Common use of USE OF QWEST SYSTEM Clause in Contracts

USE OF QWEST SYSTEM. 11.1 The requirements, restrictions, and/or limitations upon FRONTIER's right to use the FRONTIER Fibers and Associated Property as provided and permitted under this Agreement imposed under, and associated safety, operational and other rules and regulations imposed in connection with, the Underlying Rights are referred to collectively as the "Underlying Rights Requirements." QWEST represents and warrants that, it has made available to FRONTIER for its review and inspection a copy of certain documents, agreements, or instruments pursuant to which QWEST has been granted an Underlying Right as of the date hereof (the "Existing Underlying Rights"), and certain associated safety, operational and other rules and regulations imposed in connection with the exercise of its rights thereunder (all of which are identified on Exhibit J hereto). FRONTIER hereby accepts the Existing Underlying Rights and the Underlying Rights Requirements associated therewith. QWEST represents that it is not in default under any of the Existing Underlying Rights that would permit the grantor of such Underlying Right to terminate such Underlying Right prior to its stated expiration date, or would otherwise materially, adversely impair or affect FRONTIER's ability to use the FRONTIER Fibers and Associated Property, or exercise its rights with respect thereto, as provided and permitted hereunder, and, to the best of its knowledge, none of the grantors are in default under the Existing Underlying Rights. With respect to each Underlying Right (other than the Existing Underlying Rights) obtained after the date hereof by QWEST (or an Underlying Right existing on the date hereof under any document, agreement or instrument delivered after the date hereof) in carrying out its obligations hereunder from the same type of grantor as a grantor of any Existing Underlying Right, QWEST represents and warrants that the terms and conditions thereof, and rules and regulations imposed in connection therewith, shall not impose materially more onerous limitations and restrictions on the rights of FRONTIER to use the FRONTIER Fibers and Associated Property as permitted and provided hereunder than those imposed by such type of grantor under and in connection with the Existing Underlying Rights and Underlying Rights Requirements associated therewith. To the extent that any such Underlying Right documents, agreements or instruments were or hereafter are provided in a redacted format to protect confidential and proprietary business terms, QWEST represents and warrants that no language or information so redacted constitutes an Underlying Rights Requirement nor otherwise imposes material requirements, restrictions and/or limitations upon FRONTIER's right to use the FRONTIER Fibers and Associated Property as provided and permitted hereunder. QWEST represents to FRONTIER that the map heretofore provided to FRONTIER delineating the general location of rights of way, easements and other rights held by QWEST under the principal agreements evidencing the Existing Underlying Rights is a true and complete depiction, in all material respects, with respect to the general location of such Existing Underlying Rights that relate to the FRONTIER Fibers to be installed along the QWEST System as contemplated by this Agreement. 11.2 FRONTIER represents, warrants and covenants that it will use the FRONTIER Fibers and Associated Property in compliance with (i) all applicable government codes, ordinances, laws, rules, regulations and/or restrictions, and (ii) subject to QWEST's obligations under Section 11.1, the Underlying Rights Requirements. 11.3 In addition to the other rights provided hereunder, but subject to the provisions of Article VII, the IRUs granted hereunder shall include the right at FRONTIER's cost to install additional equipment, or replace existing equipment, in the facility space provided to FRONTIER pursuant to Article VII, subject to the Underlying Rights Requirements. 11.4 QWEST agrees and acknowledges that it has no right to use the FRONTIER Fibers during the Term hereof, and that, from and after the effective date of the grant of each IRU hereunder, QWEST shall keep the FRONTIER Fibers, the Associated Property and the IRUs granted hereunder (other than any Associated Property (excluding any Associated Property that may be covered by the Pre-Existing Cal-Fiber Lien as to which QWEST agrees to use its best efforts to provide a nondisturbance agreement substantially to the effect described in the next sentence) as to which QWEST shall have provided to FRONTIER a nondisturbance agreement substantially to the effect as described in the next sentence) free from (i) any liens of any third party attributable to QWEST, and (ii) any rights or claims of any third party attributable to QWEST, as and to the extent required pursuant to Article X hereof. In addition, QWEST agrees that, from and after the execution of this Agreement and until the effective date of the grant of each IRU hereunder with respect to any Segment, it shall obtain from any entity in favor of which QWEST in its discretion shall have granted a security interest or lien on all or part of such Segment (excluding the Pre-Existing Cal-Fiber Lien) a written nondisturbance agreement substantially to the effect that such lienholder acknowledges FRONTIER's rights and interests in and to the FRONTIER Fibers, the Associated Property and the IRU's hereunder and agrees that the same shall not be diminished, disturbed, impaired or interfered with by such lienholder. 11.5 Subject to the provisions of Article XXV and this Article XI, FRONTIER may use the FRONTIER Fibers, the Associated Property and the IRUs for any lawful telecommunications purpose. For purposes of this Section 11.5 "telecommunications" shall have the meaning as used and interpreted in 47 U.S.C. ' 153(2)(43). FRONTIER agrees and acknowledges that it has no right to use any of the fibers, other than the FRONTIER Fibers, included in the Cable or otherwise incorporated in the QWEST System, and that FRONTIER shall keep any and all of the QWEST System, other than the IRU in the FRONTIER Fibers or in the Associated Property, free from any liens, rights or claims of any third party attributable to FRONTIER.

