Common use of Underutilization and Early Termination Charges Clause in Contracts

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 meet or exceed 1/12 of the AVC then the Customer shall pay: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer. In the event of early cancellation for OC-3 access service such termination shall not be 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 OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:

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 meet or exceed 1/12 of reach the AVC then TVC during the Initial Term; Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) pay an amount “Underutilization Charge” equal to 2545% of the difference between 1/12 of the AVC and the unmet TVC. If Customer’s Total Service Charges do not reach the Renewal Term AVC during such the Renewal Term, Customer shall pay an “Underutilization Charge” equal to 45% of the unmet Renewal Term AVC. If Customer’s Total Service Charges do not reach the Extended Term MVC during any monthly billing period of the Extended Term, Verizon may charge, and Customer shall pay, an “Underutilization Charge” equal to 45% of the unmet Extended Term MVC for that monthly period. If (a) Customer’s Total Service Charges do not reach the Customer terminates this Agreement before TVC during the end of the Initial Term for reasons other than Cause; or (b) the Company terminates because the Agreement for is terminated early by Customer without Cause then the or by Verizon with Cause, Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) shall pay an amount “Early Termination Charge” equal to 2545% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, unmet TVC plus (iii) a pro rata portion of any and all credits received by Customer. In If Customer’s Total Service Charges do not reach the event of Renewal Term AVC during the Renewal Term because the Agreement is terminated early cancellation for OC-3 access service such termination by Customer without Cause or by Verizon with Cause, Customer shall not be effective until 30 days after the Company receives written notice of termination and the Customer will pay, within 30 days after such pay an “Early Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount Charge” equal to 10045% of the Monthly Fees for OC-3 access remaining in the unexpired unmet Renewal Term AVC plus a pro rata portion of any credits, if any, received by Customer during the circuit term calculated from 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 Termination Effective Date. Credits:Agreement to the Company no later than an agreed upon date, Customer shall receive a credit equal to $95,000, which will be applied against Customer's Interstate and International Total Service Charges.

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 twenty-five percent (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 meet or exceed 1/12 of the AVC then the Customer shall payIf: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the this Agreement for Cause pursuant to the Section entitled “Termination,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to twenty-five percent (25% %) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the termTerm, plus (iii) a pro rata portion of any and all credits received by Customer. In Term: 24 months Upon expiration of the event of early cancellation for OC-3 access service such termination shall not Term, the Agreement will be effective until 30 automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days after the Company receives written notice prior to the end of termination the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $750,000.00 in Total Service Charges Total Service Charges” means all charges, after application of all discounts and the credits, incurred by Customer will payfor Services provided under this Agreement, within 30 days after such Termination Effective Datespecifically 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) all accrued but unpaid other charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:expressly excluded by this Agreement.

Underutilization and Early Termination Charges. If, in any Contract Year during the TermYear, Customer's Total Service ’s Eligible Usage Charges do not meet or exceed are less than the AVCMVC, then Customer shall will pay: (1) all accrued but unpaid charges incurred by Customer; and (2) an underutilization charge equal to the difference between Customer's Eligible Usage Charges during such Contract Year and the MVC. If (1) Customer terminates this Agreement during the Term other than for Cause), or (2) Company terminates this Agreement for Cause, Customer will pay: (a) all accrued but unpaid charges incurred under this Agreementthrough the date of such termination; 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 meet or exceed 1/12 of the AVC then the Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) an amount equal to 2535% of the difference between 1/12 aggregate of the AVC MVC(s) (and the Customer’s Total Service Charges during such monthly billing period. If (a) the Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion thereof for any partial Contract Year) that would have been applicable for the remaining unexpired portion of the Term on the date of such termination; (c) any and all credits received by Customer. In Customer hereunder (unless otherwise specified and exclusive of service installation charge credits where minimum payment periods have been satisfied, the event of early cancellation for OC-3 access service such termination shall not be effective until 30 days after the Company receives written notice of termination Interstate Service Credits, if any, and the Customer will payforeign tax credits, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Datein full, without setoff or deduction; plus (iid) an amount equal the aggregate termination charges, payable to 100% any third party suppliers or overseas access providers, if any, for which Company is or becomes contractually liable on behalf of Customer in connection with such termination. The termination liability is in addition to any other remedies available to Company. The termination liability shall be in lieu of Company’s right to receive Underutilization Charges for any remaining period of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:Term following such termination.

