Common use of Consideration for Grant Clause in Contracts

Consideration for Grant. 2.1 In consideration of the grant of the IRUs hereunder by QWEST to FRONTIER, FRONTIER agrees to pay to QWEST an IRU fee determined based on the QWEST System route * CONFIDENTIAL TREATMENT APPLIED FOR mileage (and allocated among the Segments based on Segment route mileage) as follows (the "IRU Fee"): (a) Initially, the IRU Fee shall be determined based on the following per- route-mile pricing: (i) $* per route mile for all Segments other than those (A) between the cities of Cleveland and Boston, as identified in Exhibit A, (B) between the City of Albany, New York and the location at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in New York City, as identified in Exhibit A, and (C) between the cities of Philadelphia and New York City, as identified in Exhibit A; and (ii) $* per route mile for all Segments identified in clause (a)(i)(A) above conditioned upon FRONTIER making available to QWEST at least twenty-four (24) non-zero dispersion shifted Dark Fibers between Boston and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ at a price not to exceed $ * (failing which condition the IRU Fee shall be $* per route mile for such Segments identified in clause (a)(i)(A)) and clause (a)(i)(B) above; and (iii) $ * per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(i)(C) above. (e) If FRONTIER timely elects to exercise the Sacramento/Seattle Dark Fiber Option as permitted pursuant to Section 1.4(b), the IRU Fee with respect to the * CONFIDENTIAL TREATMENT APPLIED FOR Sacramento/Seattle Segments (and only such Segments) shall be redetermined based on a price of $* per route mile. (f) The IRU Fee shall (except as provided in Sections 1.2, 2.4 and 2.5) be payable with respect to each Segment according to the payment schedule set forth in Exhibit B. (a) In addition to the IRU Fee payable under Section 2.1, if and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in any Segment is more than $*/fiber foot, FRONTIER shall reimburse QWEST for the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack); provided that QWEST shall give FRONTIER at ------------- least ten (10) days prior written notice before executing and submitting to a vendor a firm commitment for any such fiberoptic cable. If and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in an Segment is less than $*/fiber foot, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack). (b) In the event that FRONTIER receives a bona fide quote from a fiberoptic cable vendor to provide the same fiberoptic cable that QWEST would acquire to install in a Segment hereunder in accordance with the QWEST System design and the fiber deployment plan and fiber specification requirements provided herein, at a price (including the business terms, handling charges and similar incidental charges) lower than * the best price available to QWEST for such fiberoptic cable, FRONTIER shall notify QWEST in writing thereof, identifying the vendor, the quoted price, and the type and quantity of fiberoptic cable subject to such quote (each, a "Fiber Quote Notice"), such that QWEST may attempt to acquire such fiberoptic cable at such price from such vendor. If QWEST is able to acquire fiberoptic cable from the vendor and at the price set forth in a Fiber Quote Notice for inclusion in a Segment or Segments delivered hereunder, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to * percent (*%) of the difference between the best price available to QWEST for such fiberoptic cable and the price obtained from such vendor pursuant to the Fiber Quote Notice (the "Fiber Savings Credit") for the entire fiberoptic cable so acquired by QWEST for inclusion in such Segment or Segments. If QWEST is unable, for any reason, to acquire fiberoptic cable from the vendor identified in the Fiber Quote Notice or any other vendor at the price set forth in the Fiber Quote Notice then the foregoing provisions of this paragraph (b) shall have no further force and effect and QWEST shall acquire fiberoptic cable through its own sources, subject to paragraph (a) of this Section 2.2. (c) Notwithstanding the foregoing provisions of paragraphs (a) and (b) of this Section 2.2, no such reimbursement or credit shall be required with respect to any fiberoptic cable including FRONTIER Fibers that, as of the date hereof, has already been installed or * CONFIDENTIAL TREATMENT APPLIED FOR delivered to QWEST for installation in the QWEST System or is subject to a binding purchase order for delivery to QWEST for installation in the QWEST System. The amount of any such reimbursement or credit shall be invoiced or credited, as appropriate, to FRONTIER at the time the fiberoptic cable incorporating such FRONTIER Fibers is invoiced to QWEST. FRONTIER and QWEST agree to reasonably consult and cooperate with each other in order to obtain the lowest possible price for fiberoptic cable to be included in a Segment. FRONTIER also shall pay directly or reimburse QWEST for all other costs, fees and expenses which are expressly provided to be paid, in whole or in part, by FRONTIER under this Agreement. FRONTIER shall have the right to review and audit, at its cost, all such costs, fees and expenses. 