Common use of Early Termination Charges Clause in Contracts

Early Termination Charges. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 100% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If: (a) Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) Company terminates this Agreement for Cause pursuant to the Section entitled “Termination,” then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 100% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: IntraLATA PIC Fee Credit Promotion Company Business Promotion for New Long Distance Customers Initial Term: 36 months Commencing on the 11th Amendment Effective Date, the Term will be extended for a period of 12 months following the expiration of the Initial Term. Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $1,200,000 in Customer’s Total Service Charges Commencing on the 11th Amendment Effective Date and for the remainder of the Term, Customer’s new AVC will be $1,800,000 in Total Service Charges, or a pro rata portion thereof for any partial contract year. During each monthly billing period of the Extended Term, Customer’s Total Service Charges must equal or exceed one-twelfth (1/12) of the AVC.

Early Termination Charges. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 100% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If: If (a) Customer terminates this Master Agreement before the end of the Term or any Service Order for reasons other than for Cause; or (b) Company NoaNet terminates this Master Agreement for Cause or any Service Order pursuant to the Section entitled “Termination,” Sections 14 or 15, then Customer will pay, within thirty (30) days after such terminationtermination the following with respect to the terminated Service Order or with respect to all Service Orders if the Master Service Agreement is terminated: (i) all accrued but unpaid charges incurred through the date of such termination, as well as NoaNet’s fees for the balance of the month in which the termination is effective, plus (ii) an amount equal to 100% fifty percent (50%) of the unsatisfied AVC remaining during “MRC” for the year of termination, and for each subsequent Contract Year remaining in the Termthen current term, plus (iii) a pro rata portion of any and all service credits received by Customer. Promotions: The In the event of termination by either Party (except for termination by Customer is eligible for Cause), Customer shall not be entitled to reimbursement of fees already paid to NoaNet. [If Customer terminates a Service Order and enters into a new Service Order within ninety days of such termination, then payment of the following promotions as amounts set forth in the Guide: IntraLATA PIC Fee Credit Promotion Company Business Promotion for New Long Distance Customers Initial Term: 36 months Commencing on the 11th Amendment Effective Date, the Term above will be extended for a period of 12 months following offset against the expiration MRCs to be charged over the term of the Initial Term. Upon expiration of the Term, the Agreement will be automatically extended on new Service Order ] If Customer desires to cancel a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice Service Order prior to the end Firm Order Confirmation NoaNet notifying Customer that the Services are available for Customer’s use, the following conditions apply, (I) where a Service Order is canceled by the customer prior to the start of any design work or installation of facilities, no charge applies, (II) when a service that requires design work is canceled after the design work has begun, NoaNet may collect charges equal to the cost incurred for the design work time and materials to date of the Initial Term termination (“Extended Term”for NoaNet employees that do such work, the charges will be calculated at NoaNet’s standard rates for such work). During , and (III) if cancellation is requested after installation work has begun, NoaNet may collect charges equal to the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $1,200,000 in Customer’s Total Service Charges Commencing on the 11th Amendment Effective Date and cost incurred for the remainder of installation work based on a time and materials basis (for NoaNet employees that do such work, the Term, Customer’s new AVC charges will be $1,800,000 in Total Service Charges, or a pro rata portion thereof calculated at NoaNet’s standard rates for any partial contract year. During each monthly billing period of the Extended Term, Customer’s Total Service Charges must equal or exceed one-twelfth (1/12) of the AVCsuch work).

