Common use of Material Contracts and Obligations Clause in Contracts

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, plans, leases, and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or have been orally agreed to by the Company or any of its Subsidiaries: (i) each operating agreement with a long-distance provider or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts for the purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 or involve aggregate payments to the Company or any of its Subsidiaries of more than $100,000, or which were entered into other than in the ordinary course of business of the Company or any of its Subsidiaries; (v) all Contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for any officer, consultant, director or employee of the Company or any of its Subsidiaries; (vi) all Contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and which individually or in the aggregate for any related group of items involve expenditures of the Company or any of its Subsidiaries in excess of $100,000; (vii) all Contracts relating in any way to Indebtedness of the Company or its Subsidiaries, except for contracts individually involving less than $100,000; (viii) all Contracts substantially restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any Person or in any geographical area, or from using or disclosing any information in its possession (other than routine supplier and customer confidentiality agreements); (ix) all joint venture Contracts and other Contracts involving a sharing of profits, revenue or cash flow, including any such Contracts related to the sharing of revenue, profit or cash flow from the lease of towers or space on towers; (x) all other Contracts, except those which are (A) cancelable on 30 days' or less notice without any penalty or other financial obligation or (B) if not so cancelable, involve annual aggregate payments by or to the Company or any of its Subsidiaries of $100,000 or less; (xi) all written Contracts of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by the Company or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 of the SEC's Regulation S-K. (b) Except as set forth on Schedule 3.11(b) hereto, all Contracts required to be disclosed to the Purchaser pursuant to this Section 3.11 are valid, binding and in full force and effect as to the Company or its Subsidiaries, and neither the Company nor, to the Company's knowledge

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) 3.30 is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, agreements, plans, leases, leases and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or or, to the best of the Company’s knowledge, have been orally agreed to by the Company or any of its Subsidiaries: (i) each operating agreement with a long-distance provider all purchase orders or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts contracts for the purchase or sale of services, materials, products or supplies which are for a term of more than 6 months, or involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 or involve aggregate payments to the Company or any of its Subsidiaries of more than $100,00010,000, or which were entered into other than in the ordinary course of business of the Company and its Subsidiaries; (ii) all written employment, consulting or service contracts with any stockholder, director, officer, consultant, advisor or employee of the Company, any person related by blood or marriage to any such Person or any other Affiliate of the Company, and any such oral contracts which are not terminable at will by the Company or any of its Subsidiaries; ; (viii) all Contracts plans, contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for any stockholder, director, officer, consultant, director advisor or employee of the Company or any of its Subsidiaries; ; (viiv) all Contracts contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and which individually expenditures; (v) all contracts relating to the rental or use of equipment, vehicles, other personal property or fixtures; (vi) all contracts relating in the aggregate any way to direct or indirect Indebtedness for any related group borrowed money or evidenced by a bond, debenture, note or other evidence of items involve expenditures Indebtedness (whether secured or unsecured) of or to the Company or any of its Subsidiaries in excess Subsidiaries, and all Liens with respect to any Property used or owned by the Company or any of $100,000; its Subsidiaries; (vii) all Contracts relating in any way to Indebtedness of the Company or its Subsidiaries, except for contracts individually involving less than $100,000; (viii) all Contracts substantially restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any Person or in any geographical area, or from using or disclosing any information in its possession (other than routine supplier and customer confidentiality agreements); (viii) all license agreements, either as licensor or licensee; (ix) all joint venture Contracts contracts and other Contracts agreements involving a sharing of profits, revenue or cash flow, including any such Contracts related to the sharing of revenue, profit or cash flow from the lease of towers or space on towers; ; (x) all contracts, commitments or shared services arrangement with any Affiliate and all contracts or commitments not made in the ordinary course of its business; and (xi) all other Contractscontracts, except those which are (A) cancelable on 30 days' ’ or less notice without any penalty or other financial obligation or (B) if not so cancelable, involve annual aggregate payments by or to the Company or any of its Subsidiaries of $100,000 5,000 or less; (xi) all written Contracts of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by the Company or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 of the SEC's Regulation S-K. (b) . Except as set forth on Schedule 3.11(b) hereto3.30, all Contracts contracts, agreements, plans, leases and commitments required to be disclosed to the Purchaser Purchasers pursuant to this Section 3.11 3.30 are valid, binding and in full force and effect as to the Company or and its Subsidiaries, and neither none of the Company noror any of its Subsidiaries or, to the best of the Company's ’s knowledge, any other party thereto, is in material breach or material violation of, or material default under, nor is there any reasonable basis for a claim of material breach or violation by the Company or any of its Subsidiaries of, or default by the Company or any of its Subsidiaries under, the terms of any such contract, agreement, plan, lease or commitment, and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute such a material breach, violation or default by the Company or any of its Subsidiaries thereunder.