2.3 QWEST will fax or send by overnight delivery each invoice for payments to be made by FRONTIER hereunder. FRONTIER shall pay such invoiced amounts, less any reasonably disputed amounts, for receipt by QWEST within fifteen (15) days after receipt of such invoice by FRONTIER with respect to payments of the IRU Fee and within thirty (30) days after receipt of such invoice by FRONTIER for any other amounts owed to QWEST hereunder; provided that FRONTIER shall ------------- provide written notice describing in detail the basis for any disputed amounts; and provided further that any disputed amounts that are resolved in favor of --------------------- QWEST shall be due for payment based on the original invoice date. All payments to be made by FRONTIER hereunder of the IRU Fee and of any other amounts in excess of $100,000 shall be made by wire transfer of immediately available funds to the account or accounts as QWEST shall notify FRONTIER in writing from time to time. Payments of all other amounts by FRONTIER hereunder may be made by check payable to QWEST. QWEST agrees to provide FRONTIER from time to time, upon request, with QWEST's estimate of the next invoice date for a portion of the IRU Fee and the estimated amount of such IRU Fee payment; provided that ------------- failure to provide any such notice shall not in any way alter or impair FRONTIER's payment obligations hereunder. 2.4 QWEST and FRONTIER acknowledge and agree that with respect to Segment 23, notwithstanding the fact that Segment 23 has already been constructed and installed, delivery of Segment 23 shall occur in two installments of twelve

Consideration for Grant. 2.1 In consideration of the grant of the IRUs hereunder by QWEST to FRONTIER, FRONTIER agrees to pay to QWEST an IRU fee determined based on the QWEST System route * CONFIDENTIAL TREATMENT APPLIED FOR mileage (and allocated among the Segments based on Segment route mileage) as follows (the "IRU Fee"): (a) Initially, the IRU Fee shall be determined based on the following per- route-mile pricing: (i) $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments other than those (A) between the cities of Cleveland and Boston, as identified in Exhibit A, (B) between the City of Albany, New York and the location at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in New York City, as identified in Exhibit A, and (C) between the cities of Philadelphia and New York City, as identified in Exhibit A; and (ii) $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in clause (a)(i)(A) above conditioned upon FRONTIER making available to QWEST at least twenty-four (24) non-zero dispersion shifted Dark Fibers between Boston and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ at a price not to exceed $ * ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## (failing which condition the IRU Fee shall be $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for such Segments identified in clause (a)(i)(A)) and clause (a)(i)(B) above; and (iii) $ * ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(i)(C) above. (b) If FRONTIER timely elects to exercise the System Fiber Option in its entirety as provided pursuant to Section 1.4(a)(i), the IRU Fee shall be redetermined based on the price of (i) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in the clauses (a)(i) and (a)(ii) above; and (ii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## (c) If FRONTIER timely elects to cancel the System Fiber Option in its entirety as permitted pursuant to Section 1.4(a)(ii)(A), the IRU Fee shall be redetermined based on the price of (i) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in the clauses (a)(i) and (a)(ii) above; and (ii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## (d) If FRONTIER timely elects to exercise the System Fiber Option in part, as permitted pursuant to Section 1.4(a)(ii)(B), the IRU Fee shall be redetermined with respect to all Segments as follows: (i) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in clauses (a)(i) and (a)(ii) above as to which the System Fiber Option is exercised; (ii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in clauses (a)(i) and (a)(ii) above as to which the System Fiber Option is