Common use of Obsolescence Clause in Contracts

Obsolescence. If the grantees of at least fifty percent (50%) of the fibers on the McLeodUSA Network containing the IRU Fibers deem the fiber to be functionally obsolete, then McLeodUSA may offer to IRU Grantee, on not less than one hundred twenty (120) days’ written notice, to substitute for the IRU Fibers on the McLeodUSA Network an equal number of alternative fibers along the same or an alternative route; provided that in any such event, such substitution (a) shall be without unreasonable interruption of service and use by the applicable party; (b) shall be constructed and tested in accordance with the applicable specifications; and (c) shall not adversely affect the use, operation or performance of the party’s network or business. IRU Grantee shall have the right to either accept the proposed substitute fibers or retain the IRU Fibers as initially configured pursuant to this Agreement, provided, however, that if IRU Grantee elects to retain the IRU Fibers as initially configured, McLeodUSA and IRU Grantee shall negotiate a new arrangement for the payment of the costs for maintaining such IRU Fibers, the costs associated with the Rights and all other costs of McLeodUSA relating to such IRU Fibers for the remainder of the Term. McLeodUSA shall provide IRU Grantee with such information as IRU Grantee may reasonably require in order to propose a new arrangement for payment of such costs prior to electing to accept or reject the proposed substitute fibers. In the event of a fiber substitution hereunder, all costs of such substitution, including, without limitation, all disconnect and reconnect costs, fees and expenses, shall be shared by the parties in the following order and amounts: (i) if the affected portion of the McLeodUSA Network includes any conduit other than the conduit housing the IRU Fibers, the total costs shall be allocated equally among all of the affected conduits; and (ii) the costs related to the conduit carrying the IRU Fibers plus the costs specifically related to the fibers within such conduit shall be allocated between IRU Grantee and McLeodUSA and other users based on IRU Grantee’s Proportionate Share. The foregoing notwithstanding, as a condition to paying its share of such fiber substitution costs, IRU Grantee shall be entitled to negotiate an extension to the Term of this Agreement for the reasonably anticipated useful life of the substitute fibers. Except as may be agreed by the parties, in the event of a substitution of fibers, the Term of the IRU shall not exceed twenty (20) years following the Effective Date.

Obsolescence. Section 6.5 of the Agreement is hereby deleted and replaced init entirety with the following: “If the grantees of at least fifty percent (50%) of the fibers on the McLeodUSA Network containing the IRU Fibers deem the fiber to be functionally obsolete, then McLeodUSA may offer to IRU Grantee, on not less than one hundred twenty (120) days’ written notice, to substitute for the IRU Fibers on the McLeodUSA Network an equal number of alternative fibers along the same or an alternative route; provided that in any such event, such substitution (a) shall be without unreasonable interruption of service and use by the applicable party; (b) shall be constructed and tested in accordance with the applicable specifications; and (c) shall not adversely affect the use, operation or performance of the party’s network or business. IRU Grantee shall have the right to either accept the proposed substitute fibers or retain the IRU Fibers as initially configured pursuant to this Agreement, provided, however, that if IRU Grantee elects to retain the IRU Fibers as initially configured, McLeodUSA and IRU Grantee shall negotiate a new arrangement for pays its remain Proportionate Share (depending on the payment number of the remaining users) of costs for maintaining such IRU Fibers, the Fibers and of costs associated with the Rights and all of any other costs of McLeodUSA relating to such IRU Fibers for the remainder of the Term. McLeodUSA shall provide IRU Grantee with such information as IRU Grantee may reasonably require in order to propose a new arrangement for payment determine the amount of such costs prior to electing to accept or reject the proposed substitute fibers. In the event of a fiber substitution hereunder, all costs of such substitution, including, without limitation, all disconnect and reconnect costs, fees and expenses, or other reasonable costs associated with the substitute fibers and the provision of the substitute fibers, costs of fiber, Rights, conduit (if applicable), and any other cost otherwise required to be borne by IRU Grantee under this Agreement shall be shared by the parties in the following order and amounts: (i) if the affected portion of the McLeodUSA Network includes any sheath/conduit other than the sheath/conduit housing the IRU Fibers, the total costs shall be allocated equally among all of the affected sheaths/conduits; and (ii) the costs related to the sheath/conduit carrying the IRU Fibers plus the costs specifically related to the fibers within such sheath/conduit shall be allocated between IRU Grantee and McLeodUSA and other users others based on IRU Grantee’s Proportionate Share. The foregoing notwithstanding, as a condition to paying its share of such fiber substitution costs, IRU Grantee shall be entitled to negotiate an extension to the Term of this Agreement for the reasonably anticipated useful life of the substitute fibers. Except as may be agreed by the parties, in the event of a substitution of fibers, the substitute fibers shall be subject to the same acceptance procedures as the original fibers being granted hereunder and the Term of the IRU shall not exceed twenty (20) years following the Effective DateDate for the substitute fibers.”

