Common use of Termination Charges Clause in Contracts

Termination Charges. (A) Customer may cancel a Service following Level 3's acceptance of the applicable Customer Order and prior to the Customer Commit Date upon prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that Customer does so, or in the event that the delivery of such Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a cancellation charge equal to the sum of: (i) any third party cancellation/termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's out of pocket costs (if any) incurred in constructing Facilities in or to the Customer Premises necessary for Service delivery; (iii) the non-recurring charges for any cancelled Service; and (iv) one (1) month's monthly recurring charges for any cancelled On-Net Service. Customer's right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon Level 3's delivery to Customer of a Connection Notice for such Service. (B) In addition to Customer's right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to the end of the Service Term upon thirty (30) days' prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that, after either the original Customer Commit Date (if Customer requests and Level 3 agrees to a delay in delivery of a particular Service) or Customer's receipt of the Connection Notice for a particular Service (whichever occurs first) and prior to the end of the Service Term, Customer terminates Service or in the event that the delivery of Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a termination charge equal to the sum of: (i) all unpaid amounts for Service provided through the date of termination; (ii) any third party cancellation/termination charges related to the installation and/or termination of any Off-Net Service; (iii) the non-recurring charges for any cancelled Service, if not already paid; (iv) for any On-Net Service, the percentage of the monthly recurring charges for the terminated On-net Service calculated from the effective date of termination as (a) 100% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 1-12 of the Service Term, plus (b) 50% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through the end of the Service Term. (C) The parties acknowledge that the cancellation or termination charges set forth in this Section 3.7 are a genuine estimate of the actual damages that Level 3 will suffer and are not a penalty.

Termination Charges. (A) Customer may cancel a Service following Level 3's acceptance of the applicable Customer Order and prior to the Customer Commit Date upon prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that Customer does so, or in the event that the delivery of such Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a cancellation charge equal to the sum of: (i) any third party cancellation/termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's out of pocket costs (if any) incurred in constructing Facilities in or to the Customer Premises necessary for Service delivery; (iii) the non-recurring charges for any cancelled Service; and (iv) one (1) month's monthly recurring charges for any cancelled On-Net Service. Customer's right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon Level 3's delivery to Customer of a Connection Notice for such Service. (B) In addition to Customer's right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to the end of the Service Term upon thirty (30) days' prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that, after either the original Customer Commit Date (if Customer requests and Level 3 agrees to a delay in delivery of a particular Service) or Customer's receipt of the Connection Notice for a particular Service (whichever occurs first) and prior to the end of the Service Term, Customer terminates Service or in the event that the delivery of Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a termination charge equal to the sum of: (i) all unpaid amounts for Service provided through the date of termination; (ii) any third party cancellation/termination charges related to the installation and/or termination of any Off-Net Service; (iii) the non-recurring charges for any cancelled Service, if not already paid; (iv) for any On-Net Service, the percentage of the monthly recurring charges for the terminated On-net Service calculated from the effective date of termination as (a) 100% of If Customer terminates this Agreement or an affected Service or Service Component for cause in accordance with the remaining monthly recurring charges that would have been incurred Agreement or if AT&T terminates a Service or Service Component other than for cause, Customer will not be liable for the On-Net Service for months 1-12 of the Service Term, plus (b) 50% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through the end of the Service Term. (C) The parties acknowledge that the cancellation or termination charges set forth in this Section 3.7 8.4. (b) If Customer or AT&T terminates a Service or Service Component prior to Cutover other than as set forth in Section 8.4(a), Customer (i) will pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the absence of such specified charges, will reimburse AT&T for time and materials incurred prior to the effective date of termination, plus any third party charges resulting from the termination. (c) If Customer or AT&T terminates a Service or Service Component after Cutover other than as set forth in Section 8.4(a), Customer will pay applicable termination charges as follows: (i) 50% (unless a different amount is specified in the Pricing Schedule) of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period; (ii) if termination occurs before the end of an applicable Minimum Retention Period, any associated credits or waived or unpaid non-recurring charges; and (iii) any charges incurred by AT&T from a third party (i.e., not an AT&T Affiliate) due to the termination. The charges set forth in Sections 8.4(c)(i) and (ii) will not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period or Minimum Retention Period, as applicable, (the “Minimum Period”) and associated charge for the replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, respectively, and if the upgrade is not restricted in the applicable Service Publication. (d) In addition, if Customer terminates a genuine estimate Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the actual damages that Level 3 will suffer and are not a penaltyunsatisfied MARC for the balance of the Pricing Schedule Term.