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, plans, leases, and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or have been orally agreed to by the Company or any of its Subsidiaries: (i) each operating agreement with a long-distance provider or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts for the purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 or involve aggregate payments to the Company or any of its Subsidiaries of more than $100,000, or which were entered into other than in the ordinary course of business of the Company or any of its Subsidiaries; (v) all Contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for any officer, consultant, director or employee of the Company or any of its Subsidiaries; (vi) all Contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and which individually or in the aggregate for any related group of items involve expenditures of the Company or any of its Subsidiaries in excess of $100,000;, (vii) all Contracts relating in any way to Indebtedness of the Company or its Subsidiaries, except for contracts individually involving less than $100,000; (viii) all Contracts substantially restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any Person or in any geographical area, or from using or disclosing any information in its possession (other than routine supplier and customer confidentiality agreements); (ix) all joint venture Contracts and other Contracts involving a sharing of profits, revenue or cash flow, including any such Contracts related to the sharing of revenue, profit or cash flow from the lease of towers or space on towers; (x) all other Contracts, except those which are (A) cancelable on 30 days' or less notice without any penalty or other financial obligation or (B) if not so cancelable, involve annual aggregate payments by or to the Company or any of its Subsidiaries of $100,000 or less; (xi) all written Contracts of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by the Company or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 of the SEC's Regulation S-K. (b) Except as set forth on Schedule 3.11(b) hereto, all Contracts required to be disclosed to the Purchaser pursuant to this Section 3.11 are valid, binding and in full force and effect as to the Company or its Subsidiaries, and neither the Company nor, to the Company's knowledge

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) 4.9 is a true, complete and accurate listaccurate, categorized by subject matter, together with an indication by an asterisk (*) if the same shall constitute an Assumed Agreement, of all of the following material outstanding contracts, agreements, plans, leasesleases and commitments, and commitments and other agreements whether written or oral, entered into by a Selling Group Member or by which a Selling Group Member is bound (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or have been orally agreed to by the Company or any of its Subsidiaries:): (i) each operating agreement with a long-distance provider or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment all purchase orders and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts for the purchase or sale of services, materials, products goods or supplies which are for a term of more than three (3) months, or which involve or are reasonably expected to involve aggregate payments by the Company or any of its Subsidiaries a Selling Group Member of more than $100,000 or involve aggregate payments to the Company or 50,000 during any fiscal year of its Subsidiaries of more than $100,000such Selling Group Member, or which were entered into other than in the ordinary course of business of the Company or any of its Subsidiariesbusiness; (vii) all sales agreements and other sales orders (including sales by any Selling Group Member to any governmental authority) and Contracts for the sale of goods or provision of services which are for a term of more than three (3) months, or which involve or are reasonably expected to involve aggregate payments to a Selling Group Member of more than $50,000 during any fiscal year of such Selling Group Member, or which were entered into other than in the ordinary course of business; (iii) all Contracts with any officer, director, consultant or employee of the Business (the "Existing Employment Contracts") or any management contract; (iv) all Contracts or arrangements providing for stock options or stock purchasesthe grant of equity interests, equity appreciation rights, bonuses, pensions, severance payments, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans plan or programs program for any officer, consultant, director or employee of the Company or any of its Subsidiariesemployees; (viv) all Contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and