Early Termination Charges. IfIf (a) the Customer terminates the Agreement before the end of the Initial Term for reasons other than Cause or pursuant to certain section of the Agreement; or (b) the Company terminates the Agreement before the end of the Initial Term for Cause, then the Customer will pay, in any Contract Year during accordance with the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall payAgreement’s payment terms: (ai) all accrued but unpaid charges incurred under this Agreement; and through the date of such termination, plus (bii) an "Underutilization Charge" in an amount equal to 10050% of the difference between unsatisfied TVC remaining at the AVC time of termination (“MSA Termination Charges”), (iii) a pro rata portion (prorated over the Initial Term) of any credits received by the Customer during the Initial Term) excluding achievement, usage, billing adjustment (including without limitation corrections of billing errors, issuance of refunds and Customer's Total Service Charges during that Contract Yearimplementation of waivers) and SLA credits. If: If (a) Customer terminates this the Agreement before the end of the Term Renewal Period for reasons other than Cause; or (b) Company terminates this the Agreement before the end of a Renewal Period for Cause pursuant to the Section entitled “Termination,” Agreement, then Customer will pay, within thirty 30 (30thirty) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 100% fifty percent (50%) of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year Renewal Period Minimum remaining in the Term, Renewal Period at the time of termination plus (iii) a pro rata portion (pro rated over the Renewal Period) of any and all credits received by CustomerCustomer during such Renewal Period excluding achievement, usage, billing adjustment (including without limitation corrections of billing errors, issuance of refunds and implementation of waivers) and SLA credits. PromotionsCredits: One-Time Credits: The Customer is eligible for will receive two credits each equal to $350,000 applied against the following promotions as set forth in Customer’s interstate and international Total Service Charges. The Customer will receive 2 checkbook Promotion Credits with each credit being equal to $50,000. The Customer acknowledges that posting of these credits will satisfy the GuideCompany’s obligations under the Checkbook Promotion provision. Usage Credit: IntraLATA PIC Fee Credit Promotion Company Business Promotion for New Long Distance Customers Initial Term: 36 months Commencing on the 11th Amendment Effective Date, the Term Customer will receive two credits equal of $75,000 which will be extended for a period of 12 months following the expiration of the Initial Term. Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $1,200,000 in applied against Customer’s Total Service Services Charges Commencing on the 11th Amendment Effective Date and or any Non- Regulated Non-Recurring costs incurred for the remainder Services. Usage Credit: Customer will receive two credits equal of the Term, $75,000 which will be applied against Customer’s new AVC Total Services Charges or any Non- Regulated Non-Recurring costs incurred for Services. Usage Credit: Customer will receive a credit equal of $52,188 which will be applied against Customer’s International Outbound and Inbound Long Distance Voice Total Services Charges. International Access Installation Credit: Customer will receive a one-time International Access Installation Credit of $1,800,000 in 200,000 to be applied against Customer Total Service Charges, or a pro rata portion thereof for any partial contract year. During each monthly billing period of the Extended Term, Customer’s Total Service Charges must equal or exceed one-twelfth (1/12) of the AVC.

Early Termination Charges. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 100% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If: (a) Customer terminates this Agreement before the end of during the Term for reasons other than Cause; Cause or (b) Company terminates this Agreement for Cause pursuant to the Section Sections entitled “TerminationTermination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 100% either (1) fifty percent (50%) of the unsatisfied difference between the AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: IntraLATA PIC Fee Credit Promotion Company Business Promotion for New Long Distance Customers Initial Term: 36 months Commencing on the 11th Amendment Effective Date, the Term will be extended for a period of 12 months following the expiration of the Initial Term. Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $1,200,000 in Customer’s Total Service Charges Commencing on for the 11th Amendment Effective Date current Contract Year plus fifty percent (50%) of the AVC for any applicable Extended Term for which Customer has previously opted or (2) if Customer has a TVC, fifty percent (50%) of the difference between the TVC and Customer’s Total Service Charges during the first and second Contract Year. For purposes of clarity, if Customer has a TVC and elects for a Second Optional Extended Term and (a) Customer terminates this Agreement during the Second Optional Extended Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an amount equal to fifty percent (50%) of the difference between the AVC and Customer's Total Service Charges during the Second Optional Extended Term. Company agrees to waive the above termination charges to the extent such termination is pursuant to Section 22 (Force Majeure). Notwithstanding the foregoing, Customer will not incur any early termination charges if Customer migrates all of the Services hereunder to another provider due to a Technological Change (as defined in Section 6 of Attachment A). The foregoing termination charges are in lieu of (and not in addition to) the Underutilization Charges. Notwithstanding anything to the contrary in above, if, at any time before the end of the second Contract Year, Customer's Total Service Charges exceed the TVC and Customer is not in breach of its obligations under the Agreement, then Customer may, at its sole option: either (a) elect to continue this Agreement in full force and effect for the remainder of the Termsecond Contract Year under the existing terms and conditions of this Agreement, Customer’s new AVC and subject to a volume commitment to be achieved in the number of months remaining in the second Contract Year (“Early Termination Month(s)”) equal to the product of $375,000.00 and said number of months remaining in the second Contract Year (“Early Termination Volume Commitment”); or (b) no later than thirty (30) days following the end of the month in which Customer satisfies the TVC and its other obligations under the Agreement, Customer shall give Company written notice to terminate this Agreement and such termination will be $1,800,000 in Total Service Chargeswithout any early termination charges under Section 6 (other than for unpaid usage and other undisputed charges incurred through the date of such termination) and such termination notice will be effective thirty (30) days after received by Company. If Customer elects to terminate the Agreement, or a pro rata portion thereof for any partial contract year. During each monthly billing period of pursuant to (b) above, the Extended Term, Customer’s Total Service Charges must equal or exceed one-twelfth (1/12) of the AVCRamp Down Period will begin upon such termination.