Underutilization and Early Termination Charges. If, in any Contract Year during If the Term, Customer's Total Service Charges do Agreement has not meet or exceed the AVC, then been terminated by Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; for Cause 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 meet or exceed 1/12 of reach the AVC then TVC during the Initial Term, Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) pay an amount “Underutilization Charge” equal to 25% of the difference between 1/12 unmet TVC. Payment of such Underutilization Charge will relieve Customer of any further TVC obligation for the AVC and the Customer’s Total Service Charges during such monthly billing periodInitial Term. If If: (a) the Customer terminates this Agreement before the end of the Initial Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause pursuant to the Section entitled “Termination; Disconnection Notice,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through an amount equal to 25% of the date off such terminationunsatisfied 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 First or Second Extended Term, Customer shall pay an “Underutilization Charge” equal to 25% of the unmet AVC. Payment of such Underutilization Charge will relieve Customer of any further AVC obligation for the First or Second Extended Term as applicable. If: (a) Customer terminates this Agreement before the end of the First or Second Extended Term for reasons other than Cause or (b) Company terminates this 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 AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the termFirst or Second Extended Term, plus (iiiii) a pro rata portion of any and all credits received by Customer. In Payment of such Early Termination Charge will relieve Customer of any further AVC obligation for the event First or Second Extended term as applicable. For avoidance of early cancellation doubt, if Customer terminates the Agreement for OC-3 access service such termination shall reasons other than Cause or Company terminates the Agreement for Cause, Customer will pay the applicable Early Termination fee as set forth above and would not be effective until 30 days after liable for an Underutilization Charge repayable only if the Company receives written notice of termination and occurs during the Customer will pay, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through first 12 months following the Termination Effective Date, plus pro-rated based on 12 months; (iic) an amount equal to 100% repayment of the Monthly Fees for OC-3 access remaining Usage Credits shall be pro-rated based on 12 months, and only the Usage Credit paid in the unexpired portion year of the circuit term calculated from the Termination Effective Date. Credits:termination shall be repayable..

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 meet or exceed 1/12 reach the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to fifty percent (50%) of the AVC then the Customer shall pay: (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 unmet AVC. If Customer’s Total Service Charges during such monthly billing perioddo 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 “Early Termination Charge” equal to seventy-five percent (75%) of the unmet AVC for the year of termination and each subsequent Contract Year remaining in the Term plus a pro rata portion of any credits received by Customer. If 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 (a60) the Customer terminates this Agreement before days written notice prior to the end of the Initial Term for reasons other than Cause; or (b) “Extended Term”). During the Company terminates 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 Cause then 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 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 Customer will hereunder. Customer may terminate this Agreement upon sixty (60) days prior written notice without liability to Company for any Underutilization Charges or Early Termination Charges upon Customer expending $20,000,000.00 in Total Service Charges during this Agreement’s Term (the “Total Term Commitment”); provided that, in the event of termination, Customer shall pay, within 30 thirty (30) days after such termination: (i) , all accrued but unpaid charges incurred through the date off of such termination. 10th Amendment Term: The parties agree that the Term’s last day shall be May 31, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer. In the event of early cancellation for OC-3 access service such termination shall not be effective until 30 days after the Company receives written notice of termination 2009 and the Customer will payAgreement shall extend as of June 1, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges 2009 for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:a 13 month extension Term.

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 2575% 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 meet or exceed 1/12 of the AVC then the Customer shall pay: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) an amount equal to 2575% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer. In Local Service – CLEC Credit Based on Local Usage: Customer will receive a credit equal to 30% multiplied times Customer’s Tariffed usage charges and MRCs for Local Service and Local and Long Distance Service Bundles under this Service Attachment excluding EUCL charges, Operator Service Charges and Directory Assistance. The resulting dollar amount of the event of early cancellation credit will be applied to Customer's Total Service Charges (plus equipment charges), excluding charges for OC-3 access service such termination shall not intrastate telecommunications service. This credit will be effective until 30 days reflected on Customer’s invoice, adjustment memo or other billing document within two billing cycles after the Company receives written notice billing cycle on which it is based. Notwithstanding the foregoing, in no event may the amount of termination and the Customer will pay, within 30 days after such Termination Effective Date: credit exceed Customer's Total Service Charges (iplus equipment charges) all accrued but unpaid – excluding charges for OC-3 access intrastate telecommunications service incurred through – for the Termination Effective Date, plus (ii) an amount equal monthly billing period in which that credit is to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:be applied.