Termination Charges. (A) 3.9.1 Customer may cancel a Service following Level 3's KFN acceptance of the applicable Customer Service Order and prior to the Customer Commit Service Due Date upon prior written notice to Level 3 KFN (with sufficient detail necessary to identify the affected Service). In the event that Customer does so, or in the event that the delivery of such Service is terminated by Level 3 KFN as the result of an uncured default by Customer pursuant to Section 4.2 4.2.1 of this Agreement, Customer shall pay Level 3 KFN a cancellation charge equal to the sum of: (i) any third all third-party cancellation/termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's out of KFN’s out-of-pocket costs (if any) incurred in constructing Facilities in or extending to the Customer Premises necessary for Service delivery; (iii) the non-recurring charges for any cancelled Service; and (iv) one (1) month's monthly recurring charges for any cancelled On-Net Service. Customer's right to cancel any particular Service under this Section 3.7(A) 3.10.1 shall automatically expire and shall no longer apply upon Level 3's KFN’s delivery to Customer of a Connection Service Acceptance Notice for such Service. (B) 3.9.2 In addition to Customer's right of cancellation under Section 3.7(A) 3.10.1 above, Customer may terminate Service prior to the end of the Service Term upon thirty (30) days' prior written notice to Level 3 KFN (with sufficient detail necessary to identify the affected Service). In the event that, after either the original Customer Commit Service Due Date (if Customer requests and Level 3 KFN agrees to a delay in delivery of a particular Service) or Customer's receipt of the Connection Service Acceptance Notice for a particular Service (whichever occurs first) and prior to the end of the Service Term, Customer terminates Service or in the event that the delivery of Service is terminated by Level 3 KFN as the result of an uncured default by Customer pursuant to Section 4.2 4.2.1 of this Agreement, Customer shall pay Level 3 KFN a termination charge equal to the sum of: (i) all unpaid amounts for Service provided through the date of termination; (ii) any third all third-party cancellation/termination charges related to the installation and/or termination of any Off-Net Service; (iii) the non-recurring charges for any cancelled Service, if not already paid; (iv) for any On-Net Service, the percentage of the monthly recurring charges for the terminated On-net Net Service calculated from the effective date of termination as (a) 100% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 1-12 of the Service Term, plus (b) 50% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through the end of the Service TermTerm (if applicable). (C) The parties acknowledge that the cancellation or a. Customer will not be liable for early termination charges set forth in this Section 3.7 are should Customer’s business operations under substantially the same or similar ownership be completely moved to a genuine estimate location at which KFN is not offering local service at the time of the actual damages move, or are permanently closed unless Customer has a circuit-based service that Level 3 would subject KFN to an early termination charge from the underlying circuit provider. Upon request, Customer will suffer provide documented proof of its move or close to KFN and are not a penaltyits failure to do so will result in assessment of early termination charges.

Termination Charges. (A) Customer may cancel a Service without liability following Level 3's ’s acceptance of the applicable Customer Order and but prior to the Customer’s receipt of the Connection Notice by providing written notice to Level 3 no more than *** prior to the Customer Commit Date upon prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service)Date. In the event that Customer does soprovides notice less than *** prior to the Customer Commit Date, or in the event that the delivery of such Service is terminated by Level 3 as Xxxxx 0 prior to delivery of a Connection Notice due to a failure of Customer to comply with the result of an uncured default by Customer pursuant to Section 4.2 terms of this AgreementAgreement or any Customer Order, Customer shall pay Level 3 a cancellation charge equal to the sum of: (i) any third party cancellation/termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's out of pocket costs (if any) incurred in constructing Facilities in or to the Customer Premises necessary for Service delivery; (iii) the non-recurring charges for any cancelled Service; and (iv) one (1) month's monthly recurring charges in the case of Colocation Space, the costs incurred by Xxxxx 0 in returning the Colocation Space to a condition suitable for any cancelled On-Net Service. use by third parties, plus (2): *** Customer's ’s right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon Level 3's delivery to Customer on and after Customer’s receipt of a Connection Notice for such ServiceNotice. (B) In addition to Customer's ’s right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to the end of the Service Term upon thirty (30) days' ’ prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service)3. In the event that, after either the original Customer Commit Service Commencement Date (if Customer requests and Level 3 agrees to a delay in delivery of a particular Service) or Customer's receipt of the Connection Notice for a particular Service (whichever occurs first) and prior to the end of the Service Term, Customer terminates Service or in the event that the delivery of Service is terminated by Level 3 as due to a failure of Customer to comply with the result of an uncured default by Customer pursuant to Section 4.2 terms of this AgreementAgreement or any Customer Order, Customer