Common use of Underutilization and Early Termination Charges Clause in Contracts

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC for the Contract Year unless otherwise provided in the Agreement. If before the expiration of the Initial Term: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount equal to fifty percent (50%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in Total Service Charges (“AVC”) during each contract year of the Term.

Underutilization and Early Termination Charges. If Customer's Total Service Charges do not meet or exceed the TVC at the expiration of the Initial Term, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to twenty-five percent (25%) of the difference between the TVC and Customer's Total Service Charges during the Initial Term. If Customer’s Total Service Charges do not reach meet or exceed the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC for the Contract Year unless otherwise provided in the Agreement. If before Extended Term Commitment at the expiration of the Initial Extended Term, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to twenty-five percent (25%) of the difference between the Extended Term Commitment and Customer's Total Service Charges during the Extended Term. If: (a) Customer terminates this Agreement before the Agreement and all Services end of the Initial Term for Convenience, reasons other than Cause; or (b) Company terminates the this Agreement or all Services for Cause; , then Customer will pay, within thirty (30) days after such termination and receipt termination: (i) all accrued but unpaid charges incurred through the date of an invoice from Companysuch termination, plus (ii) an amount equal to fifty twenty-five percent (5025%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left unsatisfied TVC remaining in the Initial Term,(“Early Termination Charge”)Term, plus (iii) a pro rata portion of any and all credits received by Customer other than credits for refunds of overcharges, reimbursements or credits for service level failures. Upon One Time Credits: Provided that Customer executes and delivers the expiration of Agreement to the Initial Term and during any Renewal TermCompany no later than an agreed upon date, Customer shall not receive a credit equal to $215,000 which will be liable applied against Customer's Interstate Total Service Charges. Customer will receive a credit equal to $75,000 to be applied against Customer's designated Service Charges incurred for Underutilization Interstate Services. Customer will receive a credit equal to $10,500 to be applied against Customer's designated Service Charges or Early Termination Charges (except incurred for Interstate and International Services. Provided that Customer executes and delivers the Agreement to the extent Company no later than an agreed upon date, Customer shall receive a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees credit equal to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement $60,000 which will be automatically extended on applied against Customer's Interstate and International Total Service Charges. Customer will receive a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior credit equal to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue $10,000 to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in be applied against Customer's Total Service Charges (“AVC”) during each contract year of the Termincurred for interstate and international services.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC If, in any Contract Year during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an “"Underutilization Charge” " in an amount equal to 50% one hundred percent (100%) of the unmet difference between the AVC for the and Customer's Total Service Charges during that Contract Year unless otherwise provided in the AgreementYear. If before the expiration of the Initial TermIf: (a) Customer terminates this Agreement before the Agreement and all Services end of the Term for Convenience, reasons other than Cause; or (b) Company terminates this Agreement for Cause pursuant to the Agreement or all Services for Cause; Section entitled “Termination,” then Customer will pay, within thirty (30) days after such termination and receipt termination: (i) all accrued but unpaid charges incurred through the date of an invoice from Companysuch termination, plus (ii) an amount equal to fifty one hundred percent (50100%) of the unmet AVCunsatisfied AVC remaining during the year of termination, if any, that would otherwise be due and payable for the each subsequent Contract Year(s) left Year remaining in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges plus (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the oneiii) any waived start-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly up and/or non-recurring charges; plus (iv) a pro rata portion of any and all credits received by Customer. OPTION NO: 55114901 (rev. Nov. 11, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amountsAmendment 6) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 48 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $0.00 200,000.00 in Total Service Charges (“AVC”) during each contract year of the Term. Commencing on the 1st Amendment Effective Date and for the remainder of the Term, Customer’s new AVC will be $170,000.00 in Total Service Charges, or a pro rata portion thereof for any partial contract year.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC in any Contract Year TVC during the Initial Term; Customer shall pay an “Underutilization Charge” equal to 45% of the unmet TVC. If Customer’s Total Service Charges do not reach the Renewal Term AVC during the Renewal Term, Customer shall pay an “Underutilization Charge” equal to 5045% of the unmet AVC for the Contract Year unless otherwise provided in the AgreementRenewal Term AVC. If before Customer’s Total Service Charges do not reach the expiration Extended Term MVC during any monthly period of the Initial Extended Term: (a) , Verizon may charge, and Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will shall pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount “Underutilization Charge” equal to fifty percent (50%) 45% of the unmet AVCExtended Term MVC for that monthly period. If Customer’s Total Service Charges do not reach the TVC during the Initial Term because the Agreement is terminated early by Customer without Cause or by Verizon with Cause, Customer shall pay an “Early Termination Charge” equal to 45% of the unmet TVC plus a pro rata portion of any credits received by Customer. If Customer’s Total Service Charges do not reach the Renewal Term AVC during the Renewal Term because the Agreement is terminated early by Customer without Cause or by Verizon with Cause, Customer shall pay an “Early Termination Charge” equal to 45% of the unmet Renewal Term AVC plus a pro rata portion of any credits, if any, that would otherwise be due and payable for received by Customer during the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term. Signing Bonus: Customer will receive a credit of $310,700 which will be applied against Customer's interstate and international Total Service Charges. Customer will receive a credit of $189,300 which will be applied against Customer's interstate and international Total Service Charges. Signing Bonus: Provided that Customer executes and delivers the Agreement to the Company no later than an agreed upon date, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except receive a credit equal to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges$95,000, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement which will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in applied against Customer's Interstate and International Total Service Charges (“AVC”) during each contract year of the TermCharges.

