Common use of SYSTEM ROUTE Clause in Contracts

SYSTEM ROUTE. 2.01 Grantor shall cause the Grantor System to connect the city pairs identified on Exhibit "B" attached hereto (each city identified on Exhibit "B" is herein called a "Segment End Point", the route between the applicable Segment End Points is herein called a "Segment", and all of the Segments together are herein called the "System Route"). 2.02 In the case of the Major Cities, Grantor shall cause the Grantor System, or at a minimum the portion thereof in which Grantee shall receive the IRU, to extend to (***) the serving manholes or access points located adjacent to the building containing Grantee's Node Site as specified by Grantee in each such Major City, in accordance with Exhibit "M" attached hereto, provided that Grantee shall obtain all necessary permits or waivers for such extension from the owner of such building and/or the owner of the real property on which such building is located, and provided further that all end-point locations with respect to the Major Cities will have diverse routing from the main backbone of the Grantor System. In the event that, for any Major City, Exhibit "M" does not contain the address of the building in which Grantee's Node Site will be located, Grantee shall provide Grantor with such address, which will be within (***) miles of the center point of the CBD, no later than (***) months prior to the targeted completion date for such Major City set forth in Exhibits "B", "D" and "E", except that Grantee shall have a 30-day grace period in circumstances where Grantee has made substantial efforts to locate real estate to house its Node Site. For all Segment End Points which are not Major Cities, the Grantor System, or at a minimum the portion thereof in which Grantee shall have received the IRU, shall connect to and terminate at a splice point contained in any of the following, in Grantor's sole discretion: (i) a Node Site of Grantee or one of its Affiliates in the CBD of such city, (ii) the primary or secondary Hotel for such city, or (iii) a Regeneration Facility, Opamp Facility or a Node Site of Grantor or one of its Affiliates in such city (each such Regeneration Facility, Opamp Facility or Node Site of Grantor or one of its Affiliates, a "Grantor Termination Point"), provided that (A) such Grantor Termination Point is located within (***) miles of the center point of such city's CBD and (B) Grantor shall return the Grantor System or such portion thereof in which Grantee shall receive the IRU to a publicly dedicated street adjacent to such Grantor Termination Point, provided that all end-point locations for cities other than Major Cities will have diverse routing from the main backbone of the Grantor System to the extent the Grantor System provides such diverse routing to Grantor or its Affiliates. (***). 2.03 The specific location of the System Route between Segment End Points is subject to Grantor obtaining the Required Rights, provided that in any event Grantor shall cause the System Route to connect the Segment End Points for each Segment. The Grantor System will be constructed and installed in three phases (the "Phases"). The first Phase of the Grantor System ("Phase One"), estimated at approximately 11,411 route miles, shall include the Segments described on Exhibit "C"; the second Phase of the Grantor System ("Phase Two"), estimated at approximately 3,714 route miles, shall include the Segments described on Exhibit "D"; and the third Phase of the Grantor System ("Phase Three"), estimated at approximately 910 route miles, shall include the Segments described on Exhibit "E" provided that (i) construction of each of (A) the Seattle to Vancouver Segment in Phase Three and (B) the aggregate of the Albany to Montreal, Montreal to Toronto and Toronto to Buffalo Segments in Phase Three, shall be optional in the sole discretion of Grantor, and (ii) in the event Grantor elects to not construct the Seattle to Vancouver Segment, the Final Contribution shall be reduced by the sum of (***) and Grantee will not be required to pay the Completion Contribution set forth in Exhibit "F" for the Seattle to Vancouver Segment, and (iii) in the event Grantor elects not to construct the Albany to Montreal, Montreal to Toronto and Toronto to Buffalo Segments in Phase Three, (A) the Final Contribution shall be reduced by the sum of (***), and (B) an Albany to Buffalo Segment shall be added to Phase One with a Completion Contribution equal to the aggregate amount set forth in Exhibit "F" for the Albany to Montreal, Montreal to Toronto and Toronto to Buffalo Segments less the sum of (***). Grantor shall provide Grantee with written notice of the commencement of construction of each Phase promptly upon commencement thereof and of any determination not to construct Phase Three.