shall pay Level 3 a termination charge equal to the sum of: of (i1) all unpaid amounts in the case of Colocation Space, the costs incurred by Xxxxx 0 in returning the Colocation Space to a condition suitable for Service provided through use by third parties, plus (2): *** Notwithstanding the date of termination; (ii) any third party cancellation/foregoing, in no event will the early termination charges related to the installation and/or termination of any Off-Net Service; (iii) the non-recurring charges for any cancelled Service, if not already paid; (iv) for any On-Net Service, the percentage of the monthly recurring charges for the terminated On-net Service calculated from the effective date of termination as (a) under this Agreement exceed 100% of the remaining monthly recurring charges that would have been incurred for the On-Net Service. (C) Customer may, upon at least thirty (30) days prior written notice to Xxxxx 0, xxxxxxxxx its use of Service for months 1-12 after the delivery of the Service Term, plus (b) 50% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through a Connection Notice but prior to the end of the Service Term. (C) The parties acknowledge that Term without the cancellation or payment of any applicable termination charges set forth in this Section 3.7 are a genuine estimate of the actual damages that Level 3 will suffer and are not a penalty.liability if: ***

Termination Charges. (A) Customer may cancel a Service following Level 3's ’s acceptance of the applicable Customer Order and prior to the Customer Commit Date upon prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that Customer does so, or in the event that the delivery of such Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a cancellation charge (as Level 3’s sole and exclusive remedy for such cancellation) equal to the sum of:; (i) any third party cancellation/termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's ’s out of pocket costs (if any) incurred in constructing Facilities in or to the Customer Premises necessary for Service deliverydelivery solely to the extent they exceed the non-recurring charges for the cancelled Service; (iii) the non-recurring charges * for any cancelled Service; and (iv) for (1) On-Net (3)Link® Private Line Service and (2) On-Net (3)Link® Cross Connect Service and Mondo Condo Fiber Link Service only, * monthly recurring charges for any such cancelled On-Net Service and for all other On-Net Services (except (3)Center® Colocation, (3)CrossRoads® Service, (3)VoIPSM Local Inbound Service, and (3)VoIPSM Toll Free Service, for which there shall be no charge pursuant to this paragraph (iv)), one (1) month's ’s monthly recurring charges for any such cancelled On-Net Service. Customer's ’s right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon the later of (x) Level 3's ’s delivery to Customer of a Connection Notice for such ServiceService or (y) if two or more Services are designated as “bundled” or as having a “sibling relationship” in any Customer Order, Level 3’s delivery to Customer of a Connection Notice for all such Services. (B) In addition to Customer's ’s right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to the end of the Service Term upon thirty (30) days' ’ prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that, after either the original Customer Commit Date (if Customer requests and Level 3 agrees to a delay in delivery of a particular Service) or Customer's ’s receipt of the Connection Notice for a particular Service (whichever occurs first) and prior to the end of the Service Term, (1) Customer terminates Service other than pursuant to Section 4.3 or in under other circumstance giving Customer an express right to terminate or cancel the event that Service without liability, or (2) the delivery of Service is terminated by Level 3 * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a termination charge (as Level 3’s sole and exclusive remedy for such termination) equal to the sum of: (i) all unpaid amounts for Service provided through the date of termination; (ii) any actual and documented (by either an invoice showing the amount owed by Level 3 or other evidence reasonably satisfactory to Customer) third party cancellation/termination charges related to the installation and/or termination of any Off-Net Service; (iii) the non-recurring charges for any cancelled Service, if not already paid; (iv) for any On-Net ServiceService other than those Services listed in Section 7.12 of this Agreement (as of the Effective Date) and unless otherwise agreed by the parties hereto in writing, the percentage of the monthly recurring charges for the terminated On-net Service calculated from the effective date of termination as (a) 100% * of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 1-12 of the Service Term, plus (b) 50% * of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13-24 of the Service Term, plus (c) * of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months * through the end of the Service Term; and (v) for any On-Net Service listed in Section 7.12 of this Agreement (as of the Effective Date), the percentage of the monthly recurring charges for the terminated On-net Service calculated from the effective date of termination as (a) * of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 1-12 of the Service Term, plus (b) * of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through the end of the Service Term. (vi) The parties acknowledge and agree that the terms of Section 3.7(B)(iv) above may be renegotiated upon any negotiation or execution of a new Service Schedule to this Agreement. (C) The parties acknowledge that the cancellation or termination charges set forth in this Section 3.7 are a genuine estimate of the actual damages that Level 3 will suffer and are not a penalty.