canceled; (iii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## for route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(iii) above as to which the System Fiber Option is exercised; and (iv) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(iii) above as to which the System Fiber Option is cancelled. (e) If FRONTIER timely elects to exercise the Sacramento/Seattle Dark Fiber Option as permitted pursuant to Section 1.4(b), the IRU Fee with respect to the * CONFIDENTIAL TREATMENT APPLIED FOR Sacramento/Seattle Segments (and only such Segments) shall be redetermined based on a price of $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile. (f) The IRU Fee shall (except as provided in Sections 1.2, 2.4 and 2.5) be payable with respect to each Segment according to the payment schedule set forth in Exhibit B. (a) In addition to the IRU Fee payable under Section 2.1, if and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in any Segment is more than $*$ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## /fiber foot, FRONTIER shall reimburse QWEST for the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack); provided that QWEST shall give FRONTIER at ------------- least ten (10) days prior written notice before executing and submitting to a vendor a firm commitment for any such fiberoptic cable. If and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in an Segment is less than $*$ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## /fiber foot, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack). (b) In the event that FRONTIER receives a bona fide quote from a fiberoptic cable vendor to provide the same fiberoptic cable that QWEST would acquire to install in a Segment hereunder in accordance with the QWEST System design and the fiber deployment plan and fiber specification requirements provided herein, at a price (including the business terms, handling charges and similar incidental charges) lower than * ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## the best price available to QWEST for such fiberoptic cable, FRONTIER shall notify QWEST in writing thereof, identifying the vendor, the quoted price, and the type and quantity of fiberoptic cable subject to such quote (each, a "Fiber Quote Notice"), such that QWEST may attempt to acquire such fiberoptic cable at such price from such vendor. If QWEST is able to acquire fiberoptic cable from the vendor and at the price set forth in a Fiber Quote Notice for inclusion in a Segment or Segments delivered hereunder, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to * percent (*##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## %) of the difference between the best price available to QWEST for such fiberoptic cable and the price obtained from such vendor pursuant to the Fiber Quote Notice (the "Fiber Savings Credit") for the entire fiberoptic cable so acquired by QWEST for inclusion in such Segment or Segments. If QWEST is unable, for any reason, to acquire fiberoptic cable from the vendor identified in the Fiber Quote Notice or any other vendor at the price set forth in the Fiber Quote Notice then the foregoing provisions of this paragraph (b) shall have no further force and effect and QWEST shall acquire fiberoptic cable through its own sources, subject to paragraph (a) of this Section 2.2. (c) Notwithstanding the foregoing provisions of paragraphs (a) and (b) of this Section 2.2, no such reimbursement or credit shall be required with respect to any fiberoptic cable including FRONTIER Fibers that, as of the date hereof, has already been installed or * CONFIDENTIAL TREATMENT APPLIED FOR delivered to QWEST for installation in the QWEST System or is subject to a binding purchase order for delivery to QWEST for installation in the QWEST System. The amount of any such reimbursement or credit shall be invoiced or credited, as appropriate, to FRONTIER at the time the fiberoptic cable incorporating such FRONTIER Fibers is invoiced to QWEST. FRONTIER and QWEST agree to reasonably consult and cooperate with each other in order to obtain the lowest possible price for fiberoptic cable to be included in a Segment. FRONTIER also shall pay directly or reimburse QWEST for all other costs, fees and expenses which are expressly provided to be paid, in whole or in part, by FRONTIER under this Agreement. FRONTIER shall have the right to review and audit, at its cost, all such costs, fees and expenses. 