Underutilization and Early Termination Charges. If, in any Contract Year during the Term, If Customer's Total Service Charges do not meet or exceed the AVCTVC 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 AVC TVC and Customer's Total Service Charges during that Contract Yearthe Initial Term. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 the Extended Term Commitment at the expiration of the AVC Extended Term, then the 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 1/12 of the AVC Extended Term Commitment and the Customer’s 's Total Service Charges during such monthly billing periodthe Extended Term. If If: (a) the Customer terminates this Agreement before the end of the Initial Term for reasons other than Cause; or (b) the Company terminates the this Agreement for Cause Cause, then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to twenty-five percent (25% %) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year TVC remaining in the termInitial Term, plus (iii) a pro rata portion of any and all credits received by CustomerCustomer other than credits for refunds of overcharges, reimbursements or credits for service level failures. In One Time Credits: Provided that Customer executes and delivers the event of early cancellation for OC-3 access service such termination shall not be effective until 30 days after Agreement to the Company receives written notice of termination and the no later than an agreed upon date, Customer shall receive a credit equal to $215,000 which will be applied against Customer's Interstate Total Service Charges. Customer will pay, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount receive a credit equal to 100% of $75,000 to be applied against Customer's designated Service Charges incurred for Interstate Services. Customer will receive a credit equal to $10,500 to be applied against Customer's designated Service Charges incurred for Interstate and International Services. Provided that Customer executes and delivers the Monthly Fees Agreement to the Company no later than an agreed upon date, Customer shall receive a credit equal to $60,000 which will be applied against Customer's Interstate and International Total Service Charges. Customer will receive a credit equal to $10,000 to be applied against Customer's Total Service Charges incurred for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits: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 meet or exceed 1/12 reach the AVC in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC then for the Customer shall payContract Year unless otherwise provided in the Agreement. If before the expiration of the Initial Term: (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 the Agreement before the end of the Term and all Services for reasons other than Cause; Convenience, or (b) the Company terminates the Agreement or all Services for Cause Cause; then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off such terminationtermination and receipt of an invoice from Company, plus (ii) an amount equal to 25% fifty percent (50%) of the unsatisfied AVC remaining 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 termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer. In the event of early cancellation for OC-3 access service such termination shall not be 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 OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:Term.

Underutilization and Early Termination Charges. If, in any Contract Year during the Term, If Customer's Total Service Charges do not meet or exceed the AVCTVC 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 AVC TVC and Customer's Total Service Charges during that Contract Yearthe Initial Term. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 the Extended Term Commitment at the expiration of the AVC Extended Term, then the 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 1/12 of the AVC Extended Term Commitment and the Customer’s 's Total Service Charges during such monthly billing periodthe Extended Term. If If: (a) the Customer terminates this Agreement before the end of the Initial Term for reasons other than Cause; or (b) the Company terminates the this Agreement for Cause Cause, then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to twenty-five percent (25% %) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year TVC remaining in the termInitial 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. One Time Credit: Provided that Customer executes and delivers the Agreement to the Company no later than an agreed upon date, Customer shall receive a credit equal to $215,000 which will be 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 Interstate Services. Customer will receive a credit equal to $10,500 applied against Customer's designated Service Charges incurred for Interstate and International Services and any other services mutually agreeable by Company and Customer. In Provided that Customer executes and delivers the event of early cancellation for OC-3 access service such termination shall not be effective until 30 days after Agreement to the Company receives written notice of termination and the no later than an agreed upon date, Customer will pay, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount shall receive a credit equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:$60,000 which will be applied against Customer's Interstate and International Total Service Charges.

Underutilization and Early Termination Charges. If, in any Contract Year during the Term, If Customer's Total Service Charges do not meet or exceed the AVCTVC 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 AVC TVC and Customer's Total Service Charges during that Contract Yearthe Initial Term. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 the Extended Term Commitment at the expiration of the AVC Extended Term, then the 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 1/12 of the AVC Extended Term Commitment and the Customer’s 's Total Service Charges during such monthly billing periodthe Extended Term. If If: (a) the Customer terminates this Agreement before the end of the Initial Term for reasons other than Cause; or (b) the Company terminates the this Agreement for Cause pursuant to the Section entitled “Termination,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to twenty-five percent (25% %) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year TVC remaining in the termInitial Term, plus (iii) a pro rata portion of any and all credits received by Customer. In the event Customer other than credits for refunds of early cancellation overcharges, reimbursements or credits for OC-3 access service such termination shall not be 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 OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:level failures.