or which individually involve or are reasonably expected to involve expenditures in the aggregate for any related group of items involve expenditures of the Company or any of its Subsidiaries in excess of $100,00050,000 during any fiscal year; (vi) all Contracts relating to the rental or use of equipment, vehicles, other personal property or fixtures, or relating to the provision of services, which involve or are reasonably expected to involve payment of rentals or sums in the aggregate in excess of $50,000 during any fiscal year; (vii) all Contracts relating in any way to Indebtedness direct or indirect indebtedness for borrowed money or evidenced by a bond, debenture, note or other evidence of the Company indebtedness (whether secured or its Subsidiariesunsecured) of or to a Selling Group Member, except for contracts individually involving less than including but not limited to, indebtedness by way of lease or installment purchase arrangement, guarantee, reimbursement obligations pertaining to letters of credit, repurchase agreements, purchase price discount obligations, other intercompany account agreements, or other undertakings on which others rely in extending credit, or otherwise, and all mortgages, pledges, conditional sales contracts, chattel and purchase money mortgages and other security arrangements with respect to any real estate, improvements, equipment, other personal property or fixtures in excess of $100,00050,000; (viii) all Contracts substantially restricting limiting the Company freedom of a Selling Group Member to engage in or any of its Subsidiaries from engaging to compete in any line of business of a Selling Group Member, or competing with any Person or in any geographical areaarea in connection therewith, or from using to use or disclosing disclose any information relating to a Selling Group Member in its possession (other than routine supplier and customer confidentiality agreements)possession; (ix) all license agreements, either as licensor or licensee, franchise agreements, either as franchisor or franchisee, and agreements pertaining to any website for the Business, including all linking and hosting agreements; (x) all joint venture Contracts and other Contracts Contracts, whether or not involving a sharing of profits, revenue or cash flow, including any such Contracts related to the sharing of revenue, profit or cash flow from the lease of towers or space on towers; (xxi) all Contracts between a Selling Group Member and any member, partner or any Affiliate of a Selling Group Member or Parent; (xii) all Contracts with HMO organizations, insurance companies, third party administrators or payors, pharmacy providers, state and local governments, pharmaceutical manufacturers, and clinics and foundations with respect to the Business; (xiii) all Contracts involving purchase price discounts in excess of $50,000 in any fiscal year of a Selling Group Member offered by a Selling Group Member based on purchase volume; (xiv) all Contracts which are presently expected to result in any loss upon completion or performance thereof; (xv) all Contracts involving research and development efforts on behalf of a Selling Group Member; (xvi) all Contracts for any charitable or political contribution in excess of $5,000; (xvii) all Contracts not made in the ordinary course of business; and (xviii) all other Contracts, except those which are (Ai) cancelable on 30 days' days or less notice without any penalty or other financial obligation or (Bii) if not so cancelable, involve annual or are reasonably expected to involve aggregate payments by or to the Company or any of its Subsidiaries a Selling Group Member of $100,000 50,000 or less; (xi) all written Contracts less during any fiscal year of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by the Company or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 of the SEC's Regulation S-K. (b) a Selling Group Member. Except as set forth on Schedule 3.11(b) hereto4.9, all Contracts required to be disclosed to the Purchaser Buying Group pursuant to this Section 3.11 4.9 are valid, binding and in full force and effect as to the Company or its Subsidiaries, and neither the Company Selling Group Member, nor, to Selling Group's Knowledge, any other party thereto, is in breach or violation of, or default under, nor, to Selling Group's Knowledge, is there any valid basis for such a claim of breach or violation of, or default under, the Company's knowledgeterms of any such Contract, and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute, such a breach, violation or default by a Selling Group Member thereunder. Each Selling Group Member has enforced, or attempted to enforce, all material rights in favor of Selling Group with respect to the Contracts described in Schedule 4.9.