USE OF QWEST SYSTEM. 11.1 The requirements, restrictions, and/or limitations upon FRONTIERGTE's right to use the FRONTIER GTE Fibers and Associated Property as provided and permitted under this Agreement imposed under, and associated safety, operational and other rules and regulations imposed in connection with, the Underlying Rights are referred to collectively as the "Underlying Rights Requirements." QWEST represents and warrants that, it has made available to FRONTIER GTE for its review and inspection a copy of certain documents, agreements, or instruments pursuant to which QWEST has been granted an Underlying Right as of the date hereof (the "Existing Underlying Rights"), and certain associated safety, operational and other rules and regulations imposed in connection with the exercise of its rights thereunder (all of which are identified on Exhibit J I hereto). FRONTIER GTE hereby accepts the Existing Underlying Rights and the Underlying Rights Requirements associated therewith. QWEST represents that it is not in default under any of the Existing Underlying Rights that would permit the grantor of such Underlying Right to terminate such Underlying Right prior to its stated expiration date, or would otherwise materially, adversely impair or affect FRONTIERGTE's ability to use the FRONTIER GTE Fibers and Associated Property, or exercise its rights with respect thereto, as provided and permitted hereunder, and, to the best of its knowledge, none of the grantors are in default under the Existing Underlying Rights. With respect to each Underlying Right (other than the Existing Underlying Rights) obtained after the date hereof by QWEST (or an Underlying Right existing on the date hereof under any document, agreement or instrument delivered after the date hereof) in carrying out its obligations hereunder from the same type of grantor as a grantor of any Existing Underlying Right, QWEST represents and warrants that the terms and conditions thereof, and rules and regulations imposed in connection therewith, shall not impose materially more onerous limitations and restrictions on the rights of FRONTIER GTE to use the FRONTIER GTE Fibers and Associated Property as permitted and provided hereunder than those imposed by such type of grantor under and in connection with the Existing Underlying Rights and Underlying Rights Requirements associated therewith. To the extent that any such Underlying Right documents, agreements or instruments were or hereafter are provided in a redacted format to protect confidential and proprietary business terms, QWEST represents and warrants that no language or information so redacted constitutes an Underlying Rights Requirement nor otherwise imposes material requirements, restrictions and/or limitations upon FRONTIERGTE's right to use the FRONTIER GTE Fibers and Associated Property as provided and permitted hereunder. QWEST represents to FRONTIER GTE that the map heretofore provided to FRONTIER GTE delineating the general location of rights of way, easements and other rights held by QWEST under the principal agreements evidencing the Existing Underlying Rights is a true and complete depiction, in all material respects, with respect to the general location of such Existing Underlying Rights that relate to the FRONTIER Fibers to be installed along the QWEST System as contemplated by this Agreement. 11.2 FRONTIER represents, warrants and covenants that it will use the FRONTIER Fibers and Associated Property in compliance with (i) all applicable government codes, ordinances, laws, rules, regulations and/or restrictions, and (ii) subject to QWEST's obligations under Section 11.1, the Underlying Rights Requirements. 11.3 In addition to the other rights provided hereunder, but subject to the provisions of Article VII, the IRUs granted hereunder shall include the right at FRONTIER's cost to install additional equipment, or replace existing equipment, in the facility space provided to FRONTIER pursuant to Article VII, subject to the Underlying Rights Requirements. 11.4 QWEST agrees and acknowledges that it has no right to use the FRONTIER Fibers during the Term hereof, and that, from and after the effective date of the grant of each IRU hereunder, QWEST shall keep the FRONTIER Fibers, the Associated Property and the IRUs granted hereunder (other than any Associated Property (excluding any Associated Property that may be covered by the Pre-Existing Cal-Fiber Lien as to which QWEST agrees to use its best efforts to provide a nondisturbance agreement substantially to the effect described in the next sentence) as to which QWEST shall have provided to FRONTIER a nondisturbance agreement substantially to the effect as described in the next sentence) free from (i) any liens of any third party attributable to QWEST, and (ii) any rights or claims of any third party attributable to