Underutilization and Early Termination Charges. If Customer’s 's Total Service Charges do not reach the AVC in any Contract Year during the Initial Term; Customer shall pay an "Underutilization Charge" equal to 25% of the unmet AVC for that Contract Year. If Customer's Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by the Customer without Cause or by Company with Cause, Customer shall pay an “Underutilization Early Termination Charge” equal to 5025% of the unmet AVC for the Contract Year unless otherwise provided in the Agreementplus a pro rata portion of any credits received by Customer. If before the expiration of the Initial Term: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will payreceive one-time credit of $38,000.00, within thirty (30) days after such termination applied against Customer’s designated Service Charges incurred for Interstate and receipt of an invoice from International Services and other services mutually agreed by Customer and Company, an amount . Fund Deposit: Customer will receive 3 credits equal to fifty percent (50%) of the unmet AVC, if any, that would otherwise $20,000 each to be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except applied to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific serviceCustomer’s Fund account. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT / third party services (including International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster Recovery, (xi) Audio, Video and Net Conferencing, (xii) Voice over IP Services, (xiii) Security Services, (xiv) Non-Listing/Non-Published Service, (xv) Telecommunications Service Priority, and (xvi) Services provided by Company incumbent local exchange carriers (“ILECs”) or by Cellco Partnership and its affiliates d/b/a Company Wireless. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangementswaived. AC/COC: Customer agrees to pay all The Company will waive the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoicemonthly recurring Access Coordination and Central Office Connection Charges. PromotionsToll Free Service Waiver: The Customer is eligible Company will waive Customer’s monthly recurring charge for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty Switched Toll Free Service (60CBL) days written notice prior to the end of the Initial Term and Dedicated Toll Free Service (“Extended Term”DAL). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in Total Service Charges (“AVC”) during each contract year of the Term.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet difference between the AVC for the that Contract Year unless otherwise provided and Customer’s Total Service Charges during that Contract Year. In addition, if, in any monthly billing period during the Extended Term, Customer's Total Service Charges do not meet or exceed the Extended Term Volume Commitment, then Customer shall pay: (i) all accrued but unpaid charges incurred under this Agreement. If before the expiration ; and (ii) an "Underutilization Charge" equal to 50% of the Initial Termdifference between the Extended Term Volume Commitment and Customer's Total Service Charges during such monthly billing period. If: (ai) Customer terminates this Agreement before the Agreement and all Services end of the Term for Convenience, reasons other than Cause; or (bii) Company terminates this Agreement for Cause pursuant to the Agreement or all Services for CauseSection entitled “Termination; Disconnection Notice,” then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount equal to fifty percent (50%) % of the unmet AVCunsatisfied AVC remaining during the year of termination, if any, that would otherwise be due and payable for the each subsequent Contract Year(s) left Year remaining in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal initial Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges plus (except to the extent ii) a termination charge is expressly identified in a Service Attachment or SLA in pro rata portion of any and all credits received by Customer. In the event of termination by that Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”)and is to be assessed both an Early Termination Charge and an Underutilization Charge for the current Contract Year, the Underutilization Charge owed by Customer for the current Contract Year will be deducted from the Early Termination Charge and documented in writing. The terms of Customer will receive a credit, equal to $750, applied against Customer's designated Service Charges incurred for Interstate and International Services and any other services mutually agreed upon by the Agreement Customer and the Company. Customer will continue receive a credit, equal to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in 8,574, applied against Customer's Total Service Charges (“AVC”) during each contract year of the TermCharges.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC If, in any Contract Year during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an “"Underutilization Charge” " in an amount equal to 5025% of the unmet difference between the AVC for the and Customer's Total Service Charges during that Contract Year unless otherwise provided in the AgreementYear. If before the expiration of the Initial TermIf: (a) Customer terminates this Agreement before the Agreement and all Services end of the Term for Convenience, reasons other than Cause; or (b) Company terminates the this Agreement or all Services for Cause; Cause then Customer will pay, within thirty (30) days after such termination and receipt termination: (i) all accrued but unpaid charges incurred through the date of an invoice from Companysuch termination, plus (ii) an amount equal to fifty percent (50%) 25% of the unmet AVCunsatisfied AVC remaining during the year of termination, if any, that would otherwise be due and payable for the each subsequent Contract Year(s) left Year remaining in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, plus (iii) a pro rata portion of any and all credits received by Customer. TVC Underutilization Charges: If, Customer’s Total Service Charges do not reach the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon TVC at least sixty (60) days written notice prior to the end of the Initial Term, Customer shall pay “Underutilization Charges” equal to 25% of the unmet TVC. Extended Term (“TVC Underutilization Charges: If during the Extended Term”). The terms , Customer’s Total Services Charges do not meet or exceed the Extended Term TVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an “Underutilization Charge” in an amount equal to 25% of the Agreement will continue to apply during any service-specific commitments that extend beyond difference between the Term. Annual Volume Commitment (“AVC”): $0.00 in Extended Term TVC and Customer’s Total Service Charges (“AVC”) during each contract year of the Extended Term.