Material Contracts and Obligations. (a) Attached hereto as The Disclosure Schedule 3.11(a) is sets forth a true, complete and accurate listlist and general summary description, categorized by subject matter, of all of the following material outstanding contracts, agreements, arrangements, covenants, plans, leasesleases and commitments, and commitments and other agreements (collectively "Contracts") whether written or oral, entered into by the Company or any of its Subsidiaries or by which are in writing or have been orally agreed to by the Company or any of its Subsidiaries:Subsidiaries is bound ("Contracts"): (i) each operating agreement with a long-distance provider or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment all purchase orders and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all other Contracts for the purchase or sale of services, materials, products or supplies which are for a term of more than three (3) months, or which involve or are reasonably expected to involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 150,000 during the current or any future fiscal year of the Company, or which were entered into other than in the Ordinary Course of Business; (ii) all distribution agreements, dealer agreements, sales agreements and sales orders and other Contracts for the sale of products or provision of services which are for a term of more than three (3) months, or which involve or are reasonably expected to obligate any Person to make aggregate payments to the Company or any of its Subsidiaries of more than $100,00050,000 during the current or any future fiscal year of the Company, or which were entered into other than in the ordinary course Ordinary Course of business Business; (iii) all employment, consulting, noncompete or services agreements and other Contracts with any officer, consultant, director or employee which are not terminable on 30 days' notice or less without penalty or legal obligation to make any payments to such Person after termination thereof; (iv) all Contracts providing for stock options or stock purchases, stock appreciation rights, bonuses, pensions, severance payments, deferred or incentive compensation, retirement payments, profit-sharing, insurance or other benefits (whether or not under a plan or program) for any employees, officers, directors, consultants, representatives or Affiliates of the Company or any of its Subsidiaries; (v) all Contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for any officer, consultant, director or employee of the Company or any of its Subsidiaries; (vi) all Contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and or which individually involve or in the aggregate for any related group of items are reasonably expected to involve expenditures of the Company or any of its Subsidiaries in excess of $100,00050,000 during the current or any future fiscal year of the Company; (vi) all Contracts relating to the rental or use of equipment, vehicles, other personal property or fixtures, or relating to the provision of services, which involve or are reasonably expected to involve payment of rentals or sums in excess of $25,000 during the current or any future fiscal year of the Company; (vii) all Contracts relating in any way to Indebtedness direct or indirect indebtedness for borrowed money or evidenced by a bond, debenture, note or other evidence of indebtedness (whether secured or unsecured) of or to the Company or any of its Subsidiaries, except for contracts individually involving less than $100,000including but not limited to, indebtedness by way of capitalized lease or installment purchase arrangement, guarantee, reimbursement obligations pertaining to letters of credit, repurchase agreements, purchase price discount obligations, or other undertakings on which others rely in extending credit, or otherwise, and all mortgages, pledges, conditional sales contracts, chattel and purchase money mortgages and other security arrangements with respect to any real estate, improvements, equipment, other personal property or fixtures, including without limitation the FFCA Commitment Letter, a copy of which is attached to the Disclosure Schedule; (viii) all Contracts substantially restricting limiting the freedom of the Company or any of its Subsidiaries from engaging to engage in any line of business or competing to compete in the Business, or with any Person or in any geographical areaarea in connection therewith, or from using to use or disclosing disclose any information relating to the Company or any of its Subsidiaries or the Business in the possession of the Company or any of its possession (other than routine supplier and customer confidentiality agreements)Subsidiaries; (ix) all license agreements, either as licensor or licensee, franchise agreements, either as franchisor or franchisee, and management agreements; (x) all Contracts with respect to joint venture Contracts and other Contracts ventures, whether or not involving a sharing of profits, revenue or cash flow, including any such Contracts related to the sharing of revenue, profit or cash flow from the lease of towers or space on towers; (xxi) all Contracts between the Company or any of its Subsidiaries, on the one hand, and any Consenting Stockholder or any Affiliate or Franchisee of the Company or any of its Subsidiaries or any Consenting Stockholder, on the other hand; (xii) all Contracts granting to others the right to manufacture or distribute products, including without limitation trademarked products, including sales agency