2.3 QWEST will fax or send by overnight delivery each invoice for payments to be made by FRONTIER hereunder. FRONTIER shall pay such invoiced amounts, less any reasonably disputed amounts, for receipt by QWEST within fifteen (15) days after receipt of such invoice by FRONTIER with respect to payments of the IRU Fee and within thirty (30) days after receipt of such invoice by FRONTIER for any other amounts owed to QWEST hereunder; provided that FRONTIER shall ------------- provide written notice describing in detail the basis for any disputed amounts; and provided further that any disputed amounts that are resolved in favor of --------------------- QWEST shall be due for payment based on the original invoice date. All payments to be made by FRONTIER hereunder of the IRU Fee and of any other amounts in excess of $100,000 shall be made by wire transfer of immediately available funds to the account or accounts as QWEST shall notify FRONTIER in writing from time to time. Payments of all other amounts by FRONTIER hereunder may be made by check payable to QWEST. QWEST agrees to provide FRONTIER from time to time, upon request, with QWEST's estimate of the next invoice date for a portion of the IRU Fee and the estimated amount of such IRU Fee payment; provided that ------------- failure to provide any such notice shall not in any way alter or impair FRONTIER's payment obligations hereunder. 2.4 QWEST and FRONTIER acknowledge and agree that with respect to Segment 23, notwithstanding the fact that Segment 23 has already been constructed and installed, delivery of Segment 23 shall occur in two installments of twelve

Consideration for Grant. 2.1 In consideration of the grant of the IRUs hereunder by QWEST to FRONTIER, FRONTIER agrees to pay to QWEST an IRU fee determined based on the QWEST System route * CONFIDENTIAL TREATMENT APPLIED FOR mileage (and allocated among the Segments based on Segment route mileage) as follows (the "IRU Fee"): (a) Initially, the IRU Fee shall be determined based on the following per- per-route-mile pricing: (i) $* per route mile for all Segments other than those (A) between the cities of Cleveland and Boston, as identified in Exhibit A, (B) between the City of Albany, New York and the location at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in New York City, as identified in Exhibit A, and (C) between the cities of Philadelphia and New York City, as identified in Exhibit A; and and (ii) $* per route mile for all Segments identified in clause (a)(i)(A) above conditioned upon FRONTIER making available to QWEST at least twenty-four (24) non-zero dispersion shifted Dark Fibers between Boston and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ at a price not to exceed $ $* (failing which condition the IRU Fee shall be $* per route mile for such Segments identified in clause (a)(i)(A)) and clause (a)(i)(B) above; and and (iii) $ $* per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(i)(C) above. (b) If FRONTIER timely elects to exercise the System Fiber Option in its entirety as provided pursuant to Section 1.4(a)(i), the IRU Fee shall be redetermined based on the price of (i) $* per route mile for all Segments identified in the clauses (a)(i) and (a)(ii) above; and (ii) $* per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(iii) above. (c) If FRONTIER timely elects to cancel the System Fiber Option in its entirety as permitted pursuant to Section 1.4(a)(ii)(A), the IRU Fee shall be redetermined based on the price of * MATERIAL HAS BEEN OMITTED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 11 (i) $* per route mile for all Segments identified in the clauses (a)(i) and (a)(ii) above; and (ii) $* per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clauses (a)(iii) above. (d) If FRONTIER timely elects to exercise the System Fiber Option in part, as permitted pursuant to Section 1.4(a)(ii)(B), the IRU Fee shall be redetermined with respect to all Segments as follows: (i) $* per route mile for all Segments identified in clauses (a)(i) and (a)(ii) above as to which the System Fiber Option is exercised; (ii) $* per route mile for all Segments identified in clauses (a)(i) and (a)(ii) above as to which the System Fiber Option is canceled; (iii) $* for route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(iii) above as to which the System Fiber Option is exercised; and (iv) $* per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(iii) above as to which the System Fiber Option is cancelled. (e) If FRONTIER timely elects to exercise the Sacramento/Seattle Dark Fiber Option as permitted pursuant to Section 1.4(b), the IRU Fee with respect to the * CONFIDENTIAL TREATMENT APPLIED FOR Sacramento/Seattle Segments (and only such Segments) shall be redetermined based on a price of $* per route mile. (f) The IRU Fee shall (except as provided in Sections 1.2, 2.4 and 2.5) be payable with respect to each Segment according to the payment schedule set forth in Exhibit B. (a) In addition to the IRU Fee payable under Section 2.1, if and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in