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC If, in any Contract Year during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an “"Underutilization Charge” " in an amount equal to 50% twenty-five percent (25%) of the unmet difference between the AVC for the and Customer's Total Service Charges during that Contract Year unless otherwise provided in the AgreementYear. If before the expiration of the Initial TermIf: (a) Customer terminates this Agreement before the Agreement and all Services end of the Term for Convenience, reasons other than Cause; or (b) Company terminates this Agreement for Cause pursuant to the Agreement or all Services for Cause; Section entitled “Termination,” then Customer will pay, within thirty (30) days after such termination and receipt termination: (i) all accrued but unpaid charges incurred through the date of an invoice from Companysuch termination, plus (ii) an amount equal to fifty twenty-five percent (5025%) of the unmet AVCunsatisfied AVC remaining during the year of termination, if any, that would otherwise be due and payable for the each subsequent Contract Year(s) left Year remaining in the Initial Term,(“Early Termination Charge”)Term, plus (iii) a pro rata portion of any and all credits received by Customer. Upon Term: 24 months following the expiration of the Initial Term Ramp Period The Ramp Period shall begin on the Effective Date and continue for a period of three (3) months following the Effective Date. Commencing with the Effective Date and at all times during any Renewal Termthe Ramp Period thereafter, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to will receive the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage chargesrates, monthly recurring charges, expedite charges, change charges, surchargesdiscounts, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges and credits set forth herein and will not be waived.\ Payment Arrangements: Customer agrees subject to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoiceAVC. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $0.00 55,000.00 in Total Service Charges (“AVC”) during each contract year following the expiration of the TermRamp Period Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided under this Agreement, specifically excluding: (a) Taxes; (b) charges for equipment (unless otherwise expressly stated herein); (c) charges for Company ILEC services (d) Company Wireless charges, (e) charges incurred for goods or services where Company acts as agent for Customer in its acquisition of goods or services; (f) non-recurring charges; (g) Governmental Charges; (h) international pass-through access charges (i.e., Type 3/PTT) and charges for international access provided by Company (i.e., Type 1); and (i) other charges expressly excluded by this Agreement.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach Customer Signatory fails to meet the AVC in any Contract Year MVC during the Initial Term, then Customer shall Signatory will pay an “Underutilization Charge” equal to 50% within 30 calendar days of the unmet AVC for last day of the Contract Year unless otherwise provided in the Agreement. If before the expiration completion of the Initial Term: (a1) all accrued but unpaid Usage Charges and other charges incurred by Customer Signatory; plus (2) an underutilization charge equal to 100% of the difference between Customer Signatory’s Usage Charges during the Initial Term and the MVC. If in any Monthly Period of the Monthly Extended Term, Customer Signatory fails to meet the Monthly Extended Term MVC, then Customer Signatory will pay, within 30 calendar days of the last day of the completion of the applicable Monthly Period: (1) all accrued but unpaid Usage Charges and other charges incurred by Customer Signatory; plus (2) an underutilization charge equal to 100% of the difference between Customer Signatory’s Usage Charges during such Monthly Period and the Monthly Extended Term MVC. If (1) Customer terminates this GSA during the Agreement and all Services Term (i) for Convenience, reasons other than for “Cause,” or (b2) Company terminates the Agreement or all Services for Cause; then GSA, Customer will pay, within thirty : (30a) days after all accrued but unpaid Usage Charges and other charges incurred through the date of such termination and receipt of an invoice from Company, termination; plus (b) an amount equal to fifty percent (50%) 100% of the unmet AVCaggregate of the Minimum Volume Commitment that would have been applicable for the remaining unexpired portion of the Term as of the date of termination; plus (d) the aggregate termination charges, if any, that would otherwise be due and payable for the Contract Year(simposed in connection with such termination by any overseas access providers who contracted directly with Company as specified in a GSA Schedule or a Contract, if applicable; plus (e) left a pro-rata portion of any upfront contractual credits memorialized in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except an amendment to the extent a termination charge is expressly identified in a Service Attachment Agreement, limited to signing bonuses, migration credits, conversion credits, Company Fund credits, or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the similar one-time installation charges associated with Network Access Service within credits. Pro-rata shall mean the 48 contiguous States number of months remaining in the term specified in such amendment divided by the total number of months of the U.S. Usage chargesterm specified in such amendment, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed multiplied by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt total amount of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in Total Service Charges (“AVC”) during each contract year of the Termdisbursed credit.