QWEST, as and to the extent required pursuant to Article X hereof. In addition, QWEST agrees that, from and after the execution of this Agreement and until the effective date of the grant of each IRU hereunder with respect to any Segment, it shall obtain from any entity in favor of which QWEST in its discretion shall have granted a security interest or lien on all or part of such Segment (excluding the Pre-Existing Cal-Fiber Lien) a written nondisturbance agreement substantially to the effect that such lienholder acknowledges FRONTIER's rights and interests in and to the FRONTIER Fibers, the Associated Property and the IRU's hereunder and agrees that the same shall not be diminished, disturbed, impaired or interfered with by such lienholder. 11.5 Subject to the provisions of Article XXV and this Article XI, FRONTIER may use the FRONTIER Fibers, the Associated Property and the IRUs for any lawful telecommunications purpose. For purposes of this Section 11.5 "telecommunications" shall have the meaning as used and interpreted in 47 U.S.C. ' 153(2)(43). FRONTIER agrees and acknowledges that it has no right to use any of the fibers, other than the FRONTIER Fibers, included in the Cable or otherwise incorporated in the QWEST System, and that FRONTIER shall keep any and all of the QWEST System, other than the IRU in the FRONTIER Fibers or in the Associated Property, free from any liens, rights or claims of any third party attributable to FRONTIER.general

USE OF QWEST SYSTEM. 11.1 11.01 The requirements, restrictions, and/or limitations upon FRONTIERBTI's right to use the FRONTIER BTI Fibers and Associated Property as provided and permitted under this IRU Agreement imposed under, and associated safety, operational and other rules and regulations imposed in connection with, the Underlying Rights are referred to collectively as the "Underlying Rights Requirements." QWEST represents and warrants that, it has made available to FRONTIER for its review and inspection a copy of certain documents, agreements, or instruments pursuant to which QWEST has been granted an Underlying Right as of the date hereof (the "Existing Underlying Rights"), and certain associated safety, operational and other rules and regulations imposed in connection with the exercise of its rights thereunder (all of which are identified on Exhibit J hereto). FRONTIER hereby accepts the Existing Underlying Rights and the Underlying Rights Requirements associated therewith. QWEST represents that it is not in default under any of the Existing Underlying Rights that would permit the grantor of such Underlying Right to terminate such Underlying Right prior to its stated expiration date, or would otherwise materially, adversely impair or affect FRONTIER's ability to use the FRONTIER Fibers and Associated Property, or exercise its rights with respect thereto, as provided and permitted hereunder, and, to the best of its knowledge, none of the grantors are in default under the Existing Underlying Rights. With respect to each Underlying Right (other than the Existing Underlying Rights) obtained after the date hereof by QWEST (or an Underlying Right existing on the date hereof under any document, agreement or instrument delivered after the date hereof) in carrying out its obligations hereunder from the same type of grantor as a grantor of any Existing Underlying Right, QWEST represents and warrants that the terms and conditions thereof, and rules and regulations imposed in connection therewith, shall not impose materially more onerous limitations and restrictions on the rights of FRONTIER to use the FRONTIER Fibers and Associated Property as permitted and provided hereunder than those imposed by such type of grantor under and in connection with the Existing Underlying Rights and Underlying Rights Requirements associated therewith. To the extent that any such Underlying Right documents, agreements or instruments were or hereafter are provided in a redacted format to protect confidential and proprietary business terms, QWEST represents and warrants that no language or information so redacted constitutes an Underlying Rights Requirement nor otherwise imposes material requirements, restrictions and/or limitations upon FRONTIER's right to use the FRONTIER Fibers and Associated Property as provided and permitted hereunder. QWEST represents to FRONTIER that the map heretofore provided to FRONTIER delineating the general location of rights of way, easements and other rights held by QWEST under the principal agreements evidencing the Existing Underlying Rights is a true and complete depiction, in all material respects, with respect to the general location of such Existing Underlying Rights that relate to the FRONTIER Fibers to be installed along the QWEST System as contemplated by this Agreement. 