any Segment is more than $*/fiber foot, FRONTIER shall reimburse QWEST for the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack); provided that QWEST shall give FRONTIER at ------------- least ten (10) days prior written notice before executing and submitting to * MATERIAL HAS BEEN OMITTED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 12 a vendor a firm commitment for any such fiberoptic cable. If and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in an Segment is less than $*/fiber foot, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack). (b) In the event that FRONTIER receives a bona fide quote from a fiberoptic cable vendor to provide the same fiberoptic cable that QWEST would acquire to install in a Segment hereunder in accordance with the QWEST System design and the fiber deployment plan and fiber specification requirements provided herein, at a price (including the business terms, handling charges and similar incidental charges) lower than * the best price available to QWEST for such fiberoptic cable, FRONTIER shall notify QWEST in writing thereof, identifying the vendor, the quoted price, and the type and quantity of fiberoptic cable subject to such quote (each, a "Fiber Quote Notice"), such that QWEST may attempt to acquire such fiberoptic cable at such price from such vendor. If QWEST is able to acquire fiberoptic cable from the vendor and at the price set forth in a Fiber Quote Notice for inclusion in a Segment or Segments delivered hereunder, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to * percent (*%) of the difference between the best price available to QWEST for such fiberoptic cable and the price obtained from such vendor pursuant to the Fiber Quote Notice (the "Fiber Savings Credit") for the entire fiberoptic cable so acquired by QWEST for inclusion in such Segment or Segments. If QWEST is unable, for any reason, to acquire fiberoptic cable from the vendor identified in the Fiber Quote Notice or any other vendor at the price set forth in the Fiber Quote Notice then the foregoing provisions of this paragraph (b) shall have no further force and effect and QWEST shall acquire fiberoptic cable through its own sources, subject to paragraph (a) of this Section 2.2. (c) Notwithstanding the foregoing provisions of paragraphs (a) and (b) of this Section 2.2, no such reimbursement or credit shall be required with respect to any fiberoptic cable including FRONTIER Fibers that, as of the date hereof, has already been installed or * MATERIAL HAS BEEN OMITTED PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT APPLIED FOR AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 13 delivered to QWEST for installation in the QWEST System or is subject to a binding purchase order for delivery to QWEST for installation in the QWEST System. The amount of any such reimbursement or credit shall be invoiced or credited, as appropriate, to FRONTIER at the time the fiberoptic cable incorporating such FRONTIER Fibers is invoiced to QWEST. FRONTIER and QWEST agree to reasonably consult and cooperate with each other in order to obtain the lowest possible price for fiberoptic cable to be included in a Segment. FRONTIER also shall pay directly or reimburse QWEST for all other costs, fees and expenses which are expressly provided to be paid, in whole or in part, by FRONTIER under this Agreement. FRONTIER shall have the right to review and audit, at its cost, all such costs, fees and expenses. 2.3 QWEST will fax or send by overnight delivery each invoice for payments to be made by FRONTIER hereunder. FRONTIER shall pay such invoiced amounts, less any reasonably disputed amounts, for receipt by QWEST within fifteen (15) days after receipt of such invoice by FRONTIER with respect to payments of the IRU Fee and within thirty (30) days after receipt of such invoice by FRONTIER for any other amounts owed to QWEST hereunder; provided that FRONTIER shall ------------- provide written notice describing in detail the basis for any disputed amounts; and provided further that any disputed amounts that are resolved in favor of --------------------- QWEST shall be due for payment based on the original invoice date. All payments to be made by FRONTIER hereunder of the IRU Fee and of any other amounts in excess of $100,000 shall be made by wire transfer of immediately available funds to the account or accounts as QWEST shall notify FRONTIER in writing from time to time. Payments of all other amounts by FRONTIER hereunder may be made by check payable to QWEST. QWEST agrees to provide FRONTIER from time to time, upon request, with QWEST's estimate of the next invoice date for a portion of the IRU Fee and the estimated amount of such IRU Fee payment; provided that ------------- failure to provide any such notice shall not in any way alter or impair FRONTIER's payment obligations hereunder. 2.4 QWEST and FRONTIER acknowledge and agree that with respect to Segment 23, notwithstanding the fact that Segment 23 has already been constructed and installed, delivery of Segment 23 shall occur in two installments of twelve