Termination Charges. (A) Customer may cancel a Service following Level 3's ’s acceptance of the applicable Customer Order and prior to the Customer Commit Date upon prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In , in the event that Customer does so, or in the event that the delivery of such Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a cancellation charge equal to the sum of: (i) any third party cancellation/termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's ’s out of pocket costs (if any) incurred in constructing Facilities in or to the Customer Premises necessary for Service delivery; (iii) the non-recurring charges for any cancelled Service; and (iv) one (1) month's ’s monthly recurring charges for any cancelled On-Net Service. Customer's ’s right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon Level 3's ’s delivery to Customer of a Connection Notice for such Service. (B) In addition to Customer's ’s right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to the end of the Service Term upon thirty (30) days' ’ prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that, after either the original Customer Commit Date (if Customer requests and Level 3 agrees to a delay in delivery of a particular Service) or Customer's ’s receipt of the Connection Notice for a particular Service (whichever occurs first) and prior to the end of the Service Term, Customer terminates Service or in the event that the delivery of Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a termination charge equal to the sum of: (i) all unpaid amounts for Service provided through the date of termination; (ii) any third party cancellation/termination charges related to the installation and/or termination of any Off-Net Service; (iii) the non-recurring charges for any cancelled Service, if not already paid; (iv) for any On-Net Service, the percentage of the monthly recurring charges for the terminated On-net Service calculated from the effective date of termination as (a) 100% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 1-12 of the Service Term, plus (b) 50% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through the end of the Service Term. (C) The parties acknowledge that the cancellation or termination charges set forth in this Section 3.7 are a genuine estimate of the actual damages that Level 3 will suffer and are not a penalty.

Termination Charges. (A) Customer may cancel a Service following Level 3's acceptance of the applicable Customer Order and prior to the Customer Commit Date upon prior written notice to Level 3 (with sufficient detail necessary to identify the affected Servicein a form reasonably requested by Level 3). In the event that Customer does so, or in the event that the delivery of such Service is terminated by Level 3 as Xxxxx 0 prior to delivery of a Connection Notice due to a failure of Customer to comply with the result of an uncured default by Customer pursuant to Section 4.2 terms of this AgreementAgreement or any Customer Order, Customer shall pay Level 3 a cancellation charge equal to the sum of:of (1) in the case of Colocation Space, the costs incurred by Xxxxx 0 in returning the Colocation Space to a condition suitable for use by third parties, plus (2): (ia) any third party cancellation/termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's out of pocket costs (if any) incurred in constructing Facilities in or to the Customer Premises necessary for Service delivery; (iiib) the non-recurring charges (including any non-recurring charges that were waived by Level 3 at the time of the Customer Order) for any the cancelled Service; and (ivc) as the case may be, (i) one (1) month's monthly recurring charges for any the cancelled On-Net ServiceService if written notice of cancellation is received by Level 3 more than five (5) business days prior to the Customer Commit Date, or (ii) three (3) month's monthly recurring charges for the cancelled Service if written notice of cancellation is received by Level 3 five (5) business days or less prior to the Customer Commit Date. Customer's right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon Level 3's delivery to Customer of a Connection Notice for such Service. (B) In addition to Customer's right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to the end of the Service Term upon thirty (30) days' prior written notice to Level 3 (with sufficient detail necessary to identify the affected Servicein a form reasonably requested by Level 3). In the event that, after either the original Customer Commit Date (if Customer requests and Level 3 agrees to a delay in delivery of a particular Service) or Customer's receipt of the Connection Notice for a particular Service (whichever occurs first) and prior to the end of the Service Term, Customer terminates Service or in the event that the delivery of Service is terminated by Level 3 as due to a failure of Customer to comply with the result of an uncured default by Customer pursuant to Section 4.2 terms of this AgreementAgreement or any Customer Order, Customer shall pay Level 3 a termination charge equal to the sum of:of (1) in the case of Colocation Space, the costs incurred by Xxxxx 0 in returning the Colocation Space to a condition suitable for use by third parties, plus (2): (i) all unpaid amounts for Service provided through the date of termination; (iia) any third party cancellation/termination charges related to the installation and/or termination of any Off-Net Service; (iiib) the non-recurring charges (including any non-recurring charges that were waived by Level 3 at the time of the Customer Order) for any the cancelled Service, if not already paid;; and (ivc) for any On-Net Service, the percentage of the monthly recurring charges for the terminated On-net Service calculated from the effective date of termination as (ai) 100% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 1-12 of the Service Term, plus (bii) 50% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through the end of the Service Term. (C) The parties acknowledge that the cancellation or termination charges set forth in this Section 3.7 are a genuine estimate of the actual damages that Level 3 will suffer and are not a penalty.