SYSTEM ROUTE. 2.01 Grantor shall cause the Grantor System to connect the city pairs identified on Exhibit "B" attached hereto (each city identified on Exhibit "B" is herein called a "Segment End Point", the route between the applicable Segment End Points is herein called a "Segment", and all of the Segments together are herein called the "System Route"). 2.02 In the case of the Major Cities, Grantor shall cause the Grantor System, or at a minimum the portion thereof in which Grantee shall receive the IRU, to extend to (***) the serving manholes or access points located adjacent to the building containing Grantee's Node Site as specified by Grantee in each such Major City, in accordance with Exhibit "M" attached hereto, provided that Grantee shall obtain all necessary permits or waivers for such extension from the owner of such building and/or the owner of the real property on which such building is located, and provided further that all end-point locations with respect to the Major Cities will have diverse routing from the main backbone of the Grantor System. In the event that, for any Major City, Exhibit "M" does not contain the address of the building in which Grantee's Node Site will be located, Grantee shall provide Grantor with such address, which will be within (***) miles of the center point of the CBD, no later than (***) months prior to the targeted completion date for such Major City set forth in Exhibits "B", "D" and "E", except that Grantee shall have a 30-day grace period in circumstances where Grantee has made substantial efforts to locate real estate to house its Node Site. For all Segment End Points which are not Major Cities, the Grantor System, or at a minimum the portion thereof in which Grantee shall have received the IRU, shall connect to and terminate at a splice point contained in any of the following, in Grantor's sole discretion: (i) a Node Site of Grantee or one of its Affiliates in the CBD of such city, (ii) the primary or secondary Hotel for such city, or (iii) a Regeneration Facility, Opamp Facility or a Node Site of Grantor or one of its Affiliates in such city (each such Regeneration Facility, Opamp Facility or Node Site of Grantor or one of its Affiliates, a "Grantor Termination Point"), provided that (A) such Grantor Termination Point is located within (***) miles of the center point of such city's CBD and (B) Grantor shall return the Grantor System or such portion thereof in which Grantee shall receive the IRU to a publicly dedicated street adjacent to such Grantor Termination Point, provided that all end-point locations for cities other than Major Cities will have diverse routing from the main backbone of the Grantor System to the extent the Grantor System provides such diverse routing to Grantor or its Affiliates. (***). The Grantor Termination Point in any Segment End Point shall be the same for all Segments ending at such Segment End Point. 2.03 The specific location of the System Route between Segment End Points is subject to Grantor obtaining the Required Rights, provided that in any event Grantor shall cause the System Route to connect the Segment End Points for each Segment. The Grantor System will be constructed and installed in three phases (the "Phases"). The first Phase of the Grantor System ("Phase One"), estimated at approximately 11,411 route miles, shall include the Segments described on Exhibit "C"; the second Phase of the Grantor System ("Phase Two"), estimated at approximately 3,714 route miles, shall include the Segments described on Exhibit "D"; and the third Phase of the Grantor System ("Phase Three"), estimated at approximately 910 route miles, shall include the Segments described on Exhibit "E" provided PROVIDED that (i) construction of each of (A) the Seattle to Vancouver Segment in Phase Three and (B) the aggregate of the Albany to Montreal, Montreal to Toronto and Toronto to Buffalo Segments in Phase Three, shall be optional in the sole discretion of Grantor, and (ii) in the event Grantor elects to not construct the Seattle to Vancouver Segment, the Final Contribution shall be reduced by the sum of (***) and Grantee will not be required to pay the Completion Contribution set forth in Exhibit "F" for the Seattle to Vancouver Segment, and (iii) in the event Grantor elects not to construct the Albany to Montreal, Montreal to Toronto and Toronto to Buffalo Segments in Phase Three, (A) the Final Contribution shall be reduced by the sum of (***), and (B) an Albany to Buffalo Segment shall be added to Phase One with a Completion Contribution equal to the aggregate amount set forth in Exhibit "F" for the Albany to Montreal, Montreal to Toronto and Toronto to Buffalo Segments less the sum of (***). Grantor shall provide Grantee with written notice of the commencement of construction of each Phase promptly upon commencement thereof and of any determination not to construct Phase Three. 2.05 Notwithstanding anything to the contrary contained herein, Grantor may elect, at its option, to acquire any portions of the Grantor System from third parties (whether under a lease, sublease, indefeasible right of use, or otherwise) in lieu of constructing and installing the Grantor System respecting such portions; (***).