Existing Network. IDT hereby grants and conveys to Net2Phone an ---------------- indefeasible right to use and enjoy, to the extent of IDT's rights therein, those equipment items, equipment leases and rights of use and/or access which are part of IDT's existing DS3 network and are described on Exhibit A hereto --------- (the "Existing Network"), such grant and conveyance to be effective as of the date hereof. The foregoing grant and conveyance shall terminate with respect to any item described on Exhibit A hereto upon the first of the following to occur: --------- (i) with respect to any part of the Existing Network, upon the expiration of the respective lease or other agreement set forth in Exhibit A relating to such part --------- of the Existing Network; (ii) with respect to any part of the Existing Network which will be replaced by the Frontier Network (as defined below), upon Net2Phone exercising its rights set forth in Section 2(a) hereof with respect to such part of the Existing Network; or (iii) with respect to any part of the Existing Network not sooner terminated pursuant to clauses (i) or (ii) above, upon the mutual consent of IDT and Net2Phone. Net2Phone hereby agrees it shall perform all obligations reasonably required of it by IDT and shall do nothing whatsoever in violation of the agreements set forth on Exhibit A. It is expressly understood that IDT --------- remains the primary party with respect to all agreements set forth on Exhibit A --------- and retains all obligations to pay rent and/or usage fees in connection therewith.
Existing Network. On May 1, 1999, and on the first day of each ---------------- month thereafter until such time as the grant and conveyance set forth in Section 1(a) hereof has terminated in its entirety, Net2Phone shall pay to IDT an Existing Network Fee (as defined below) as compensation for the grant and conveyance set forth in Section 1(a) hereof with respect to the Existing Network. As the Frontier Network is completed and delivered, Net2Phone shall have the right to require IDT to terminate, in whole or in part, any or all of the leases and other agreements set forth in Exhibit A, to the extent permitted --------- by such instruments. With respect to any termination requested by Net2Phone, the actual date such lease or other agreement is terminated shall hereinafter be referred to as the "Termination Date" with respect to such lease or other agreement. To the extent that IDT incurs any termination or cancellation charges as a result of any such lease or contract termination, Net2Phone shall reimburse IDT for such charges upon demand. The Existing Network Fee shall equal, on each date payable, the product of $60,000 multiplied by a fraction, the numerator of which is the total mileage of all circuits set forth on Exhibit A hereto except those circuits with --------- respect to which a Termination Date has occurred and the denominator of which is the total mileage of all circuits set forth on Exhibit A hereto. Ten (10) days --------- following the end of any month in which a Termination Date has occurred, IDT shall refund to Net2Phone upon the request of Net2Phone that portion of the Existing Network Fee for such month representing the per diem charge for each circuit deemed terminated during such month (based on mileage) for the number of days in such month following the Termination Date with respect to such circuit.
Existing Network. Beginning on the date hereof and ---------------- continuing until the termination in its entirety of the grant and conveyance with respect to the Existing Network, Net2Phone shall reimburse IDT an amount equal to the costs and fees IDT incurs subsequent to the date hereof pursuant to such leases and other agreements, such reimbursement shall be due and payable upon payment by IDT of such costs and fees. As the Frontier Network is completed, delivered and installed, Net2Phone shall have the right to require IDT to terminate, in whole or in part, any or all of the leases and other agreements set forth in Exhibit A, to the extent permitted by such --------- instruments. To the extent that IDT incurs any termination or cancellation charges as a result of any such lease or contract terminations, Net2Phone shall reimburse IDT for such charges upon demand.
Existing Network. As of the Effective Date, the Initial Members hereby convey to the Association, all of their right, title and interest in and to the Existing Network (except Laterals), together with all of their right, title and interest in and to any and all easements relating to such portions of the Existing Network.