Termination Charges. (Aa) If Customer may cancel terminates this Agreement or an affected Service or Service Component pursuant to Sections 8.1 (Termination of Agreement), 8.2(b) (Material Breach), or 8.2(c) (Materially Adverse Change); INNOVATIVE NETWORKS LLC terminates a Service following Level 3's acceptance of the applicable Customer Order and prior to the Customer Commit Date upon prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that Customer does so, or in the event that the delivery of such Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 8.2(e) (Infringing Services), or INNOVATIVE NETWORKS LLC withdraws a Service pursuant to Section 8.3 (Withdrawal of this AgreementServices), Customer shall will not be liable for the termination charges set forth in Section 8.5(b). (b) If Customer terminates a Service or Service Component other than as set forth in Section 8.5(a), or INNOVATIVE NETWORKS LLC terminates an affected Service or Service Component pursuant to Sections 8.1 (Termination of Agreement), or 8.2(a) (Fraud or Abuse), 8.2(b) (Material Breach), 8.2(d) (Internet Services), or 8.2(f) (Hazardous Materials), Customer will pay Level 3 a cancellation charge equal to the sum of: applicable termination charges as follows: (i) any third party cancellation/if termination charges related to the installation and/or cancellation of any Off-Net Service; (ii) Level 3's out of pocket costs (if any) incurred in constructing Facilities in or to the Customer Premises necessary for Service delivery; (iii) the non-recurring charges for any cancelled Service; and (iv) one (1) month's monthly recurring charges for any cancelled On-Net Service. Customer's right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon Level 3's delivery to Customer of a Connection Notice for such Service. (B) In addition to Customer's right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to occurs before the end of the Service Term upon thirty (30) days' prior written notice to Level 3 (with sufficient detail necessary to identify the affected Service). In the event that, after either the original Customer Commit Date (if Customer requests and Level 3 agrees to a delay in delivery of a particular Service) or Customer's receipt of the Connection Notice for a particular Service (whichever occurs first) and prior to the end of the Service TermMinimum Payment Period, Customer terminates Service or will pay 100% (unless a different percentage is specified in the event that the delivery of Service is terminated by Level 3 as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall pay Level 3 a termination charge equal to the sum of: (iPricing Schedule) all unpaid amounts for Service provided through the date of termination; (ii) any third party cancellation/termination charges related to the installation and/or termination of any Off-Net Service; (iii) the non-recurring charges for any cancelled Service, if not already paid; (iv) for any On-Net Service, the percentage of the monthly recurring charges for the terminated OnService or Service Component multiplied by the months remaining in the Minimum Payment Period, plus any waived or unpaid non-net Service calculated recurring charges identified in the Pricing Schedule (including, but not limited to, any and all charges for failure to satisfy a Minimum Retention Period (MRP)), plus any charges incurred by INNOVATIVE NETWORKS LLC from a third party (e.g., not an INNOVATIVE NETWORKS LLC Affiliate) due to the effective date termination, all of termination as which will, if applicable, be applied to Customer’s MARC-Eligible Charges; and (aii) if Customer terminates a Pricing Schedule that has a MARC, Customer will pay an amount equal to 100% of the remaining monthly recurring charges that would have been incurred unsatisfied MARC, after applying amounts received pursuant to (i), for the On-Net Service for months 1-12 balance of the Service Term, plus (b) 50% of the remaining monthly recurring charges that would have been incurred for the On-Net Service for months 13 through the end of the Service Pricing Schedule Term. (Cc) The parties acknowledge that the cancellation or termination charges set forth in this Section 3.7 8.5(b)(i) will not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if (i) the Minimum Payment Period and associated charge for the replacement Service Component are a genuine estimate of equal to or greater than the actual damages that Level 3 will suffer Minimum Payment Period and are associated charge for the terminated Service Component, and (ii) the upgrade is not a penaltyrestricted in the applicable Service Publication.