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC If, in any Contract Year during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an “"Underutilization Charge” " in an amount equal to 50% twenty-five percent (25%) of the unmet difference between the AVC for the and Customer's Total Service Charges during that Contract Year unless otherwise provided in the AgreementYear. If before the expiration of the Initial TermIf: (a) Customer terminates this Agreement before the Agreement and all Services end of the Term for Convenience, reasons other than Cause; or (b) Company terminates this Agreement for Cause pursuant to the Agreement or all Services for Cause; Section entitled “Termination,” then Customer will pay, within thirty (30) days after such termination and receipt termination: (i) all accrued but unpaid charges incurred through the date of an invoice from Companysuch termination, plus (ii) an amount equal to fifty twenty-five percent (5025%) of the unmet AVCunsatisfied AVC remaining during the year of termination, if any, that would otherwise be due and payable for the each subsequent Contract Year(s) left Year remaining in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges plus (except to the extent iii) a termination charge is expressly identified in a Service Attachment or SLA in the event pro rata portion of termination any and all credits received by Customer of a specific serviceCustomer. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 24 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $0.00 750,000.00 in Total Service Charges Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided under this Agreement, specifically excluding: (“AVC”a) during each contract year Taxes; (b) charges for equipment (unless otherwise expressly stated herein); (c) charges for Company ILEC services (d) Company Wireless charges, (e) charges incurred for goods or services where Company acts as agent for Customer in its acquisition of the Termgoods or services; (f) non-recurring charges; (g) Governmental Charges; (h) international pass-through access charges (i.e., Type 3/PTT) and charges for international access provided by Company (i.e., Type 1); and (i) other charges expressly excluded by this Agreement.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC for the Contract Year unless otherwise provided in the Agreement. If before the expiration of the Initial Term: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount equal to fifty percent (50%) of the unmet AVC, if any, that would otherwise be due and payable for . If Customer’s Total Service Charges do not reach the AVC in any Contract Year(s) left in Year because the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal TermAgreement is terminated early by Customer without Cause or by Company with Cause, Customer shall not be liable for Underutilization Charges or pay an “Early Termination Charges Charge” equal to seventy-five percent (except to 75%) of the extent a unmet AVC for the year of termination charge is expressly identified in a Service Attachment or SLA and each subsequent Contract Year remaining in the event Term plus a pro rata portion of termination any credits received by Customer of a specific serviceCustomer. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms During the Extended Term, either party may terminate the Agreement upon at least sixty (60) days prior written notice. Commencing on the 2nd Amendment Effective Date, the Term will start anew and continue for a period of 36 months. Extended Period(s): Customer shall have the right upon written notice not later than thirty (30) days prior to expiration of the Initial Term (or the first Extended Period, as applicable) to extend the Agreement will continue and some or all of the Services hereunder for two (2) additional six (6) month periods (each an “Extended Period”, and collectively, the “Extended Term”; together with the Initial Term, the “Term”) at the rates, fees and charges applicable to apply during Customer hereunder. Customer may terminate this Agreement upon sixty (60) days prior written notice without liability to Company for any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): Underutilization Charges or Early Termination Charges upon Customer expending $0.00 20,000,000.00 in Total Service Charges during this Agreement’s Term (the “AVCTotal Term Commitment”); provided that, in the event of termination, Customer shall pay, within thirty (30) during each contract year days after such termination, all accrued but unpaid charges incurred through the date of such termination. 10th Amendment Term: The parties agree that the Term’s last day shall be May 31, 2009 and the Agreement shall extend as of June 1, 2009 for a 13 month extension Term.

Underutilization and Early Termination Charges. If Customer’s 's Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an “"Underutilization Charge” " equal to 5025% of the unmet AVC for that Contract Year. If Customer's Total Service Charges do not reach the AVC in any Contract Year unless otherwise provided in the Agreement. If before the expiration of the Initial Term: (a) Customer terminates because the Agreement and all Services for Convenienceis terminated early by the Customer without Cause or by Company with Cause, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt of shall pay an invoice from Company, an amount “Early Termination Charge” equal to fifty percent (50%) 25% of the unmet AVCAVC plus a pro rata portion of any credits received by Customer. Customer will receive one-time credit of $38,000.00, if any, that would otherwise be due applied against Customer’s designated Service Charges incurred for Interstate and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term International Services and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination other services mutually agreed by Customer of a specific serviceand Company. Fund Deposit: Customer will receive 3 credits equal to $20,000 each to be applied to Customer’s Fund account. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT / third party services (including International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster Recovery, (xi) Audio, Video and Net Conferencing, (xii) Voice over IP Services, (xiii) Security Services, (xiv) Non-Listing/Non-Published Service, (xv) Telecommunications Service Priority, and (xvi) Services provided by Company incumbent local exchange carriers (“ILECs”) or by Cellco Partnership and its affiliates d/b/a Company Wireless. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangementswaived. AC/COC: Customer agrees to pay all The Company will waive the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoicemonthly recurring Access Coordination and Central Office Connection Charges. PromotionsToll Free Service Waiver: The Customer is eligible Company will waive Customer’s monthly recurring charge for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty Switched Toll Free Service (60CBL) days written notice prior to the end of the Initial Term and Dedicated Toll Free Service (“Extended Term”DAL). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in Total Service Charges (“AVC”) during each contract year of the Term.

