Common use of Restriction on Resale Clause in Contracts

Restriction on Resale. PSINet shall not sell, swap, lease or otherwise transfer (including, without limitation, by way of a pledge, hypothecation or security interest) any Bandwidth obtained from IXC to any third party ("Transferee") except (i) to an Affiliate, or (ii) in connection with the offering of Internet connectivity services, as such services shall evolve and mature, or (iii) in connection with a bona fide financing arrangement with an unaffiliated third party and any foreclosure or similar sale in connection therewith; provided that in any such case, the Transferee shall agree to be subject to the terms of this Section 15.5. PSINet and each Transferee shall not use the Bandwidth acquired from IXC pursuant to this Agreement to provide any party (other than PSINet and its controlled U.S. affiliates for purpose of the aggregation of the customer traffic of PSINet and its controlled U.S. affiliates) any form of non-Internet telecommunications transport at a rate greater than DS-3 (45mbps) without the specific written approval of IXC. PSINet is specifically restricted from using the Bandwidth to deliver any analog or digitized long- distance switched telephone service or any substantially similar service, based on non-Internet telephone switching technologies, and only on such technologies, or private line service (such as XX-0, XX-0, XX-0, T-1, T-3, E-1, E-3, OC-3, OC- 12, OC-48, or any OC-N private line service), to any third party. Any pledge, hypothecation or security interest of or in the Bandwidth will be subject to the terms and conditions of this Agreement, including, without limitation, this section. PSINet will not compete during 1997 against IXC for * business, or for such other business opportunities introduced to PSINet by IXC as may be reduced to writing and acknowledged by PSINet, for services to be rendered in 1997 or thereafter, provided, however, that this sentence will not restrict PSINet from providing services contracted for prior to the date hereof. Notwithstanding the foregoing, the restrictions set forth in this Section 15.5 will not apply to any Transferee which acquires any Bandwidth in connection with a Bankruptcy Proceeding filed or initiated by or against PSINet.

Restriction on Resale. PSINet shall not sell, swap, lease or otherwise transfer (including, without limitation, by way of a pledge, hypothecation or security interest) any Bandwidth obtained from IXC to any third party ("Transferee") except (i) to an Affiliate, or (ii) in connection with the offering of Internet connectivity services, as such services shall evolve and mature, or (iii) in connection with a bona fide financing arrangement with an unaffiliated third party and any foreclosure or similar sale in connection therewith; provided that in any such case, the Transferee shall agree to be subject to the terms of this Section 15.5. PSINet and each Transferee shall not use the Bandwidth acquired from IXC pursuant to this Agreement to provide any party (other than PSINet and its controlled U.S. affiliates for purpose of the aggregation of the customer traffic of PSINet and its controlled U.S. affiliates) any form of non-Internet telecommunications transport at a rate greater than DS-3 (45mbps) without the specific written approval of IXC. PSINet is specifically restricted from using the Bandwidth to deliver any analog or digitized long- long-distance switched telephone service or any substantially similar service, based on non-Internet telephone switching technologies, and only on such technologies, or private line service (such as XX-0DS-0, XX-0, XX-0, T-1X-1, T-3, E-1, E-3, OC-3, OC- 12, OC-48, or any OC-N private line service), to any third party. Any pledge, hypothecation or security interest of or in the Bandwidth will be subject to the terms and conditions of this Agreement, including, without limitation, this section. PSINet will not compete during 1997 against IXC for * business, or for such other business opportunities introduced to PSINet by IXC as may be reduced to writing and acknowledged by PSINet, for services to be rendered in 1997 or thereafter, provided, however, that this sentence will not restrict PSINet from providing services contracted for prior to -------- * Confidential material has been omitted and filed separately with the date hereof. Notwithstanding the foregoing, the restrictions set forth in this Section 15.5 will not apply to any Transferee which acquires any Bandwidth in connection with a Bankruptcy Proceeding filed or initiated by or against PSINetSecurities and Exchange Commission.

Restriction on Resale. PSINet shall not sell, swap, lease or otherwise transfer (including, without limitation, by way of a pledge, hypothecation or security interest) any Bandwidth obtained from IXC to any third party ("Transferee") except (i) to an Affiliate, or (ii) in connection with the offering of Internet connectivity services, as such services shall evolve and mature, or (iii) in connection with a bona fide financing arrangement with an unaffiliated third party and any foreclosure or similar sale in connection therewith; provided that in any such case, the Transferee shall agree to be subject to the terms of this Section 15.5. PSINet and each Transferee shall not use the Bandwidth acquired from IXC pursuant to this Agreement to provide any party (other than PSINet and its controlled U.S. affiliates for purpose of the aggregation of the customer traffic of PSINet and its controlled U.S. affiliates) any form of non-Internet telecommunications transport at a rate greater than DS-3 (45mbps) without the specific written approval of IXC. PSINet is specifically restricted from using the Bandwidth to deliver any analog or digitized long- distance switched telephone service or any substantially similar service, based on non-Internet telephone switching technologies, and only on such technologies, or private line service (such as XX-0, XX-0, XX-0, T-1, T-3, E-1, E-3, OC-3, OC- 12, OC-48, or any OC-N private line service), to any third party. Any pledge, hypothecation or security interest of or in the Bandwidth will be subject to the terms and conditions of this Agreement, including, without limitation, this section. PSINet will not compete during 1997 against IXC for * business, or for such other business opportunities introduced to PSINet by IXC as may be reduced to writing and acknowledged by PSINet, for services to be rendered in 1997 or * Confidential material has been omitted and filed separately with the Securities and Exchange Commission thereafter, providedPROVIDED, howeverHOWEVER, that this sentence will not restrict PSINet from providing services contracted for prior to the date hereof. Notwithstanding the foregoing, the restrictions set forth in this Section 15.5 will not apply to any Transferee which acquires any Bandwidth in connection with a Bankruptcy Proceeding filed or initiated by or against PSINet.

