accordance with the System Route (as it may be modified pursuant to the provisions of Sections 1.2 Section 1.1) and 1.3, as applicable, QWEST shall design, engineer, install, construct, and test the QWEST System comprised of such Segments on the terms and subject to the conditions set forth herein. 3.2 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall engineer and design Segments 4, 5 and 6 in conformity with (and any other Segment if and to the extent that conduit construction is not completed on the date hereofi) consistent with the construction specifications set forth in Exhibit BC, including (ii) industry standards and practices, and (iii) applicable Underlying Rights Requirements (as defined in Section 11.1). Such responsibilities shall include, without limitation, preparation of construction drawings, bills of materials, materials specifications and materials requisitions. The specifications covering Except for the construction existing fibers on Segments 11A, 00X, 00X, 00X, 00X and testing of such Segments 12D (which are Corning SMF-DS) and any alternative fibers approved pursuant to the following sentence, all fiber included in the FRONTIER Fibers shall be as Corning SMF-LS non-zero dispersion-shifted or Lucent Technologies True Wave and shall meet or exceed the applicable fiber specifications set forth in Exhibit C E. QWEST may use alternative types of fiber equivalent to either of the aforementioned fibers; provided that (i) prior to any such use, QWEST meets with FRONTIER (and FRONTIER -------- ---- hereby agrees to so meet) to, cooperatively and in good faith, jointly evaluate the use of any such fiber and (ii) thereafter, FRONTIER approves the use of such fiber, which approval shall not be unreasonably withheld or delayed. QWEST agrees that, to the extent possible in light of the fiber already incorporated in Segments that have been constructed, in whole or in part, prior to the date hereof and the availability and cost of the fiber of a particular type and manufacture hereafter, fiber utilized with respect to the loops, rings and regions of the QWEST System shall be of the same type and manufacture, as depicted in the fiber deployment diagram set forth in Exhibit DE-1 hereto, respectivelyindicating the type of fiber QWEST currently plans to use in each such Segment. Any deviation from the planned fiber use set forth in the diagram must be approved by FRONTIER, which approval shall not be unreasonably withheld or delayed. * CONFIDENTIAL TREATMENT APPLIED FOR 3.2 Subject to extension for delays described in Article XX, QWEST shall complete at QWEST's sole cost and expense, all construction, installation, and satisfactory Fiber Acceptance Testing (as defined in Section 4.1) of each of the Segments, including the provision of such Regeneration Facilities on such Segment as are required to be provided pursuant to Section 7.2(a), by the applicable "Estimated Delivery Date" (as defined in Section 33.1(d)) respecting such Segment. 3.3 Subject to the provisions of Sections 1.2 and 1.3, Except as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof)may be provided herein, QWEST shall performshall, in accordance with at QWEST's standard engineering practicessole cost and expense, all necessary engineering, design and construction activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof. 3.4 Subject to the provisions of Sections 1.2 and 1.3, as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), QWEST shall perform, in accordance with QWEST's standard commercial practices and as deemed necessary or appropriate in QWEST's reasonable business judgment, all necessary right-of-way, easement and land acquisition activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof, free from interference by, or infringement of the rights of, third parties. 3.5 QWEST shall procure all materials to be incorporated in and to become a permanent part of the QWEST System, including, without limitation, the Regeneration Facilities required to be provided pursuant to Section 7.2(a). 3.4 QWEST shall, at QWEST's sole cost and expense, obtain all Underlying Rights and other rights, licenses, permits and authorizations as required pursuant to Article X hereof. 3.5 In support of QWEST's obligation to construct the QWEST System with respect hereunder, QWEST will provide, as a condition to FRONTIER's obligations hereunder, either (i) so long as the Surety Bond has not been delivered as provided in clause (ii) below, a guaranty up to a maximum aggregate amount of $ * by Anschutz Company in favor of FRONTIER of the payment obligations of QWEST under this Agreement pursuant to a Guaranty in the form of Exhibit L or (ii) six (6) surety bonds in favor of FRONTIER, each substantially in the form of and by the surety companies identified on Exhibit I hereto or such other companies rated "A" or better by Best's Key Rating Guide, which, in the aggregate, shall provide a total aggregate payment value of not less than $ * (collectively, the "Surety Bond"), in each case clause (i) and (ii) over the entire construction period for all Segments to be delivered hereunder. 