Obsolescence. If the grantees of at least fifty percent (50%) of the fibers on the McLeodUSA Network containing the IRU Fibers deem the fiber to be functionally obsolete, then McLeodUSA may offer to IRU Grantee, on not less than one hundred twenty (120) days’ written notice, to substitute for the IRU Fibers on the McLeodUSA Network an equal number of alternative fibers along the same or an alternative route; provided that in any such event, such substitution (a) shall be without unreasonable interruption of service and use by the applicable party; (b) shall be constructed and tested in accordance with the applicable specifications; and (c) shall not adversely affect the use, operation or performance of the party’s network or business. IRU Grantee shall have the right to either accept the proposed substitute fibers or retain the IRU Fibers as initially configured pursuant to this Agreement, provided, however, that if IRU Grantee elects to retain the IRU Fibers as initially configured, McLeodUSA XxXxxxXXX and IRU Grantee shall negotiate a new arrangement for the payment of the costs for maintaining such IRU Fibers, the costs associated with the Rights and all other costs of McLeodUSA XxXxxxXXX relating to such IRU Fibers for the remainder of the Term. McLeodUSA XxXxxxXXX shall provide IRU Grantee with such information as IRU Grantee may reasonably require in order to propose a new arrangement for payment of such costs prior to electing to accept or reject the proposed substitute fibers. In the event of a fiber substitution hereunder, all costs of such substitution, including, without limitation, all disconnect and reconnect costs, fees and expenses, shall be shared by the parties in the following order and amounts: (i) if the affected portion of the McLeodUSA Network includes any conduit other than the conduit housing the IRU Fibers, the total costs shall be allocated equally among all of the affected conduits; and (ii) the costs related to the conduit carrying the IRU Fibers plus the costs specifically related to the fibers within such conduit shall be allocated between IRU Grantee and McLeodUSA XxXxxxXXX and other users based on IRU Grantee’s Proportionate Share. The foregoing notwithstanding, as a condition to paying its share of such fiber substitution costs, IRU Grantee shall be entitled to negotiate an extension to the Term of this Agreement for the reasonably anticipated useful life of the substitute fibers. Except as may be agreed by the parties, in the event of a substitution of fibers, the Term of the IRU shall not exceed twenty (20) years following the Effective Date.

Obsolescence. If In the grantees of at least fifty percent (50%) of the fibers on the McLeodUSA Network containing the IRU Fibers deem the fiber to be functionally obsolete, then McLeodUSA may offer to IRU Grantee, on not less than one hundred twenty (120) days’ written notice, to substitute for the IRU Fibers on the McLeodUSA Network an equal number of alternative fibers along the same or an alternative route; provided event that in any such event, such substitution (a) shall be without unreasonable interruption of service and use DIRECTV System Component purchased by the applicable party; (b) shall be constructed and tested in accordance with the applicable specifications; and (c) shall not adversely affect the use, operation or performance of the party’s network or business. IRU Grantee shall have the right to either accept the proposed substitute fibers or retain the IRU Fibers as initially configured Contractor pursuant to this AgreementExhibit 3.i. becomes immediately obsolete pursuant to DIRECTV’s written directive and Contractor is prohibited from further deployment in the field, provided, however, DIRECTV shall reimburse Contractor its actual cost for each such Component that if IRU Grantee elects had been purchased and paid for by Contractor that is then returned to retain the IRU Fibers as initially configured, McLeodUSA and IRU Grantee shall negotiate a new arrangement DIRECTV (shipping to be paid for the payment of the costs for maintaining such IRU Fibers, the costs associated with the Rights and all other costs of McLeodUSA relating to such IRU Fibers for the remainder of the Term. McLeodUSA shall provide IRU Grantee with such information as IRU Grantee may reasonably require in order to propose a new arrangement for payment of such costs prior to electing to accept or reject the proposed substitute fibersby DIRECTV). In the event of a fiber substitution hereunderthat DIRECTV provides Contractor no less than ***** days to consume all soon to be obsolete DIRECTV System Components as identified by DIRECTV, all costs of however, such substitution, including, without limitation, all disconnect and reconnect costs, fees and expenses, DIRECTV System Components shall not be shared reimbursed for by the parties DIRECTV if any such now-obsolete Component is still on-hand after this ***** day consumption period. Extensions to this *****-day consumption period may be granted by DIRECTV in writing in the following