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and are operating in conformity with the applicable
<br />epecifications set forth in Exhibits Band C, GRANTOR shall
<br />promptly give written notice to GRANTEE that the test
<br />results of the Fiber Acceptance Testing are within the
<br />parameters of the specifications in E.vh'b'ts B and C, (the 5.0
<br />'Notice of Completon'") and provide GRANTEE with a SA
<br />copy ofsuch test resuls.
<br />4.3 ABer, GRANTOR delivers GRANTEE the Notice of
<br />Completion, GRANTEE shall provide GRANTOR with a
<br />n ittm notice either accepting the GRANTEE Fibers, or
<br />rejecting the GRANTEE. Fibers (the "Notice of Rejection")
<br />by speeifydng the defect or failure in the Fiber Acceptance
<br />Testing that is the basis for such rejection. If GRANTEE
<br />fails to notify GRANTOR of its acceptance or rejection of
<br />the GRANTEE Fibers vvithier thirty (30) days following
<br />GRANTEE'. receipt of the Notice of Completion,
<br />GRANTEE shall be deemed to have accepted such results.
<br />The data of such notice of acceptance or deemed acceptance
<br />of the GRANTEE Fibers shall be the "A4egplgacgP '. In
<br />the event GRANTEE delivers a Notice of Rejection to
<br />GRANTOR, GRANTOR shall promptly, and at no cast to
<br />GRANTEE, take such action as is necessary, and rs
<br />expeditiously as practicable, to correct or cure such defied or
<br />failure specified in the Notice of Rejection. Theeafeq
<br />GRANTOR shall re -test the GRANTEE Fibers in accordance
<br />with this SECUON 43, and if testing proves successful,
<br />shall again give GRANTEE a Notice of Completion With
<br />respect to the GRANTEE Fibers. GRANTOR shall make
<br />best efforts to provide any such additional Notice of
<br />Completion vvithin five (5) business days of receipt of the
<br />Notice of Rejection from GRANTEB. The foregoing
<br />procedure shall apply again and successively thereafter until
<br />GRANTOR has remedied all defects or failures specified by
<br />GRANTEE in any Notice of Rejection. The foregoing
<br />nonvithstarding, if GRMNITEB uses the GRANTEE Fibers to
<br />carry traffic prior to acceptance by GRANTEE other than
<br />traffic which is transmitted only and solely for the purpose of
<br />testing the performance of the GRANTEE Fibers, such use
<br />shall constitute acceptance of the GRANTEE Fibers and the
<br />date of such use shall be the "Aceepmmcjg Bjib ".
<br />4.4 In the event GRANTOR or GRANTEE continues to identify
<br />defects or failures after the third (3'a) round of Fiber
<br />Acceptance Testing, or after ninety (90) days from the date of
<br />the initial Fiber Acceptance Testing of GRANTEE Fibers,
<br />whichever occurs first, GRANTEE, at its sole option: (a) may
<br />cooperate with GRANTOR to determine some remedial
<br />action, if such re nsibetion is reasonable; (b) may, without
<br />subjecting itself to any liability to GRANTOR, but vvith no
<br />obligation to do so, take such remedial action as it deems
<br />appropriate at GRANTOR's sole expense; (c) accept the
<br />available GRANTEE Fibers which meet the standards set
<br />forth in Exhibits B and C, in avhich case Exhibit A will be
<br />amended to reflect the number of fibers actually provided to
<br />GRANTEE, the IRU Fees will be reduced for the GRANTEE
<br />Fibers not delivered and an amount equal to any fees and
<br />other amounts previously paid for such fibers shall be
<br />immediately refunn ed to GRANTEE; or (d) terminate this
<br />Agreement without any liability whatsoever to ORANTOR
<br />and an amount equal to all fees and other amounts
<br />previously paid to GRANTOR by GRANTEE shall be
<br />immediately refunded to GRANTEE,
<br />4.5 Within ninety (90) days after the Acceptance Date,
<br />GRANTOR will provide GRANTEE vvith as -built doo ings
<br />everstream
<br />,
<br />of the GRANTOR System in accordance iith the
<br />specifications set forth in Exhibit B.
