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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK 5.2 LICENSEE's Equipment. Notwithstanding any contrary provisions of this License Agreement, LICENSEE shall own all of the Licensee Facilities in the exercise of, or associated with, LICENSEE's use under Section 4_4 of this License Agreement. ARTICLE VI NEW INSTALLATIONS 6.1 Construction. If, at any point during the Term, replacement of existing Licensor Fiber Optic Strands is required in any route identified in Exhibit A, as reasonably determined by LICENSOR or pursuant to the requirements of any governmental entity, LICENSOR shall construct such new fiber optic strands, at the sole cost and expense of LICENSOR, in accordance with the specifications in Exhibit B attached hereto including Make -Ready Work associated with such installations. Make - Ready Work shall include any and .all improvements to the Licensor Facilities necessary to physically accommodate the given route identified in Exhibit A and to maintain electrical and operating safety standards and fiber circuit continuity. LICENSOR shall perform, or cause to be performed, any engineering, cable installation, splicing, material procurement, installation and testing required to complete the installation of the fiber optic strands using LICENSOR's specifications and subject to LICENSEE's approval, which shall not be unreasonably withheld or delayed. LICENSOR and LICENSEE shall each assign a project engineer as a point of contact for all necessary approvals and will assign construction inspectors for review of all construction activities to assure compliance with the approved design. 6.2 Connections. In the event of a new installation of fiber optic cable, LICENSOR shall install Splices as agreed to by the Parties at specified locations along the routes. LICENSOR shall be responsible for its network electronics, fiber Splices, and the Licensor Facilities. LICENSEE shall be responsible for its network electronics, fiber Splices and Licensee Facilities. 6.3 S-Pecifications and Documentation. All permits required for LICENSOR's construction of new installations are the responsibility of LICENSOR. LICENSOR shall provide to LICENSEE as -built drawings on the newly -installed route, and relocation of any routes shall be documented on the as -built drawings and made part of this License Agreement. The newly -installed fiber optic strands shall be in substantial compliance with the performance standards and criteria set forth in Exhibit B. LICENSOR and LICENSEE may be present, observe and participate in the analysis and testing of the fiber optic strands. Acceptance of newly -installed fiber optic strands shall be undertaken and shall be subject to the provisions of Article VII herein. ARTICLE VII ACCEPTANCE 7.1 Acceptance of Licensor Fiber Optic Strands. -5- 116402757.1