Common use of CONSIDERATION RECITAL Clause in Contracts

CONSIDERATION RECITAL. In consideration of the terms and conditions set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Customer agree as set forth in this Amendment. The modifications and amendments made herein were negotiated together, and each is made in consideration of all of the other terms and conditions herein. All such modifications and amendments are interrelated and are dependent on each other. No separate, additional or different consideration is contemplated with respect to the modifications and amendments herein. Contractor and Customer acknowledge that Contractor’s agreements hereunder, including by way of example and not limitation, certain TN Porting Event pricing reductions reflected in Rate Card No. 2 (defined below in this Amendment) and the Fixed Credit Payments for 2003, the Fixed Credit Payments for 2004 and the Variable Credit Payments (all as reflected and defined in this Amendment) have been offered in part because of past and Amendment No.42-NPAM(NE) October 22,2003 Sow: No _ Yes expected TN Porting Event volumes for the United States Service Areas and the cost savings asserted by Contractor that are or may be associated with the current and coordinated implementation in the United States Service Areas of Release 3.2 of the NPAC/SMS Software. Notwithstanding the foregoing, Customer makes no representations with respect to expected TN Porting Event volumes in the United States Service Areas and does not guarantee or otherwise ensure any TN Porting Event volumes, and Contractor makes no representations with respect to Contractor’s realization of current or anticipated cost savings associated with the implementation in the United States Service Areas of Release 3.2 of the NPAC/SMS Software. Nonetheless, Contractor expressly agrees and acknowledges that regardless of Contractor’s realization of any such current or anticipated costs savings, immediately upon the Amendment Effective Date, Exhibit E (Pricing Schedules) of the Master Agreement as amended and restated pursuant to Article 5 of this Amendment shall govern as provided therein.

CONSIDERATION RECITAL. In consideration of the terms and conditions set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Customer agree as set forth in this Amendment. The modifications and amendments made herein were negotiated together, and each is made in consideration of all of the other terms and conditions herein. All such modifications and amendments are interrelated and are dependent on each otherone another. No separate, additional or different consideration is contemplated with respect to the modifications and amendments herein. Contractor and Customer acknowledge that Contractor’s the agreements hereunder, including by way of example and not limitation, certain TN Porting Event pricing reductions reflected in Rate Card No. 2 (defined below in this Amendment) and the Fixed Credit Payments for 2003, the Fixed Credit Payments for 2004 and the Variable Credit Payments (all as reflected and defined in this Amendment) hereunder have been offered in part and accepted because of past Contractor provides Services, and Amendment No.42-NPAM(NE) October 22,2003 Sow: No _ Yes expected TN Porting Event volumes for the United States Service Areas and the cost savings asserted by Contractor that are or may be associated with the current and coordinated implementation Customer receives Services, in the United States Service Areas of Release 3.2 of Area in accordance with the NPAC/SMS Software, functionality, Change Orders, terms and conditions (the “NPAC/SMS Features”) required under all amendments to and Statements of Work under the Master Agreement, and which NPAC/SMS Features have been elected and purchased by Customer on behalf of the Subscribing Customer as of the Amendment Effective Date. Notwithstanding The Parties agree and acknowledge that Article 29 of the foregoingMaster Agreement shall not apply with respect to the execution and delivery of this Amendment, so that this Amendment shall not be considered to be the provision of a centralized NPAC solution. Neither Contractor nor Customer makes no has made or is hereby making any representations with respect to either the reliability or likelihood of expected or forecasted TN Porting Event volumes in the this Service Area individually or cumulatively with any other United States Service Areas and Areas, cumulatively or with respect to the realization of any expected or forecasted cost savings. Furthermore, Customer does not guarantee or otherwise ensure promise or assure any TN Porting Event volumesvolumes in this Service Area, and Contractor makes no representations either individually or cumulatively with respect to Contractor’s realization of current or anticipated cost savings associated with the implementation in the other United States Service Areas of Release 3.2 of the NPAC/SMS Software. Nonetheless, Contractor expressly agrees and acknowledges that regardless of Contractor’s realization of any such current or anticipated costs savings, immediately upon the Amendment Effective Date, Exhibit E (Pricing Schedules) of the Master Agreement as amended and restated pursuant to Article 5 of this Amendment shall govern as provided thereinAreas.

CONSIDERATION RECITAL. In consideration of the terms and conditions set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Customer agree as set forth in this Amendment. The modifications and amendments made herein were negotiated together, and each is made in consideration of all of the other terms and conditions herein. All such modifications and amendments are interrelated Amendment No. 57 (NE) September 21, 2006 SOW: þ No oYes and are dependent on each other. No separate, additional or different consideration is contemplated with respect to the modifications and amendments herein. Contractor and Customer acknowledge that Contractor’s the agreements hereunder, including by way of example and not limitation, certain TN Porting Event pricing reductions reflected in Rate Card No. 2 (defined below in this Amendment) and the Fixed Credit Payments for 2003, the Fixed Credit Payments for 2004 and the Variable Credit Payments (all as reflected and defined in this Amendment) hereunder have been offered and accepted in part because of past and Amendment No.42-NPAM(NE) October 22,2003 Sow: No _ Yes expected TN Porting Event volumes for the United States Service Areas and the cost savings asserted by Contractor that are or may be associated with the current and coordinated implementation in the United States Service Areas of Release 3.2 of Area, and in part because Contractor provides Service, and Customer receives Service, in the Service Area in accordance with the NPAC/SMS Software, functionality, Change Orders, terms and conditions (the “NPAC/SMS Features”) required under all amendments to and Statements of Work under the Master Agreement, and which NPAC/SMS Features have been elected and purchased by Customer on behalf of the Subscribing Customer as of the Amendment Effective Date. The Parties agree and acknowledge that Article 29 of the Master Agreement shall not apply with respect to the execution and delivery of this Amendment. Notwithstanding the foregoing, Customer makes no representations with respect to the reliability or likelihood of expected or forecasted TN Porting Event volumes in the any United States Service Areas and does not guarantee or otherwise ensure any TN Porting Event volumesArea, and Contractor makes no representations with respect to Contractor’s realization of current or anticipated cost savings associated with the implementation in the United States Service Areas of Release 3.2 of the NPAC/SMS Software. Nonetheless, Contractor expressly agrees and acknowledges that regardless of ContractorCustomer’s realization of any such current expected or anticipated costs savingsforecasted cost savings . Nonetheless, the Parties expressly agree and acknowledge that immediately upon the Amendment Effective Date, Exhibit E (Pricing Schedules) of the Master Agreement as amended and restated pursuant to Article 5 Section 8.1 of this Amendment Amendment, subject to, among other things, Section 8.3 and Section 8.4, and shall govern as provided therein.