THE SERVICE PROVIDER
DISCLOSURE SCHEDULE THE SEPARATE MANAGEMENT AGREEMENTS WITH RESPECT TO
PARTICULAR PROPERTIES OWNED BY IWEST OR ITS AFFILIATES, EVEN THOUGH SUCH
SEPARATE MANAGEMENT AGREEMENTS SHALL CONSTITUTE MATERIAL CONTRACTS;
(II)
ANY NOTE, MORTGAGE, INDENTURE OR OTHER OBLIGATION OR AGREEMENT OR
OTHER INSTRUMENT FOR OR RELATING TO INDEBTEDNESS FOR BORROWED MONEY, OR
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ANY CAPITALIZED LEASE OBLIGATIONS, OR ANY GUARANTEE OF THIRD-PARTY OBLIGATIONS,
OF MORE THAN $25,000 INDIVIDUALLY, OR UNDER WHICH A LIEN HAS BEEN IMPOSED ON ANY
SERVICE PROVIDER'S ASSETS, TANGIBLE OR INTANGIBLE, OTHER THAN PERMITTED LIENS;
(III)
JOINT VENTURE OR PARTNERSHIP AGREEMENTS IN WHICH ANY SERVICE
PROVIDER IS A MEMBER, PARTNER OR OTHER PARTICIPANT, ANY AGREEMENTS OR
ARRANGEMENTS INCLUDING A SHARING OF PROFIT OR LOSS, OR ANY AGREEMENTS OR
ARRANGEMENTS THAT ARE TREATED AS PARTNERSHIPS FOR TAX PURPOSES, OTHER THAN
HOLDCO;
(IV)
CONTRACTS BY THEIR TERMS EXPRESSLY PROHIBITING, RESTRICTING OR
OTHERWISE LIMITING THE ABILITY OF ANY SERVICE PROVIDER OR, AFTER THE MERGERS,
IWEST AND ITS AFFILIATES, TO COMPETE WITH ANY PERSON, ENGAGE IN ITS BUSINESS OR
OPERATE IN ANY GEOGRAPHICAL AREA;
(V)
OTHER THAN THIS AGREEMENT AND OTHER THAN THE STOCKHOLDER
AGREEMENTS, ANY STOCK PURCHASE AGREEMENTS, ASSET PURCHASE AGREEMENTS AND OTHER
ACQUISITION OR DIVESTITURE AGREEMENTS RELATING TO THE ACQUISITION, LEASE OR
DISPOSITION BY ANY SERVICE PROVIDER OF ASSETS AND PROPERTIES OR ANY EQUITY
INTEREST OF SUCH SERVICE PROVIDER;
(VI)
ANY CONTRACT INVOLVING AGGREGATE ANNUAL PAYMENTS REASONABLY
EXPECTED TO BE IN EXCESS OF $25,000 TO BE MADE BY OR TO ANY SERVICE PROVIDER
AFTER THE DATE OF THIS AGREEMENT;
(VII)
ANY EMPLOYEE ARRANGEMENTS;
(VIII)
ANY CONTRACT THAT REQUIRES MAKING CAPITAL EXPENDITURES IN EXCESS
OF $25,000;
(IX)
LEASES WITH RESPECT TO LEASED REAL PROPERTY;
(X)
LICENSES, SOFTWARE LICENSE OR TELECOMMUNICATION SERVICES
AGREEMENTS (EXCLUDING MATERIAL SHRINKWRAP, CLICKWRAP AND COMMERCIALLY AVAILABLE
OFF-THE-SHELF SOFTWARE LICENSES); PROVIDED, THAT THIS CLAUSE SHALL COVER ANY
MATERIAL LICENSES ACQUIRED OR USED BY ANY SERVICE PROVIDER PURSUANT TO A VOLUME
PURCHASE AGREEMENT, ENTERPRISE LICENSE AGREEMENT, OR SIMILAR ARRANGEMENT BY
WHICH SUCH SERVICE PROVIDER IS PERMITTED TO ACQUIRE RIGHTS TO USE MULTIPLE
LICENSES;
(XI)
CONTRACTS, OTHER THAN THE STOCKHOLDER AGREEMENTS AND THE SERVICES
AGREEMENTS, BETWEEN ANY SERVICE PROVIDER, ON THE ONE HAND, AND ANY OF IREIC, ANY
STOCKHOLDER OR ANY AFFILIATE THEREOF, ON THE OTHER HAND; AND
(XII)
ANY MATERIAL CONTRACT INVOLVING THE PROVISION OF SERVICES BY ANY
SERVICE PROVIDER TO ANY PERSON, OTHER THAN IWEST AND ITS AFFILIATES.
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(B)
EACH SERVICE PROVIDER HAS FURNISHED TO IWEST OR ITS REPRESENTATIVES TRUE
AND COMPLETE COPIES OF THE MATERIAL CONTRACTS (OR, WHERE APPLICABLE,
REPRESENTATIVE FORMS THEREOF), AS IN EFFECT ON THE DATE OF THIS AGREEMENT.
THERE ARE NO ORAL CONTRACTS TO WHICH ANY SERVICE PROVIDER IS A PARTY OR BY WHICH
ANY OF THE ASSETS OF ANY SERVICE PROVIDER ARE BOUND OR AFFECTED THAT WOULD BE A
"MATERIAL CONTRACT" IF IN WRITTEN FORM.
(C)
EACH MATERIAL CONTRACT AND ALL CONTRACTS THAT MAY BE ENTERED INTO BY ANY
SERVICE PROVIDER AFTER THE DATE HEREOF AND BEFORE THE CLOSING WHICH, BUT FOR THE
DATE ON WHICH SUCH CONTRACT WAS ENTERED