Early Termination Charges. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 100% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If: (a) Customer terminates this Agreement before the end of during the Term for reasons other than Cause; Cause or (b) Company terminates this Agreement for Cause pursuant to the Section Sections entitled “TerminationTermination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 100% either (1) fifty percent (50%) of the unsatisfied difference between the AVC remaining and Customer’s Total Service Charges for the current Contract Year plus fifty percent (50%) of the AVC for any applicable Extended Term for which Customer has previously opted or (2) if Customer has a TVC, fifty percent (50%) of the difference between the TVC and Customer’s Total Service Charges during the year first and second Contract Year. For purposes of clarity, if Customer has a TVC and elects for a Second Optional Extended Term and (a) Customer terminates this Agreement during the Second Optional Extended Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an amount equal to fifty percent (50%) of the difference between the AVC and Customer's Total Service Charges during the Second Optional Extended Term. Company agrees to waive the above termination charges to the extent such termination is pursuant to Section 22 (Force Majeure). Notwithstanding the foregoing, Customer will not incur any early termination charges if Customer migrates all of the Services hereunder to another provider due to a Technological Change (as defined in Section 6 of Attachment A). The foregoing termination charges are in lieu of (and not in addition to) the Underutilization Charges. Notwithstanding anything to the contrary in above, if, at any time before the end of the second Contract Year, Customer's Total Service Charges exceed the TVC and Customer is not in breach of its obligations under the Agreement, then Customer may, at its sole option: either (a) elect to continue this Agreement in full force and effect for the remainder of the second Contract Year under the existing terms and conditions of this Agreement, and for each subsequent Contract Year subject to a volume commitment to be achieved in the number of months remaining in the Termsecond Contract Year (“Early Termination Month(s)”) equal to the product of $375,000.00 and said number of months remaining in the second Contract Year (“Early Termination Volume Commitment”); or (b) no later than thirty (30) days following the end of the month in which Customer satisfies the TVC and its other obligations under the Agreement, plus Customer shall give Company written notice to terminate this Agreement and such termination will be without any early termination charges under Section 6 (iiiother than for unpaid usage and other undisputed charges incurred through the date of such termination) and such termination notice will be effective thirty (30) days after received by Company. If Customer elects to terminate the Agreement, pursuant to (b) above, the Ramp Down Period will begin upon such termination. Payment Arrangements: Customer agrees to pay Company for all Services on the latter of the following due dates: (a) within (30) days of the date that Customer receives the invoice or (b) the invoice due date (“Payment Due Date”). In connection with the foregoing, Company will issue invoices to Customer pursuant to Company’s standard invoicing procedures and timeframes. Such procedures may include billing in advance for access charges and billing after the provision of services, but in no event shall Company bill Customer more than one (1) month in advance without prior written notice to Customer. All payments must be made in U.S. Dollars. Payments must be made at the address designated on the invoice or other such place as Company may designate. Amounts not paid on the Payment Due Date shall be considered past due, and Customer agrees to pay a pro rata portion late payment charge equal to one-half percent (0.5%) per month, compounded as applied against the past due amounts. Company will provide Customer with written notice and an opportunity to pay the undisputed past due amounts without application of any and all credits received by late payment charges. Failure to remit payment on the Payment Due Date may result, upon prior written notification to Customer, in interruption or cancellation of Services under this Agreement. Promotions: The Customer is eligible shall be liable for the payment of all fees and expenses, including attorney’s fees, reasonably incurred in collecting, or attempting to collect, any charges owed hereunder. Qualifying Conditions: In order to be eligible to receive Company service under this option, the Customer must satisfy the following promotions as set forth in requirements at the Guidetime of option enrollment: IntraLATA PIC Fee Credit Promotion Customer must be an existing customer of the Company. Customer must have Option 1 T1 access loops installed at all of their current locations. Customer must have legacy Company Business Promotion for New Long Distance Customers Option 1 Frame Relay ports and PVCs at all of their current locations. Customer must have 800 sites of Option 1 data and Option 2/3 voice. Initial Term: 36 months Commencing on the 11th Amendment Effective Date, the Term will be extended for a period of 12 months following the expiration of the Initial Term. Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $1,200,000 in Customer’s Total Service Charges Commencing on the 11th Amendment Effective Date and for the remainder of the Term, Customer’s new AVC will be $1,800,000 1,250,000.00 in Total Service Charges, or a pro rata portion thereof for any partial contract year. During each monthly billing period of the Extended Term, Customer’s Total Service Charges must equal or exceed one-twelfth (1/12) of the AVC.