order and amounts: (ievent that the System Component(s) if the affected portion of the McLeodUSA Network includes any conduit other than the conduit housing the IRU Fibers, the total costs shall be allocated equally among all of the affected conduits; and (ii) the costs related to the conduit carrying the IRU Fibers plus the costs specifically related to the fibers within such conduit shall be allocated between IRU Grantee and McLeodUSA and other users in question could not have been reasonably consumed by Contractor based on IRU Grantee’s Proportionate Sharethe volume of applicable Work Orders provided by DIRECTV during the *****-day consumption period. The foregoing notwithstanding, as a condition to paying its share of such fiber substitution costs, IRU Grantee shall be entitled to negotiate an extension to the Term of this Agreement for the reasonably anticipated useful life of the substitute fibers. Except as may be agreed by the partiesSimilarly, in the event of a substitution of fibersComponent recall by the Component manufacturer whereby DIRECTV instructs Contractor to retrieve previously deployed Components (within a unique Work Order type), DIRECTV shall replace, at no cost to Contractor, each such recalled Component timely returned to DIRECTV per its return procedures on a one-for-one basis. If and when a certain DIRECTV System Component becomes obsolete or may otherwise no longer be deployed, to the Term of extent that Contractor has in its possession obsolete units, Contractor must engage DIRECTV authorized scrap materials vendor(s), as shall be identified in the IRU shall not exceed twenty P&P, for proper disposal. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (20THE “COMMISSION”) years following the Effective DatePURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Obsolescence. Section 6.5 of the Agreement is hereby deleted and replaced init entirety with the following: “If the grantees of at least fifty percent (50%) of the fibers on the McLeodUSA Network containing the IRU Fibers deem the fiber to be functionally obsolete, then McLeodUSA XxXxxxXXX may offer to IRU GranteeXXX Xxxxxxx, on not less than one hundred twenty (120) days’ written notice, to substitute for the IRU Fibers on the McLeodUSA Network an equal number of alternative fibers along the same or an alternative route; provided that in any such event, such substitution (a) shall be without unreasonable interruption of service and use by the applicable party; (b) shall be constructed and tested in accordance with the applicable specifications; and (c) shall not adversely affect the use, operation or performance of the party’s network or business. IRU Grantee shall have the right to either accept the proposed substitute fibers or retain the IRU Fibers as initially configured pursuant to this Agreement, provided, however, that if IRU Grantee elects to retain the IRU Fibers as initially configured, McLeodUSA and IRU Grantee shall negotiate a new arrangement for pays its remain Proportionate Share (depending on the payment number of the remaining users) of costs for maintaining such IRU Fibers, the Fibers and of costs associated with the Rights and all of any other costs of McLeodUSA relating to such IRU Fibers for the remainder of the Term. McLeodUSA shall provide IRU Grantee with such information as IRU Grantee may reasonably require in order to propose a new arrangement for payment determine the amount of such costs prior to electing to accept or reject the proposed substitute fibers. In the event of a fiber substitution hereunder, all costs of such substitution, including, without limitation, all disconnect and reconnect costs, fees and expenses, or other reasonable costs associated with the substitute fibers and the provision of the substitute fibers, costs of fiber, Rights, conduit (if applicable), and any other cost otherwise required to be borne by IRU Grantee under this Agreement shall be shared by the parties in the following order and amounts: (i) if the affected portion of the McLeodUSA Network includes any sheath/conduit other than the sheath/conduit housing the IRU Fibers, the total costs shall be allocated equally among all of the affected sheaths/conduits; and (ii) the costs related to the sheath/conduit carrying the IRU Fibers plus the costs specifically related to the fibers within such sheath/conduit shall be allocated between IRU Grantee and McLeodUSA XxXxxxXXX and other users others based on IRU Grantee’s Proportionate Share. The foregoing notwithstanding, as a condition to paying its share of such fiber substitution costs, IRU Grantee shall be entitled to negotiate an extension to the Term of this Agreement for the reasonably anticipated useful life of the substitute fibers. Except as may be agreed by the parties, in the event of a substitution of fibers, the substitute fibers shall be subject to the same acceptance procedures as the original fibers being granted hereunder and the Term of the IRU shall not exceed twenty (20) years following the Effective DateDate for the substitute fibers.”