Consideration for Grant. 2.1 In consideration of the grant of the IRUs hereunder by QWEST to FRONTIER, FRONTIER agrees to pay to QWEST an IRU fee determined based on the QWEST System route * CONFIDENTIAL TREATMENT APPLIED FOR mileage (and allocated among the Segments based on Segment route mileage) as follows (the "IRU Fee"): (a) Initially, the IRU Fee shall be determined based on the following per- route-mile pricing: (i) $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments other than those (A) between the cities of Cleveland and Boston, as identified in Exhibit A, (B) between the City of Albany, New York and the location at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in New York City, as identified in Exhibit A, and (C) between the cities of Philadelphia and New York City, as identified in Exhibit A; and (ii) $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in clause (a)(i)(A) above conditioned upon FRONTIER making available to QWEST at least twenty-four (24) non-zero dispersion shifted Dark Fibers between Boston and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ at a price not to exceed $ * ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## (failing which condition the IRU Fee shall be $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for such Segments identified in clause (a)(i)(A)) and clause (a)(i)(B) above; and (iii) $ * ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(i)(C) above. (b) If FRONTIER timely elects to exercise the System Fiber Option in its entirety as provided pursuant to Section 1.4(a)(i), the IRU Fee shall be redetermined based on the price of (i) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in the clauses (a)(i) and (a)(ii) above; and (ii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## (c) If FRONTIER timely elects to cancel the System Fiber Option in its entirety as permitted pursuant to Section 1.4(a)(ii)(A), the IRU Fee shall be redetermined based on the price of (i) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in the clauses (a)(i) and (a)(ii) above; and (ii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clauses (a)(iii) above. (d) If FRONTIER timely elects to exercise the System Fiber Option in part, as permitted pursuant to Section 1.4(a)(ii)(B), the IRU Fee shall be redetermined with respect to all Segments as follows: (i) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in clauses (a)(i) and (a)(ii) above as to which the System Fiber Option is exercised; (ii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile for all Segments identified in clauses (a)(i) and (a)(ii) above as to which the System Fiber Option is canceled; (iii) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## for route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(iii) above as to which the System Fiber Option is exercised; and (iv) $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile (unless the parties mutually agree on a lesser amount) for all Segments identified in clause (a)(iii) above as to which the System Fiber Option is cancelled. (e) If FRONTIER timely elects to exercise the Sacramento/Seattle Dark Fiber Option as permitted pursuant to Section 1.4(b), the IRU Fee with respect to the * CONFIDENTIAL TREATMENT APPLIED FOR Sacramento/Seattle Segments (and only such Segments) shall be redetermined based on a price of $* $ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## per route mile. (f) The IRU Fee shall (except as provided in Sections 1.2, 2.4 and 2.5) be payable with respect to each Segment according to the payment schedule set forth in Exhibit B. (a) In addition to the IRU Fee payable under Section 2.1, if and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in any Segment is more than $*$ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## /fiber foot, FRONTIER shall reimburse QWEST for the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack); provided that QWEST shall give FRONTIER at ------------- least ten (10) days prior written notice before executing and submitting to a vendor a firm commitment for any such fiberoptic cable. If and to the extent that the actual cost to QWEST (including freight and taxes) of the fiberoptic cable that includes the FRONTIER Fibers to be incorporated in an Segment is less than $*$ ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## /fiber