<br />FIBERIRUTERM
<br />The teen of this Ageement shall begin on the Effective Data
<br />end shall extend for a period of twenty (20) years thereafter.
<br />This IRU shall automatically renew for ant additional twenty
<br />(20) year terns or until the useful life of the fiber has been
<br />reached, unless Grantee provides ninety (90) days written
<br />notice to Grantor of its' intent not to renew.
<br />51 Upon the expiration of the Term or other termination of this
<br />Agreement, the ERG shall immediately terminate and all
<br />rights of GRANTEE to use the GRANTEE Fibers and the
<br />Associated Property shall cease, and GRANTOR shall owe
<br />GRANTEE no further duties or consideration. GRANTEE
<br />shall promptly remove all of GRANTEE's electronics,
<br />equipment, and other GRANTEE property from the
<br />GRANTOR System at GRANTEE'x sole at and under
<br />GRANTOR's supervision. Termination of this Agreement
<br />shall not affect the rights or obligations of either Party that
<br />have arisen before the date of termination or expiration.
<br />5.3 GRANTOR represents and agrees that, for all purposes,
<br />including, vvithout limitation, for purposes of Section 541(d)
<br />ofthe Bankruptcy Code, with the granting of the IRU hereby,
<br />GRANTOR h) irrevocably transfers an equitable interest in
<br />GRANTEE's Fibers to GRANTEE for the Tani of this
<br />.Agreement, and (it) retains all of its legal right, title, and
<br />interest to GRANTBE's Fibers and not any equitable interest.
<br />GRANTOR agrees and acknowledges that, from the
<br />Acceptance Date, it has no right to use GRANTEE's Fibers.
<br />5.4 If at any time GRA NTEE determines that it does not vvant to
<br />retain the GRANTEE Fibers, or any portion of them, then
<br />GRANTEE shall have the right to abandon the GRANTEE
<br />Fibers, or such portions) of them, by notice to GRA NTOR
<br />In the case of abandonment, this Agreement shall terminate
<br />as to the GRANTEE Fibers, or to such portien(s) of them, ses
<br />applicable, without termination liability to GRANTEE but
<br />GRANTEE shall not be entitled to a refund of any portion of
<br />the IRU Fee that it has already paid.
<br />6.0 NETwORKACCESS
<br />6.1 GRANTOR shall provide GRANTEE with access to the
<br />GRANTEE Fibers at all current and future splice points and
<br />slack storage locations Within the Grantor System. In
<br />addition, GRANTOR shall provide GRANTEE with at..
<br />to the GRANTEE Fibers at other locations as reasonably
<br />requested by GRANTEE and approved by GRANTOR along
<br />the GRANTOR System, such approval not to be
<br />unreasonably conditioned, vvithheld or delayed. GRANTEE
<br />may access the GRANTEE Fibers by fiber stub taken from
<br />the GRANTOR System and delivered to GRANTEE at a fiber
<br />the foregoing described sommanilice ce eazanifter oll Alloy
<br />01e foregoing described mrmations me hereiwRer collectively
<br />referd to as the "Competing Pained'. Subject to any
<br />Underlying Rights, GRANTOR shall provide GRANTEE
<br />with reasonable access to Cmmeding Points mall Rotes on a
<br />24 baud 7 days per week basis.
<br />61 Escept as otherwise provided in the next sentence, all
<br />connections of the GRANTEE Fibers to GRANTEE'S
<br />communications system shall be pe,to rmd by GRANTOR,
<br />in a reasonable amount of time, but in no event more than
<br />fourteen (14) days alter GRANTEE notifies GRANTOR of a
<br />
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