11.2 FRONTIER 11.02 BTI represents, warrants and covenants that it will use the FRONTIER BTI Fibers and Associated Property in compliance with (i) and subject to the Underlying Rights Requirements and all applicable government codes, ordinances, laws, rules, regulations and/or restrictions, rules and (ii) subject to QWEST's obligations under Section 11.1, the Underlying Rights Requirementsregulations. 11.3 In addition to the other rights provided hereunder, but subject to the provisions of Article VII, the 11.03 The IRUs granted hereunder shall include the right at FRONTIERBTI's cost to install additional equipment, or replace existing equipment, in the facility space provided to FRONTIER BTI pursuant to Article VII7, subject to the provisions of Article 7 and the Underlying Rights Requirements. 11.4 11.04 QWEST agrees and acknowledges that it has no right to use the FRONTIER BTI Fibers during the Term hereof, and that, from and after the effective date of the grant of each IRU hereunder, QWEST shall keep the FRONTIER Fibers, BTI Fibers and BTI's IRU in the Associated Property and the IRUs granted hereunder (other than any Associated Property (excluding any Associated Property that may be covered by the Pre-Existing Cal-Fiber Lien as to which QWEST agrees to use its best efforts to provide a nondisturbance agreement substantially to the effect described in the next sentence) as to which QWEST shall have provided to FRONTIER BTI a nondisturbance agreement IRU Agreement substantially to the effect as described in the next sentence) free from (ia) any liens of any third party attributable to QWEST, and (iib) any rights or claims of any third party attributable to QWEST, as and to the extent required pursuant to Article X 10 hereof. In additionAs provided in the previous sentence, QWEST agrees that, from and after the execution of this Agreement and until the effective date of the grant of each IRU hereunder with respect to any Segment, it shall obtain from any entity in favor of which QWEST in its discretion shall have granted after the date hereof a security interest or lien on all or part of such Segment (excluding the Pre-Existing Cal-Fiber Lien) a written nondisturbance agreement IRU Agreement substantially to the effect that such lienholder acknowledges FRONTIERBTI's rights and interests in and to the FRONTIER BTI Fibers, the Associated Property and the IRU's IRUs hereunder and agrees that the same shall not be diminished, disturbed, impaired or interfered with in any adverse respect by such lienholder. 11.5 11.05 Subject to the provisions of Article XXV 22 and this Article XI11, FRONTIER BTI may use the FRONTIER BTI Fibers, the Associated Property and the IRUs for any lawful telecommunications purpose. For purposes of this Section 11.5 "telecommunications" shall have the meaning as used and interpreted in 47 U.S.C. ' 153(2)(43). FRONTIER BTI agrees and acknowledges that it has no right to use any of the fibers, other than the FRONTIER BTI Fibers, included in the Cable or otherwise incorporated in the QWEST System, and that FRONTIER BTI shall keep any and all of the QWEST System, other than the IRU granted to BTI in the FRONTIER BTI Fibers and BTI's interest in Associated Property (provided BTI shall have provided QWEST a nondisturbance IRU Agreement substantially to the effect that any lienholder of such interest acknowledges QWEST's and other present or future participants' interests and rights in and to the Associated PropertyProperty and agrees that the same shall not be diminished, disturbed, impaired or interfered with in any adverse respect by- such lienholder) free from any liens, rights or claims of any third party attributable to FRONTIERBTI. 11.06 BTI and QWEST shall promptly notify each other of any matters pertaining to, or the occurrence (or impending occurrence) of, any event which would be reasonably likely to give rise to any damage or impending damage to or loss of the QWEST System that are known to such party. 11.07 BTI shall not use the BTI Fibers in a way which physically interferes in any way with or adversely affects the use of the fibers or Cable of any other person using the QWEST System, it being expressly acknowledged that the QWEST System includes or will include other participants, including QWEST and other owners and holders of Dark Fiber IRUs or other interests and telecommunication system operations. QWEST shall not use any other fibers in the QWEST System in a way which physically interferes with or adversely affects the use of the BTI Fibers, and shall obtain a similar IRU Agreement from any person that acquires the right to use fibers in the QWEST System after the date hereof. 11.08 BTI and QWEST each agree to cooperate with and support the other in complying with any requirements applicable to their respective rights and obligations hereunder by any governmental or regulatory agency or authority.