Underutilization and Early Termination Charges. If Customer’s 's Total Service Charges do not reach the AVC AVC, in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 5025% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 25% of the unmet AVC for the Contract Year unless otherwise provided in the Agreementplus a pro rata portion of any credits received by Customer. If before the expiration of the Initial TermWaiver: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount equal to fifty percent (50%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT / third party services (including International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Long Distance Recovery, (xi) Audio, Video and Net Conferencing, (xii) Voice over IP Services, (xiii) Security Services, (xiv) Non-Listing/Non-Published Service, (xv) Telecommunications Service Priority, and (xvi) Services provided by Company incumbent local exchange carriers (“ILECs”) or by Cellco Partnership and its affiliates d/b/a Company Wireless. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoicewaived. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Company Business Services 90 Day Satisfaction Guarantee Regional Checkbook 2004 - 3 Year (Credit Option) OPTION NO 56603202, (rev. Apr. 08, Amendment 1) Term: 12 24 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Annual Volume Commitment (“AVC”): $0.00 36,000.00 in Total Service Charges (“AVC”) during each contract year of the Term.

Underutilization and Early Termination Charges. If Customer’s 's Total Service Charges do not reach the AVC in any Contract Year during the Initial Term; Customer shall pay an "Underutilization Charge" equal to 25% of the unmet AVC. If Customer's Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by the Customer without Cause or by the Company with Cause, Customer shall pay an “Underutilization Early Termination Charge” equal to 5025% of the unmet AVC plus a pro rata portion of any credits received by Customer. Pursuant to a Business Downturn clause included in the Customer’s Agreement, Customer is granted a one-time waiver of an underutilization charge, equal to $37,250.00, due to a shortfall in meeting the AVC commitment for the 2nd Contract Year unless otherwise provided in the AgreementYear. If before the expiration of the Initial TermWaivers: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount equal to fifty percent (50%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement; except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT / third party services (including International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster Recovery, (xi) Audio, Video, and Net Conferencing, (xii) Voice over IP Services, (xii) Security Services, (xiv) Non-Listed/Non-Published Service, (xv) Telecommunications Service Priority, and (xvi) Services provided by Company incumbent local exchange carriers (‘ILECs”) or by Cellco Partnership and its affiliates. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any and charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoicewaived. PromotionsPromotion: The Customer is eligible for the following promotions promotion as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial ON THE NETWORK V LIT BUILDING ACCESS PROMOTION OPTION NO. 56756802 Term: 12 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $0.00 60,000 in Total Service Charges (“AVC”) during each contract year of the Term.Charges

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC If, in any Contract Year during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an “"Underutilization Charge” " in an amount equal to 50% one hundred percent (100%) of the unmet difference between the AVC for the and Customer's Total Service Charges during that Contract Year unless otherwise provided in the AgreementYear. If before the expiration of the Initial TermIf: (a) Customer terminates this Agreement before the Agreement and all Services end of the Term for Convenience, reasons other than Cause; or (b) Company Verizon terminates this Agreement for Cause pursuant to the Agreement or all Services for Cause; Section entitled “Termination,” then Customer will pay, within thirty (30) days after such termination and receipt termination: (i) all accrued but unpaid charges incurred through the date of an invoice from Companysuch termination, plus (ii) an amount equal to fifty one hundred percent (50100%) of the unmet AVCunsatisfied AVC remaining during the year of termination, if any, that would otherwise be due and payable for the each subsequent Contract Year(s) left Year remaining in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges plus (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the oneiii) any waived start-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly up and/or non-recurring charges; plus (iv) a pro rata portion of any and all credits received by Customer. OPTION NO: 55114901 (rev. Nov. 11, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amountsAmendment 6) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 48 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $0.00 200,000.00 in Total Service Charges (“AVC”) during each contract year of the Term. Commencing on the 1st Amendment Effective Date and for the remainder of the Term, Customer’s new AVC will be $170,000.00 in Total Service Charges, or a pro rata portion thereof for any partial contract year.