agreements, licensing, distributorship agreements and agreements with brokers, dealers or representatives; (xiii) all Contracts involving purchase price discounts in excess of $25,000 in any fiscal year of the Company offered by the Company or any of its Subsidiaries based on purchase volume or otherwise; (xiv) all Contracts involving research and development efforts on behalf of the Company or any of its Subsidiaries; (xv) all Contracts for any charitable or political contribution in excess of $10,000; (xvi) all Contracts not made in the Ordinary Course of Business; (xvii) all Contracts granting any Person an option to acquire assets or equity of the Company or any of its Subsidiaries; and (xviii) the Equitable Securities Letter, a copy of which is attached to the Disclosure Schedule; and (xix) all other Contracts, except those which are (Ai) cancelable on 30 days' days or less notice without any penalty or other financial obligation or (Bii) if not so cancelable, involve annual or are reasonably expected to involve aggregate payments by or to the Company or any of its Subsidiaries of $100,000 50,000 or less; (xi) all written Contracts of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by less during the Company current or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 future fiscal year of the SEC's Regulation S-K. (b) Company. Except as set forth on Schedule 3.11(b) heretothe Disclosure Schedule, all Contracts required to be disclosed to the Purchaser pursuant to this Section 3.11 3(m) are valid, binding and in full force and effect as and none of the Company, any of its Subsidiaries or, to the Company Company's knowledge, any other party thereto, is in material breach or its Subsidiariesviolation of, and neither the Company or default under, nor, to the Company's knowledge, is there any valid basis for a claim of breach or violation of, or default under, the terms of any such Contract, and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute, such a breach, violation or default by the Company or any of its Subsidiaries thereunder. The Company or its applicable Subsidiary has enforced, or attempted to enforce, all material rights in favor of the Company or such Subsidiary with respect to the Contracts described in the Disclosure Schedule. Furthermore, no such Contract contains, to the Company's knowledge, any contractual requirement with which there is a reasonable likelihood the Company, any of its Subsidiaries or any other party thereto will be unable to comply.

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) 3.15 is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, plans, leases, and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or have been orally agreed to by the Company or any of its SubsidiariesCompany: (i) each operating agreement with a long-distance provider or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts for the purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 750,000 or involve aggregate payments to the Company or any of its Subsidiaries of more than $100,000750,000, or which were entered into other than in the ordinary course of business of the Company or any of its SubsidiariesCompany; (vii) all Contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for the Founder or any officer, consultant, director or employee of the Company or any of its SubsidiariesCompany; (viiii) all Contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and which individually or in the aggregate for any related group of items involve expenditures of the Company or any of its Subsidiaries in excess of $100,000500,000; (viiiv) all Contracts relating to the rental or use of equipment, vehicles, other personal property or fixtures, except for Contracts individually involving payment of annual rentals or sums less than $15,000 and in the aggregate for the Company less than $500,000; (v) all Contracts relating in any way to Indebtedness direct or indirect indebtedness for borrowed money or evidenced by a bond, debenture, note or other evidence of indebtedness (whether secured or unsecured) of or to the Company Company, including but not limited to, indebtedness by way of lease or its Subsidiariesinstallment purchase arrangement, guarantee, reimbursement obligations pertaining to letters of credit, purchase price discount obligations, undertakings on which others rely in extending credit, or otherwise, and all mortgages, pledges, conditional sales contracts, chattel and purchase-money mortgages and other security arrangements with respect to any real estate, improvements, equipment, other personal property or fixtures, used or owned by the Company, except in each case for contracts individually involving less than $100,000; (viiivi) all Contracts substantially restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any Person or in any geographical area, or from using or disclosing any information in its possession (other than routine supplier and customer confidentiality agreements); (ixvii) all license agreements with annual costs in excess of $250,000, either as licensor or licensee, other than licenses for software; (viii) all joint venture Contracts and other Contracts involving a sharing of profits, revenue or cash flow, including ; (ix) all Contracts with any such Affiliate of the Company (other than the Related Agreements) and all Contracts related to not made in the sharing ordinary course of revenue, profit or cash flow from the lease of towers or space on towersits business; (x) all other Contracts, except those which are (A) cancelable on 30 days' or