3.6 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall perform, at QWEST's sole cost and expense, substantially in accordance with its standard commercial practicesindustry standards and practices and as deemed necessary or appropriate in QWEST's reasonable business judgment, all supervisory and inspection services relating to the construction of Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof)QWEST System, including, without limitation: (a) Performing , performing construction inspection prior to completion of each such Segment inspections to assure that all construction shall be in accordance material compliance with the specifications, drawings, easement provisionsUnderlying Rights, provisions of this Agreement, and applicable governmental codes. WORLDCOM During the course of construction of each Segment, QWEST shall prepare and provide to FRONTIER construction schedule and progress reports every two weeks. FRONTIER shall have the right, but not the obligation, to inspect all right-of-way documents pertinent to each such Segment (to the extent that the terms construction of each such document permits disclosure to WORLDCOM)Segment, and including the installation, splicing and testing of the WORLDCOM FRONTIER Fiber incorporated in such Segments therein, during the course and at the time of the relevant design, construction and installation periods for each portion period. No inspection or failure to inspect by FRONTIER shall impair or invalidate any rights and remedies of such Segment. (b) Preparing bimonthly engineering progress reports and construction progress reports.FRONTIER under this Agreement or modify, amend or otherwise affect any of the representations, warranties, covenants or agreements of QWEST under this Agreement. * CONFIDENTIAL TREATMENT APPLIED FOR 3.7 Upon WORLDCOMFRONTIER's written request, QWEST shall make available for inspection by WORLDCOM FRONTIER, at QWEST's offices, copies of all information, documents, agreements, reports, permits, drawings and specifications generated, obtained or acquired by QWEST in performing its duties pursuant to this Article III (that are material to grant of the IRUs to FRONTIER, including, without limitation, the Underlying Rights, subject only to the extent conditions that (i) the terms of each such document or the legal restrictions applicable to such information or document permits disclosure; provided that QWEST will use its ------------- best efforts (without requiring the expenditure of money) to obtain a waiver of any existing confidentiality and/or non-disclosure restrictions, and to WORLDCOM)exempt FRONTIER from subsequent confidentiality and/or non-disclosure restrictions, that would restrict QWEST's ability to make such documents and/or information available to FRONTIER for inspection; (ii) notwithstanding the existence or non- existence of such restrictions and/or waivers, QWEST may, in its sole discretion, redact portions of such documents it deems proprietary business terms prior to FRONTIER's inspection. No inspection or failure to inspect by FRONTIER shall impair or invalidate any rights and remedies of FRONTIER under this Agreement or modify, amend or otherwise affect any of the representations, warranties, covenants or agreements of QWEST under this Agreement. 3.8 Exhibit G ("Existing Regeneration Sites") sets forth QWEST shall use reasonable efforts to construct all of Segment 13C of the existing sites along Basic Route within the territorial confines of the United States, using its reasonable efforts and reasonably cooperating with FRONTIER to determine a construction method, including a powerline build or other alternative, in each case that would be reasonably cost effective within the overall QWEST System right-of-way at which regeneration facilities currently are located on that design. If, notwithstanding such efforts and cooperation, no such alternative construction method is mutually agreed upon, then QWEST may construct the portion of such Segment 3 between Santa Xxxxx and Salt Lake City. In the event that WORLDCOM desires to locate and construct or share regeneration facilities at any of such sites, or at any additional potential sites along the QWEST System that QWEST may make available, assuming (i) the availability of adequate and sufficient real property rights, space, and right-of-way access, and (ii) the receipt of all requisite permits, approvals and authorizations, either (A) QWEST shall grant to WORLDCOM an IRU for the purpose of permitting WORLDCOM to locate and construct regeneration facilities at such sites, or (B) if the parties desire to share regeneration facilities, and further assuming that the parties are able to agree upon the specific location, specifications and costs applicable thereto, QWEST and WORLDCOM shall enter into a separate Regeneration Sharing Agreement setting forth the terms and conditions with respect thereto. 3.9 Except for such portions of the Segments that are already so constructed, no aerial construction or installation of the Segments shall be allowed, except for discrete short pieces of Segments for which QWEST presents to WORLDCOM its proposed design for WORLDCOM's review and approval, which approval shall not be unreasonably withheld. 3.10 With the exception of those existing fibers on that portion of Segment 3 between Santa Clara, California and Roseville, California (which are Coming SNT-DS), all fiber included in the WORLDCOM Fibers and all fibers incorporated in the WORLDCOM Portland/Seattle System shall be Coming SNT-LS non-zero dispersion-shifted or equivalent, and shall meet or exceed the fiber specifications set forth as shown in Exhibit E. The fibers subject to the Optional QWEST IRU shall be the equivalent of Coming SMR-28. Wherever feasible, other than the Portland/U.P. Fibers, all such fibers shall be contained A-2 in discrete buffer tubes that are not shared with any other third partyMexico.