Underutilization and Early Termination Charges. If CustomerIf, in any month of the Term, the customer’s Total Service Charges total service charges do not reach meet or exceed the AVC in any Contract Year during Monthly revenue Commitment, then the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50the Company the following: 100% of the unmet AVC for difference between the Contract Year unless otherwise provided in total service charges and the AgreementMonthly Revenue Commitment. If before the expiration of the Initial Term: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount equal to fifty percent (50%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $0.00 120,000.00 in Total Service Charges (“AVC”) during each contract year Charges, or a pro rata portion thereof for any partial Contract Year. The revised AVC shall apply on a prospective basis only. A pro rata portion of the revised AVC shall apply to any partial Contract Year remaining in the Term. 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. Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided under this Agreement, specifically excluding: (a) Taxes; (b) charges for equipment (unless otherwise expressly stated herein); (c) charges for Company ILEC services (d) Company Wireless charges, (e) charges incurred for goods or services where Company acts as agent for Customer in its acquisition of goods or services; (f) non-recurring charges; (g) Governmental Charges; (h) international pass-through access charges (i.e., Type 3/PTT) and charges for international access provided by Company (i.e., Type 1); and (i) other charges expressly excluded by this Agreement.

Underutilization and Early Termination Charges. If the Agreement has not been terminated by Customer for Cause and Customer’s Total Service Charges do not reach the TVC during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 25% of the unmet TVC. Payment of such Underutilization Charge will relieve Customer of any further TVC obligation for the Initial Term. If: (a) Customer terminates this Agreement before the end of the Initial Term for reasons other than Cause; or (b) Company terminates the Agreement for Cause pursuant to the Section entitled “Termination; Disconnection Notice,” then Customer will pay, within thirty (30) days after such termination: (i) an amount equal to 25% of the unsatisfied TVC remaining in the Initial Term, plus (ii) a pro rata portion of any and all credits received by Customer. Payment of such Early Termination Charge will relieve Customer of any further TVC obligation for the Initial Term. If the Agreement has not been terminated by Customer for Cause and if Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Initial First or Second Extended Term, Customer shall pay an “Underutilization Charge” equal to 5025% of the unmet AVC. Payment of such Underutilization Charge will relieve Customer of any further AVC obligation for the Contract Year unless otherwise provided in the AgreementFirst or Second Extended Term as applicable. If before the expiration of the Initial TermIf: (a) Customer terminates this Agreement before the Agreement and all Services end of the First or Second Extended Term for Convenience, reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Agreement or all Services for CauseSection entitled “Termination; Disconnection Notice,” then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, termination: (i) an amount equal to fifty percent (50%) 25% of the unmet AVCunsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the First or Second Extended Term, plus (ii) a pro rata portion of any and all credits received by Customer. Payment of such Early Termination Charge will relieve Customer of any further AVC obligation for the First or Second Extended term as applicable. For avoidance of doubt, if any, that would otherwise be due and payable Customer terminates the Agreement for reasons other than Cause or Company terminates the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal TermAgreement for Cause, Customer shall will pay the applicable Early Termination fee as set forth above and would not be liable for an Underutilization Charges or Early Termination Charges Charge repayable only if the termination occurs during the first 12 months following the Effective Date, pro-rated based on 12 months; (except to c) repayment of the extent a termination charge is expressly identified in a Service Attachment or SLA Usage Credits shall be pro-rated based on 12 months, and only the Usage Credit paid in the event year of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not shall be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in Total Service Charges (“AVC”) during each contract year of the Term.repayable..

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC in any Contract Year during TVC upon completion of the Initial Term, ; Customer shall will pay an “Underutilization Charge” equal to 50100% of the unmet AVC for the Contract Year unless otherwise provided in the AgreementTVC. If before the expiration of the Initial TermIf: (a) Customer terminates the Agreement and all Services before the end of the Initial Term for Convenience, reasons other than for Cause; or (b) Company terminates the Agreement or all Services for Cause; , then Customer will pay, within thirty ; (30i) days after such termination all accrued but unpaid usage and receipt of an invoice from Company, other charges incurred under the Agreement; (ii) an amount equal to fifty percent (50%) 75% of the unmet AVCunsatisfied TVC remaining upon the date of termination, if anyplus (iii) a pro rata portion of any and all credits received by Customer under the Agreement. For the avoidance of doubt, that would otherwise be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration event of any termination of the Initial Term and during any Renewal TermAgreement, Customer shall not be liable for Underutilization Charges responsible to pay any credits that were issued or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination received by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“as such Initial Term begins anew upon the 12th Amendment Effective Date). If in any monthly billing period during the Extended Term”). The terms , Customer’s Total Service Charges do not meet or exceed one-twenty-fourth (24th) of the TVC, then Customer will pay: (a) all accrued but unpaid usage and other charges incurred under the Agreement; and (b) an “Underutilization Charge” equal to the difference between one-twenty-fourth (1/24th) for the TVC and Customer’s Total Service Charges during such monthly billing period. Credits: One-Time Credits: Customer will receive a credit of $350,000 applied against Customer's interstate Total Service Charges. Customer will receive two credits each equal to $300,000 applied in the against Customer's designated Service Charges incurred for interstate and international services and any other services mutually agreeable by Company and Customer. Customer shall receive a credit of $125,947 applied against Customer's Total Service Charges for International Private IP services and any other services mutually agreeable by Company and Customer. Customer will receive a credit of $300,000 applied against designated Service Charges incurred for interstate and international Total Service Charges. International Private IP