Common use of Business Downturn Clause in Contracts

Business Downturn. Customer will not be liable for underutilization ----------------- charges where such underutilization charges are solely [*]. In the event that Customer's Usage Charges fall below seventy percent (70%) of the First and or Second Minimum during the term of service as a result of such business downturn, MCI and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal that will address the concerns of both parties and comply with all applicable legal and ------------------- [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested to the omitted portions. regulatory requirements and restrictions, provided, however, that if a new agreement is not reached within thirty (30) days of MCI's notice to Customer that Customer's Usage Charges have fallen below [*], MCI may terminate this Agreement without liability to Customer upon ninety (90) days written notice. By way of example and not limitation, the alternative proposal may include changes in discounts, credits, revenue, and/or volume commitments, the multi-year service period, and other provisions. Subject to all applicable legal and regulatory requirements of the Federal Communications Commission and the Communications Act of 1934, as amended, MCI will prepare and file any tariff revisions necessary to implement such mutually agreeable alternative proposal. This provision will not apply to a change resulting from a decision by Customer to: (1) reduce its overall use of telecommunications service; (2) alter its telecommunications network architecture; or (3) transfer portions of its telecommunications traffic or projected growth to carriers other than MCI. This provision will also not apply during the first twelve (12) months of the term of service and, after the first twelve (12) months, may only be used one (1) time by Customer during the term of service. Customer must give MCI immediate written notice of the conditions it believes will require the application of this provision.

Business Downturn. Customer will not be liable for underutilization ----------------- charges where such underutilization charges are solely due to [*]. In the event that the Customer's Usage Charges fall below seventy percent (70%) [*] of the First and or Second Annual Minimum during the term of service Service Term as a result of such business downturn, MCI and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal that will address the concerns of both parties and comply with all applicable legal and ------------------- [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested to the omitted portions. regulatory requirements and restrictions, provided, however, that if a new agreement is not reached within thirty (30) days of MCI's notice to Customer that Customer's Usage Charges have fallen below [*]] of the Annual Minimum, MCI may terminate this Agreement without liability to Customer upon ninety (90) days written notice. By way of example and not limitation, the alternative proposal may include changes in discounts, credits, revenue, revenue and/or volume commitments, the multi-year service period, and other provisions. Subject to all applicable legal and regulatory requirements of the Federal Communications Commission and the Communications Act of 1934, as amended, MCI will prepare and file any tariff revisions necessary to implement such mutually agreeable alternative proposal. This provision will shall not apply to a change resulting from a decision by a Customer to: (1) reduce its overall use of telecommunications service; (2) alter its telecommunications network architecture; or (3) transfer portions of its telecommunications traffic or projected growth to carriers other than MCI. This provision will shall also not apply during the first twelve (12) months of the term of service Service Term and, after the first twelve (12) months, may only be used one (1) time by Customer during the term of serviceService Term. Customer must give MCI immediate written notice of the conditions it believes will require the application of this provision.

Business Downturn. Customer will not be liable for underutilization ----------------- charges where such underutilization charges are solely [*]. In the event of a business downturn beyond Customer’s control or a divestiture of an Affiliate of Customer that significantly reduces the volume of network services required by the Customer with the result the Customer will be unable to meet its revenue and/or volume commitments under this Contract (notwithstanding Customer's Usage Charges fall below seventy percent (70%) of the First and or Second Minimum during the term of service as ’s best efforts to avoid such a result of such business downturnshortfall), MCI WorldCom and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal that will address satisfy the concerns of both parties and comply with all applicable legal and ------------------- [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested to the omitted portions. regulatory requirements and restrictions, provided, however, that if a new agreement is not reached within thirty (30) days of MCI's notice to Customer that Customer's Usage Charges have fallen below [*], MCI may terminate this Agreement without liability to Customer upon ninety (90) days written noticerequirements. By way of example and not limitation, the such alternative proposal proposals may include changes in discountsrates (in relation to the reduction in the AVC), creditsnonrecurring charges (in relation to the reduction in the AVC), revenue, revenue and/or volume commitments, discounts, the multi-year service period, services period and other provisions. Subject to all applicable legal and regulatory requirements, including the requirements of the Federal Communications Commission and the Communications Act of 1934, 1934 (as revised and amended), MCI WorldCom will prepare and file any tariff revisions necessary to implement such mutually agreeable alternative proposal. This provision will shall not apply to a change resulting from a decision by Customer to: (1i) reduce its overall use of telecommunications service; (2) alter its telecommunications network architecturetelecommunications; or (3ii) transfer portions of its telecommunications traffic or projected growth to carriers other than MCIMCI WorldCom. This provision will also not apply during the first twelve (12) months of the term of service and, after the first twelve (12) months, may only be used one (1) time by Customer during the term of service. The Customer must give MCI immediate WorldCom sixty (60) days’ prior written notice of the conditions it believes will require the application of this provision. This provision does not constitute a waiver of any charges, including shortfall charges, incurred by the Customer prior to the time the parties mutually agree to amend or replace this Agreement.