Restriction on Resale. PSINet shall not sell, swap, lease or otherwise transfer (including, without limitation, by way of a pledge, hypothecation or security interest) any Bandwidth obtained from IXC to any third party ("Transferee") except (i) to an Affiliate, or (ii) in connection with the offering of Internet connectivity services, as such services shall evolve and mature, or (iii) in connection with a bona fide financing arrangement with an unaffiliated third party and any foreclosure or similar sale in connection therewith; provided that in any such case, the Transferee shall agree to be subject to the terms of this Section 15.5. PSINet and each Transferee shall not use the Bandwidth acquired from IXC pursuant to this Agreement to provide any party (other than PSINet and its controlled U.S. affiliates for purpose of the aggregation of the customer traffic of PSINet and its controlled U.S. affiliates) any form of non-Internet telecommunications transport at a rate greater than DS-3 (45mbps) without the specific written approval of IXC. PSINet is specifically restricted from using the Bandwidth to deliver any analog or digitized long- long-distance switched telephone service or any substantially similar service, based on non-Internet telephone switching technologies, and only on such technologies, or private line service (such as XX-0DS-0, XX-0, XX-0, T-1X-1, T-3, E-1, E-3, OC-3, OC- 12, OC-48, or any OC-N private line service), to any third party. Any pledge, hypothecation or security interest of or in the Bandwidth will be subject to the terms and conditions of this Agreement, including, without limitation, this section. PSINet will not compete during 1997 against IXC for * business, or for such other business opportunities introduced to PSINet by IXC as may be reduced to writing and acknowledged by PSINet, for services to be rendered in 1997 or thereafter, provided, however, that this sentence will not restrict PSINet from providing services contracted for prior to the date hereof. * Confidential material has been omitted and filed separately with the Securities and Exchange Commission. Notwithstanding the foregoing, the restrictions set forth in this Section 15.5 will not apply to any Transferee which acquires any Bandwidth in connection with a Bankruptcy Proceeding filed or initiated by or against PSINet.

Restriction on Resale. PSINet shall not sell, swap, lease or otherwise transfer (including, without limitation, by way of a pledge, hypothecation or security interest) any Bandwidth obtained from IXC to any third party ("Transferee") except (i) to an Affiliate, or (ii) in connection with the offering of Internet connectivity services, as such services shall evolve and mature, or (iii) in connection with a bona fide financing arrangement with an unaffiliated third party and any foreclosure or similar sale in connection therewith; provided that in any such case, the Transferee shall agree to be subject to the terms of this Section 15.5. PSINet and each Transferee shall not use the Bandwidth acquired from IXC pursuant to this Agreement to provide any party (other than PSINet and its controlled U.S. affiliates for purpose of the aggregation of the customer traffic of PSINet and its controlled U.S. affiliates) any form of non-Internet telecommunications transport at a rate greater than DS-3 (45mbps) without the specific written approval of IXC. PSINet is specifically restricted from using the Bandwidth to deliver any analog or digitized long- distance switched telephone service or any substantially similar service, based on non-Internet telephone switching technologies, and only on such technologies, or private line service (such as XX-0DS-0, XX-0DS-1, XX-0DS-3, T-1, T-3, E-1, E-3, OC-3, OC- 12, OC-48, or any OCxxx XX-N private X xxxxxxe line service), to any third party. Any pledge, hypothecation or security interest of or in the Bandwidth will be subject to the terms and conditions of this Agreement, including, without limitation, this section. PSINet will not compete during 1997 against IXC for * business, or for such other business opportunities introduced to PSINet by IXC as may be reduced to writing and acknowledged by PSINet, for services to be rendered in 1997 or * Confidential material has been omitted and filed separately with the Securities and Exchange Commission thereafter, providedPROVIDED, howeverHOWEVER, that this sentence will not restrict PSINet from providing services contracted for prior to the date hereof. Notwithstanding the foregoing, the restrictions set forth in this Section 15.5 will not apply to any Transferee which acquires any Bandwidth in connection with a Bankruptcy Proceeding filed or initiated by or against PSINet.