Retention Credit: Customer will receive two credits each equal to $300,000 to be applied against Customer's designated Service Charges incurred for Interstate and International Services. Customer will receive a credit of $300,000 applied against designated Service Charges incurred for interstate and international Total Service Charges. Customer will receive a credit of $50,000 applied against designated Service Charges incurred for interstate and international Total Service Charges. Customer will receive a credit of $34,575 applied against designated Service Charges incurred for interstate and international Total Service Charges. Qualifying Condition for One-Time Structured Cabling Credit: In order to receive a One-Time Structured Cabling Credit, Authorized User #1 must order services outlined in the System Agreement and associated SOW and Authorized User #1 must also order one 600 Mbps EPL circuit (or upgraded to 1,000 Mbps EPL circuit) and associated 1,000 Mbps Ethernet Access circuits as described in the Agreement. Award of One-Time Structured Cabling Credit: Authorized User #1 will continue receive a One-Time Structured Cabling Credit equal to apply $318,292.53 to be applied to Authorized User #1’s designated Service Charges incurred for interstate and international services in the second month following the 20th Amendment Effective Date. Achievement Credits: If during any service-specific commitments that extend beyond contract year, Customer's annual Total Service Charges equal one of the levels below, Customer shall receive the corresponding Achievement Credits. Customer may receive only one Achievement Credit during the Term. Annual Volume Commitment (“AVC”): $0.00 in The Achievement Credit will be applied against Customer's designated Total Service Charges (“AVC”) during each contract year incurred for Interstate and International services and any other services mutually agreeable by the Company and Customer. Annual Total Service Charges Achievement Credit $9,000,000.00 - $9,999,999.99 $300,000 One-time VoIP Call Forward Unreachable Credit: Customer will receive a one-time credit in an amount equal to 100% of the Termactual charges for the first 3 months of Customer’s usage of Voice over IP Call Forward Unreachable service, plus applicable Taxes and Governmental Charges, provided Customer migrates to the new “Redirect to Trunk Group” type product. Distribution of One-Time VoIP Call Forward Unreachable Credit: Customer will receive a one-time credit equal to $111,047.66 to be applied against Customer's designated Service Charges incurred for Interstate Services. Billing Adjustment Credit: Customer will receive a credit of $16,728 which will be applied against Customer’s Total Service Charges incurred for interstate and international services.

Underutilization and 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 25% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not reach meet or exceed 1/12 of the AVC in any Contract Year during then the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC for the Contract Year unless otherwise provided in the Agreement. If before the expiration of the Initial Termpay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) an amount equal to 25% of the difference between 1/12 of the AVC and the Customer’s Total Service Charges during such monthly billing period. If (a) the Customer terminates this Agreement before the Agreement and all Services end of the Term for Convenience, reasons other than Cause; or (b) the Company terminates the Agreement or all Services for Cause; Cause then the Customer will pay, within thirty (30) 30 days after such termination and receipt of an invoice from Companytermination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) an amount equal to fifty percent (50%) 25% of the unmet AVCunsatisfied AVC remaining during the year of the termination, if any, that would otherwise be due and payable for the each subsequent Contract Year(s) left Year remaining in the Initial Term,(“Early Termination Charge”)term, plus (iii) a pro rata portion of any and all credits received by Customer. Upon In the expiration event of the Initial Term and during any Renewal Term, Customer early cancellation for OC-3 access service such termination shall not be liable effective until 30 days after the Company receives written notice of termination and the Customer will pay, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for Underutilization Charges or Early OC-3 access service incurred through the Termination Charges Effective Date, plus (except ii) an amount equal to 100% of the extent a termination charge is expressly identified in a Service Attachment or SLA Monthly Fees for OC-3 access remaining in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States unexpired portion of the U.S. Usage charges, circuit term calculated from the Termination Effective Date. If in any monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all billing period during the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Extended Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in Customer’s Total Service Charges (“AVC”) during each contract year do not meet or exceed 1/12 of the Term.AVC then the Customer shall pay: (a) all accrued but unpaid charges incurred under the Agreement, and (b) an amount equal to 25% of the difference between 1/12 of the AVC and the Customer’s Total Service Charges during such monthly billing period. Credits:

Underutilization and Early Termination Charges. If CustomerIf, in any month of the Term, the customer’s Total Service Charges total service charges do not reach meet or exceed the AVC in any Contract Year during Monthly revenue Commitment, then the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50the Company the following: 100% of the unmet AVC for difference between the Contract Year unless otherwise provided in total service charges and the AgreementMonthly Revenue Commitment. If before the expiration of the Initial Term: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt of an invoice from Company, an amount equal to fifty percent (50%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of During the Extended Term, either party may terminate this Agreement will continue to apply during any service-specific commitments that extend beyond the Termupon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $0.00 120,000.00 in Total Service Charges (“AVC”) during each contract year Charges, or a pro rata portion there of for any partial Contract Year. The revised AVC shall apply on a prospective basis only. A pro rata portion of the revised AVC shall apply to any partial Contract Year remaining in the Term. 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. Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Services provided under this Agreement, specifically excluding: (a) Taxes; (b) charges for equipment (unless otherwise expressly stated herein); (c) charges for Company ILEC services (d) Company Wireless charges, (e) charges incurred for goods or services where Company acts as agent for Customer in its acquisition of goods or services; (f) non-recurring charges; (g) Governmental Charges; (h) international pass-through access charges (i.e., Type 3/PTT) and charges for international access provided by Company (i.e., Type 1); and (i) other charges expressly excluded by this Agreement.