foot, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to the total amount of such cost difference attributable to the FRONTIER Fibers incorporated in such Segment (including slack). (b) In the event that FRONTIER receives a bona fide quote from a fiberoptic cable vendor to provide the same fiberoptic cable that QWEST would acquire to install in a Segment hereunder in accordance with the QWEST System design and the fiber deployment plan and fiber specification requirements provided herein, at a price (including the business terms, handling charges and similar incidental charges) lower than * ##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## the best price available to QWEST for such fiberoptic cable, FRONTIER shall notify QWEST in writing thereof, identifying the vendor, the quoted price, and the type and quantity of fiberoptic cable subject to such quote (each, a "Fiber Quote Notice"), such that QWEST may attempt to acquire such fiberoptic cable at such price from such vendor. If QWEST is able to acquire fiberoptic cable from the vendor and at the price set forth in a Fiber Quote Notice for inclusion in a Segment or Segments delivered hereunder, FRONTIER shall receive a credit against amounts subsequently payable by FRONTIER hereunder equal to * percent (*##MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT## %) of the difference between the best price available to QWEST for such fiberoptic cable and the price obtained from such vendor pursuant to the Fiber Quote Notice (the "Fiber Savings Credit") for the entire fiberoptic cable so acquired by QWEST for inclusion in such Segment or Segments. If QWEST is unable, for any reason, to acquire fiberoptic cable from the vendor identified in the Fiber Quote Notice or any other vendor at the price set forth in the Fiber Quote Notice then the foregoing provisions of this paragraph (b) shall have no further force and effect and QWEST shall acquire fiberoptic cable through its own sources, subject to paragraph (a) of this Section 2.2. (c) Notwithstanding the foregoing provisions of paragraphs (a) and (b) of this Section 2.2, no such reimbursement or credit shall be required with respect to any fiberoptic cable including FRONTIER Fibers that, as of the date hereof, has already been installed or * CONFIDENTIAL TREATMENT APPLIED FOR delivered to QWEST for installation in the QWEST System or is subject to a binding purchase order for delivery to QWEST for installation in the QWEST System. The amount of any such reimbursement or credit shall be invoiced or credited, as appropriate, to FRONTIER at the time the fiberoptic cable incorporating such FRONTIER Fibers is invoiced to QWEST. FRONTIER and QWEST agree to reasonably consult and cooperate with each other in order to obtain the lowest possible price for fiberoptic cable to be included in a Segment. FRONTIER also shall pay directly or reimburse QWEST for all other costs, fees and expenses which are expressly provided to be paid, in whole or in part, by FRONTIER under this Agreement. FRONTIER shall have the right to review and audit, at its cost, all such costs, fees and expenses. 2.3 QWEST will fax or send by overnight delivery each invoice for payments to be made by FRONTIER hereunder. FRONTIER shall pay such invoiced amounts, less any reasonably disputed amounts, for receipt by QWEST within fifteen (15) days after receipt of such invoice by FRONTIER with respect to payments of the IRU Fee and within thirty (30) days after receipt of such invoice by FRONTIER for any other amounts owed to QWEST hereunder; provided that FRONTIER shall ------------- provide written notice describing in detail the basis for any disputed amounts; and provided further that any disputed amounts that are resolved in favor of --------------------- QWEST shall be due for payment based on the original invoice date. All payments to be made by FRONTIER hereunder of the IRU Fee and of any other amounts in excess of $100,000 shall be made by wire transfer of immediately available funds to the account or accounts as QWEST shall notify FRONTIER in writing from time to time. Payments of all other amounts by FRONTIER hereunder may be made by check payable to QWEST. QWEST agrees to provide FRONTIER from time to time, upon request, with QWEST's estimate of the next invoice date for a portion of the IRU Fee and the estimated amount of such IRU Fee payment; provided that ------------- failure to provide any such notice shall not in any way alter or impair FRONTIER's payment obligations hereunder. 2.4 QWEST and FRONTIER acknowledge and agree that with respect to Segment 23, notwithstanding the fact that Segment 23 has already been constructed and installed, delivery of Segment 23 shall occur in two installments of twelve