less notice without any penalty or other financial obligation or (B) if not so cancelable, involve annual aggregate payments by or to the Company or any of its Subsidiaries of $100,000 10,000 or less;; or (xi) all written Contracts of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by the Company or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 of the SEC's Regulation S-K.Company. (b) Except as set forth on Schedule 3.11(b) 3.15 hereto, all Contracts required to be disclosed to the Purchaser pursuant to this Section 3.11 3.15 are valid, binding and in full force and effect as to the Company or its SubsidiariesCompany, and neither the Company nor, to the Companybest of the Sellers's knowledge, any other party thereto, is in material breach or violation of, or material default under, nor is there any reasonable basis for a claim of such breach or violation by the Company or such default by the Company under, the terms of any such Contract, and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute, such a material breach, violation or default by the Company. (c) Set forth on Schedule 3.15(c) is a list of all Contracts having a funded remaining balance of $750,000 or more.

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) 4.31 is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, agreements, plans, leases, leases and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or or, to the best of the Company's knowledge, have been orally agreed to by the Company or any of its Subsidiaries: (i) each operating agreement with a long-distance provider all purchase orders or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts contracts for the purchase or sale of services, materials, products or supplies which are for a term of more than 6 months, or involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 or involve aggregate payments to the Company or any of its Subsidiaries of more than $100,00010,000, or which were entered into other than in the ordinary course of business of the Company and its Subsidiaries; (ii) all written employment, consulting or service contracts with any stockholder, director, officer, consultant, advisor or employee of the Company, any person related by blood or marriage to any such Person or any other Affiliate of the Company, and any such oral contracts which are not terminable at will by the Company or any of its Subsidiaries; (viii) all Contracts plans, contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for any stockholder, director, officer, consultant, director advisor or employee of the Company or any of its Subsidiaries; (viiv) all Contracts contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and which individually expenditures; (v) all contracts relating to the rental or use of equipment, vehicles, other personal property or fixtures; (vi) all contracts relating in the aggregate any way to direct or indirect Indebtedness for any related group borrowed money or evidenced by a bond, debenture, note or other evidence of items involve expenditures Indebtedness (whether secured or unsecured) of or to the Company or any of its Subsidiaries in excess Subsidiaries, and all Liens with respect to any Property used or owned by the Company or any of $100,000its Subsidiaries; (vii) all Contracts relating in any way to Indebtedness of the Company or its Subsidiaries, except for contracts individually involving less than $100,000; (viii) all Contracts substantially restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any Person or in any geographical area, or from using or disclosing any information in its possession (other than routine supplier and customer confidentiality agreements); (viii) all license agreements, either as licensor or licensee; (ix) all joint venture Contracts contracts and other Contracts agreements involving a sharing of profits, revenue or cash flow, including any such Contracts related to the sharing of revenue, profit or cash flow from the lease of towers or space on towers; (x) all contracts, commitments or shared services arrangement with any Affiliate and all contracts or commitments not made in the ordinary course of its business; and (xi) all other Contractscontracts, except those which are (A) cancelable cancellable on 30 days' or less notice without any penalty or other financial obligation or (B) if not so cancelablecancellable, involve annual aggregate payments by or to the Company or any of its Subsidiaries of $100,000 5,000 or less; (xi) all written Contracts of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by the Company or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 of the SEC's Regulation S-K. (b) . Except as set forth on Schedule 3.11(b) hereto4.30, all Contracts contracts, agreements, plans, leases and commitments required to be disclosed to the Purchaser pursuant to this Section 3.11 4.30 are valid, binding and in full force and effect as to the Company or and its Subsidiaries, and neither none of the Company noror any of its Subsidiaries or, to the best of the Company's knowledge, any other party thereto, is in material breach or material violation of, or material default under, nor is there any reasonable basis for a claim of material breach or violation by the Company or any of its Subsidiaries of, or default by the Company or any of its Subsidiaries under, the terms of any such contract, agreement, plan, lease or commitment, and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute such a material breach, violation or default by the Company or any of its Subsidiaries thereunder.