Underutilization and Early Termination Charges. If Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an "Underutilization Charge" in an amount equal to 25% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by Customer without Cause or by Company with Cause, Customer shall pay an “Underutilization Early Termination Charge” equal to 5025% of the unmet AVC for the Contract Year unless otherwise provided in the Agreementplus a pro rata portion of any credits received by Customer. If before the expiration of the Initial TermOne-Time Fund Deposit: (a) Customer terminates the Agreement and all Services for Convenience, or (b) Company terminates the Agreement or all Services for Cause; then Customer will pay, within thirty (30) days after such termination and receipt receive a credit of an invoice from Company, an amount equal $54,000.00 to fifty percent (50%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left in the Initial Term,(“Early Termination Charge”). Upon the expiration of the Initial Term and during any Renewal Term, Customer shall not be liable for Underutilization Charges or Early Termination Charges (except applied to the extent a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific serviceCustomer’s Fund account. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT / third party services (including International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, and (ix) Enhanced Call Routing, x) Long Distance Recovery, (xi) Audio, Video and Net Conferencing, (xii) Voice over IP Services, (xiii) Security Services, (xiv) Non-Listing/Non-Published Service, (xv) Telecommunications Service Priority, and (xvi) Services provided by Company’s incumbent local exchange carriers (“ILECs”) or by Cellco Partnership and its affiliates d/b/a Company Wireless. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in Total Service Charges (“AVC”) during each contract year of the Termwaived.

Underutilization and Early Termination Charges. If Customer's Total Service Charges do not meet or exceed the TVC at the expiration of the Initial Term, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to twenty-five percent (25%) of the difference between the TVC and Customer's Total Service Charges during the Initial Term. If Customer’s Total Service Charges do not reach meet or exceed the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC for the Contract Year unless otherwise provided in the Agreement. If before Extended Term Commitment at the expiration of the Initial Extended Term, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to twenty-five percent (25%) of the difference between the Extended Term Commitment and Customer's Total Service Charges during the Extended Term. If: (a) Customer terminates this Agreement before the Agreement and all Services end of the Initial Term for Convenience, reasons other than Cause; or (b) Company terminates the this Agreement or all Services for Cause; , then Customer will pay, within thirty (30) days after such termination and receipt termination: (i) all accrued but unpaid charges incurred through the date of an invoice from Companysuch termination, plus (ii) an amount equal to fifty twenty-five percent (5025%) of the unmet AVC, if any, that would otherwise be due and payable for the Contract Year(s) left unsatisfied TVC remaining in the Initial Term,(“Early Termination Charge”)Term, plus (iii) a pro rata portion of any and all credits received by Customer other than credits for refunds of overcharges, reimbursements or credits for service level failures. Upon One Time Credit: Provided that Customer executes and delivers the expiration of Agreement to the Initial Term and during any Renewal TermCompany no later than an agreed upon date, Customer shall not receive a credit equal to $215,000 which will be liable applied against Customer's Interstate Total Service Charges. Customer will receive a credit equal to $75,000 applied against Customer's designated Service Charges incurred for Underutilization Interstate Services. Customer will receive a credit equal to $10,500 applied against Customer's designated Service Charges or Early Termination Charges (except incurred for Interstate and International Services and any other services mutually agreeable by Company and Customer. Provided that Customer executes and delivers the Agreement to the extent Company no later than an agreed upon date, Customer shall receive a termination charge is expressly identified in a Service Attachment or SLA in the event of termination by Customer of a specific service. Installation Waiver: Company will waive the one-time installation charges associated with Network Access Service within the 48 contiguous States of the U.S. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived.\ Payment Arrangements: Customer agrees credit equal to pay all the Company charges (except disputed amounts) within thirty (30) days of Customer’s receipt of the invoice. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – v5.0 Initial Term: 12 months Upon expiration of the Term, the Agreement $60,000 which will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $0.00 in applied against Customer's Interstate and International Total Service Charges (“AVC”) during each contract year of the TermCharges.