CONSTRUCTION OF THE QWEST SYSTEM. 3.1 To 3.01 QWEST shall, at QWEST's sole cost and expense, be responsible for and shall effect the extent any Segment is design, engineering, installation, and construction of those portions of the QWEST System not completed already constructed as of the date hereof, subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall design, engineer, install, construct, and test the QWEST System comprised of such Segments on the terms and subject to the conditions set forth herein. 3.2 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall engineer and design Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof) consistent hereof in accordance with the construction specifications set forth in Exhibit B, including preparation of construction drawingsindustry standards and practices, bills of materials, materials specifications and materials requisitionsapplicable Underlying Rights Requirements (as defined in Section 11.01). The specifications covering All fibers included in the construction and testing of such Segments BTI Fibers shall be as Lucent Technologies True Wave and shall meet or exceed the fiber specifications set forth in Exhibit C D. QWEST may use alternative types of fiber equivalent to the aforementioned fiber; provided that (a) prior to any such use, QWEST meets with BTI (and Exhibit DBTI hereby agrees to so meet) to, respectivelycooperatively and in good faith, jointly evaluate the use of any such fiber and (b) thereafter, BTI approves the use of such fiber, which approval shall not be unreasonably withheld or delayed. 3.3 3.02 Subject to the provisions of Sections 1.2 and 1.3, as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof)extension for delays described in Article 20, QWEST shall perform, in accordance with use reasonable commercial efforts to complete at QWEST's standard engineering practicessole cost and expense, all necessary engineeringconstruction, design installation, and construction activities necessary satisfactory Fiber Acceptance Testing (as defined in Section 4.01) of each of the Segments, including the provision of such Regeneration Facilities on such Segment as are required to installbe provided pursuant to Section 7.02, test and deliver by the WORLDCOM Fibers in accordance with the provisions hereofapplicable Estimated Delivery Date respecting such Segment. 3.4 Subject to the provisions of Sections 1.2 and 1.3, as applicable, with respect to Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), QWEST shall perform, in accordance with QWEST's standard commercial practices and as deemed necessary or appropriate in QWEST's reasonable business judgment, all necessary right-of-way, easement and land acquisition activities necessary to install, test and deliver the WORLDCOM Fibers in accordance with the provisions hereof, free from interference by, or infringement of the rights of, third parties. 3.5 QWEST shall procure all materials to be incorporated in and to become a permanent part of the QWEST System with respect to the Segments delivered hereunder. 3.6 Subject to the provisions of Sections 1.2 and 1.3, as applicable, QWEST shall perform, in accordance with its standard commercial practices, all supervisory and inspection services relating to the construction of Segments 4, 5 and 6 (and any other Segment if and to the extent that conduit construction is not completed on the date hereof), including, without limitation: (a) Performing construction inspection prior to completion of each such Segment to assure that all construction shall be in accordance with the specifications, drawings, easement provisions, provisions of this Agreement, and applicable codes. WORLDCOM 3.03 BTI shall have the right, but not the obligationupon written request, to inspect all right-of-way documents pertinent to each such Segment (to the extent that the terms of each such document permits disclosure to WORLDCOM)construction, and the installation, splicing and testing of the WORLDCOM Fiber incorporated in such Segments BTI Fibers during the course and at the time of the relevant design, construction and installation periods period as may be reasonably permitted by QWEST for each portion the purpose of such Segment. (b) Preparing bimonthly engineering progress reports and construction progress reports. 3.7 verifying conformity with the Construction Specifications set forth on Exhibit B. Upon WORLDCOMBTI's written request, QWEST shall make available for inspection by WORLDCOM BTI, at QWEST's offices, copies of all information, documents, IRU Agreements, reports, permits, drawings and specifications generated, obtained or acquired by QWEST in performing its duties pursuant to this Article III (3 that in QWEST's determination are material to the grant of the IRUs to BTI, including, without limitation, the Underlying Rights to the extent that the terms of each such document or the legal restrictions applicable to such information or document permits disclosure to WORLDCOM). 3.8 Exhibit G ("Existing Regeneration Sites") sets forth the existing sites along the QWEST System right-of-way at which regeneration facilities currently are located on that portion of Segment 3 between Santa Xxxxx and Salt Lake City. In the event that WORLDCOM desires to locate and construct or share regeneration facilities at any of such sites, or at any additional potential sites along the QWEST System that QWEST may make available, assuming (i) the availability of adequate and sufficient real property rights, space, and right-of-way access, and (ii) the receipt of all requisite permits, approvals and authorizations, either (A) QWEST shall grant to WORLDCOM an IRU for the purpose of permitting WORLDCOM to locate and construct regeneration facilities at such sites, or (B) if the parties desire to share regeneration facilities, and further assuming that the parties are able as may be redacted to agree upon the specific location, specifications protect disclosure of confidential business and costs applicable thereto, QWEST and WORLDCOM shall enter into a separate Regeneration Sharing Agreement setting forth the terms and conditions with respect theretoproprietary terms. 3.9 Except for such portions of the Segments that are already so constructed, no aerial construction or installation of the Segments shall be allowed, except for discrete short pieces of Segments for which QWEST presents to WORLDCOM its proposed design for WORLDCOM's review and approval, which approval shall not be unreasonably withheld. 3.10 With the exception of those existing fibers on that portion of Segment 3 between Santa Clara, California and Roseville, California (which are Coming SNT-DS), all fiber included in the WORLDCOM Fibers and all fibers incorporated in the WORLDCOM Portland/Seattle System shall be Coming SNT-LS non-zero dispersion-shifted or equivalent, and shall meet or exceed the fiber specifications set forth in Exhibit E. The fibers subject to the Optional QWEST IRU shall be the equivalent of Coming SMR-28. Wherever feasible, other than the Portland/U.P. Fibers, all such fibers shall be contained in discrete buffer tubes that are not shared with any other third party.