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) 4.31 is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, agreements, plans, leases, leases and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or or, to the best of the Company's knowledge, have been orally agreed to by the Company or any of its Subsidiaries: (i) each operating agreement with a long-distance provider all purchase orders or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts contracts for the purchase or sale of services, materials, products or supplies which are for a term of more than 6 months, or involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 or involve aggregate payments to the Company or any of its Subsidiaries of more than $100,00010,000, or which were entered into other than in the ordinary course of business of the Company and its Subsidiaries; (ii) all written employment, consulting or service contracts with any stockholder, director, officer, consultant, advisor or employee of the Company, any person related by blood or marriage to any such Person or any other Affiliate of the Company, and any such oral contracts which are not terminable at will by the Company or any of its Subsidiaries; (viii) all Contracts plans, contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for any stockholder, director, officer, consultant, director advisor or employee of the Company or any of its Subsidiaries; (viiv) all Contracts contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and which individually expenditures; (v) all contracts relating to the rental or use of equipment, vehicles, other personal property or fixtures; (vi) all contracts relating in the aggregate any way to direct or indirect Indebtedness for any related group borrowed money or evidenced by a bond, debenture, note or other evidence of items involve expenditures Indebtedness (whether secured or unsecured) of or to the Company or any of its Subsidiaries in excess Subsidiaries, and all Liens with respect to any Property used or owned by the Company or any of $100,000its Subsidiaries; (vii) all Contracts relating in any way to Indebtedness of the Company or its Subsidiaries, except for contracts individually involving less than $100,000; (viii) all Contracts substantially restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any Person or in any geographical area, or from using or disclosing any information in its possession (other than routine supplier and customer confidentiality agreements); (viii) all license agreements, either as licensor or licensee; (ix) all joint venture Contracts contracts and other Contracts agreements involving a sharing of profits, revenue or cash flow, including any such Contracts related to the sharing of revenue, profit or cash flow from the lease of towers or space on towers; (x) all contracts, commitments or shared services arrangement with any Affiliateand all contracts or commitments not made in the ordinary course of its business; and (xi) all other Contractscontracts, except those which are (A) cancelable cancellable on 30 days' or less notice without any penalty or other financial obligation or (B) if not so cancelablecancellable, involve annual aggregate payments by or to the Company or any of its Subsidiaries of $100,000 5,000 or less; (xi) all written Contracts of employment with any officer, consultant, director or employee and any such oral Contracts which are not terminable at will by the Company or any of its Subsidiaries; and (xii) all other "material contracts" within the meaning of Item 601 of the SEC's Regulation S-K. (b) . Except as set forth on Schedule 3.11(b) hereto4.30, all Contracts contracts, agreements, plans, leases and commitments required to be disclosed to the Purchaser Purchasers pursuant to this Section 3.11 4.30 are valid, binding and in full force and effect as to the Company or and its Subsidiaries, and neither none of the Company noror any of its Subsidiaries or, to the best of the Company's knowledge, any other party thereto, is in material breach or material violation of, or material default under, nor is there any reasonable basis for a claim of material breach or violation by the Company or any of its Subsidiaries of, or default by the Company or any of its Subsidiaries under, the terms of any such contract, agreement, plan, lease or commitment, and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute such a material breach, violation or default by the Company or any of its Subsidiaries thereunder.