USE OF QWEST SYSTEM. 11.1 The requirements, restrictions, and/or limitations upon FRONTIER's right to use the FRONTIER Fibers and Associated Property as provided and permitted under this Agreement imposed under, and associated safety, operational and other rules and regulations imposed in connection with, the Underlying Rights are referred to collectively as the "Underlying Rights Requirements." QWEST represents and warrants that, it has made available to FRONTIER for its review and inspection a copy of certain documents, agreements, or instruments pursuant to which QWEST has been granted an Underlying Right as of the date hereof (the "Existing Underlying Rights"), and certain associated safety, operational and other rules and regulations imposed in connection with the exercise of its rights thereunder (all of which are identified on Exhibit J hereto). FRONTIER hereby accepts the 33 Existing Underlying Rights and the Underlying Rights Requirements associated therewith. QWEST represents that it is not in default under any of the Existing Underlying Rights that would permit the grantor of such Underlying Right to terminate such Underlying Right prior to its stated expiration date, or would otherwise materially, adversely impair or affect FRONTIER's ability to use the FRONTIER Fibers and Associated Property, or exercise its rights with respect thereto, as provided and permitted hereunder, and, to the best of its knowledge, none of the grantors are in default under the Existing Underlying Rights. With respect to each Underlying Right (other than the Existing Underlying Rights) obtained after the date hereof by QWEST (or an Underlying Right existing on the date hereof under any document, agreement or instrument delivered after the date hereof) in carrying out its obligations hereunder from the same type of grantor as a grantor of any Existing Underlying Right, QWEST represents and warrants that the terms and conditions thereof, and rules and regulations imposed in connection therewith, shall not impose materially more onerous limitations and restrictions on the rights of FRONTIER to use the FRONTIER Fibers and Associated Property as permitted and provided hereunder than those imposed by such type of grantor under and in connection with the Existing Underlying Rights and Underlying Rights Requirements associated therewith. To the extent that any such Underlying Right documents, agreements or instruments were or hereafter are provided in a redacted format to protect confidential and proprietary business terms, QWEST represents and warrants that no language or information so redacted constitutes an Underlying Rights Requirement nor otherwise imposes material requirements, restrictions and/or limitations upon FRONTIER's right to use the FRONTIER Fibers and Associated Property as provided and permitted hereunder. QWEST represents to FRONTIER that the map heretofore provided to FRONTIER delineating the general location of rights of way, easements and other rights held by QWEST under the principal agreements evidencing the Existing Underlying Rights is a true and complete depiction, in all material respects, with respect to the general location of such Existing Underlying Rights that relate to the FRONTIER Fibers to be installed along the QWEST System as contemplated by this Agreement. 11.2 FRONTIER represents, warrants and covenants that it will use the FRONTIER Fibers and Associated Property in compliance with (i) all applicable government codes, ordinances, laws, rules, regulations and/or restrictions, and (ii) subject to QWEST's obligations under Section 11.1, the Underlying Rights Requirements. 11.3 In addition to the other rights provided hereunder, but subject to the provisions of Article VII, the IRUs granted hereunder shall include the right at FRONTIER's cost to install additional equipment, or replace existing equipment, in the facility space provided to FRONTIER pursuant to Article VII, subject to the Underlying Rights Requirements. 11.4 QWEST agrees and acknowledges that it has no right to use the FRONTIER Fibers during the Term hereof, and that, from and after the effective date of the grant of each IRU hereunder, QWEST shall keep the FRONTIER Fibers, the Associated Property and the IRUs granted hereunder (other than any Associated Property (excluding any Associated Property that may be covered by the Pre-Existing Cal-Fiber Lien as to which QWEST agrees to use its best efforts to provide a nondisturbance agreement substantially to the effect described in the next sentence) as to which QWEST shall have provided to FRONTIER a nondisturbance agreement substantially to the effect as described in the next sentence) free from (i) any liens of any third party attributable to QWEST, and (ii) any rights or claims of any third party attributable to QWEST, as and to the extent required pursuant to Article X hereof. In addition, QWEST agrees that, from and after the execution of this Agreement and until the effective date of the grant of each IRU hereunder with respect to any Segment, it shall obtain from any entity in favor of which QWEST in its discretion shall have granted a security interest or lien on all or part of such Segment (excluding the Pre-Existing Cal-Fiber Lien) a written nondisturbance agreement substantially to the effect that such lienholder acknowledges FRONTIER's rights and interests in and to the FRONTIER Fibers, the Associated Property and the IRU's hereunder and agrees that the same shall not be diminished, disturbed, impaired or interfered with by such lienholder. 11.5 Subject to the provisions of Article XXV and this Article XI, FRONTIER may use the FRONTIER Fibers, the Associated Property and the IRUs for any lawful telecommunications purpose. For purposes of this Section 11.5 "telecommunications" shall have the meaning as used and interpreted in 47 U.S.C. ' 153(2)(43). FRONTIER agrees and acknowledges that it has no right to use any of the fibers, other than the FRONTIER Fibers, included in the Cable or otherwise incorporated in the QWEST System, and that FRONTIER shall keep any and all of the QWEST System, other than the IRU in the FRONTIER Fibers or in the Associated Property, free from any liens, rights or claims of any third party attributable to FRONTIER.