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% one hundred percent (100%) 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 meet or exceed 1/12 of the AVC then the Customer shall payIf: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the this Agreement for Cause pursuant to the Section entitled “Termination,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to 25% one hundred percent (100%) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the termTerm, plus (iii) any waived start-up and/or non-recurring charges; plus (iv) a pro rata portion of any and all credits received by Customer. In OPTION NO: 55114901 (rev. Nov. 11, Amendment 6) Initial Term: 48 months Upon expiration of the event of early cancellation for OC-3 access service such termination shall not Term, the Agreement will be effective until 30 automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days after the Company receives written notice of termination and prior to the Customer will pay, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% end of the Monthly Fees for OC-3 access remaining Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $200,000.00 in the unexpired portion Total Service Charges (“AVC”) during each contract year of the circuit term calculated from Term. Commencing on the Termination 1st Amendment Effective Date. Credits: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, 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% one hundred percent (100%) 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 meet or exceed 1/12 of the AVC then the Customer shall payIf: (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 end of the Term for reasons other than Cause; or (b) the Company Verizon terminates the this Agreement for Cause pursuant to the Section entitled “Termination,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to 25% one hundred percent (100%) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the termTerm, plus (iii) any waived start-up and/or non-recurring charges; plus (iv) a pro rata portion of any and all credits received by Customer. In OPTION NO: 55114901 (rev. Nov. 11, Amendment 6) Initial Term: 48 months Upon expiration of the event of early cancellation for OC-3 access service such termination shall not Term, the Agreement will be effective until 30 automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days after the Company receives written notice of termination and prior to the Customer will pay, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% end of the Monthly Fees for OC-3 access remaining Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $200,000.00 in the unexpired portion Total Service Charges (“AVC”) during each contract year of the circuit term calculated from Term. Commencing on the Termination 1st Amendment Effective Date. Credits: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, in any Contract Year during the Term, If Customer's Total Service Charges do not meet or exceed the AVCTVC 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 AVC TVC and Customer's Total Service Charges during that Contract Yearthe Initial Term. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 the Extended Term Commitment at the expiration of the AVC Extended Term, then the 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 1/12 of the AVC Extended Term Commitment and the Customer’s 's Total Service Charges during such monthly billing periodthe Extended Term. If If: (a) the Customer terminates this Agreement before the end of the Initial Term for reasons other than Cause; or (b) the Company Verizon terminates the this Agreement for Cause pursuant to the Section entitled “Termination,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to twenty-five percent (25% %) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year TVC remaining in the termInitial Term, plus (iii) a pro rata portion of any and all credits received by Customer. In the event Customer other than credits for refunds of early cancellation overcharges, reimbursements or credits for OC-3 access service such termination shall not be 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 OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:level failures.

Underutilization and Early Termination Charges. If, in any Contract Year during month of the Term, Customer's Total Service Charges the customer’s total service charges do not meet or exceed the AVCMonthly revenue Commitment, then the Customer shall paypay to the Company the following: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 25100% of the difference between the AVC total service charges and Customer's Total Service Charges during that Contract Yearthe Monthly Revenue Commitment. If in any monthly billing period during Term: 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $120,000.00 in Total Service 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 do not meet must equal or exceed 1/12 one-twelfth (1/12) of the AVC then the AVC. Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer shall payfor Services provided under this Agreement, specifically excluding: (a) all accrued but unpaid charges incurred under this Agreement, and Taxes; (b) an amount equal to 25% 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 difference between 1/12 of the AVC goods or services; (f) non-recurring charges; (g) Governmental Charges; (h) international pass-through access charges (i.e., Type 3/PTT) and the Customer’s Total Service Charges during such monthly billing period. If charges for international access provided by Company (a) the Customer terminates this Agreement before the end of the Term for reasons other than Causei.e., Type 1); or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: and (i) all accrued but unpaid other charges incurred through the date off such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received expressly excluded by Customer. In the event of early cancellation for OC-3 access service such termination shall not be 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 OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:this Agreement.

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 meet or exceed 1/12 of the AVC then the Customer shall pay: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer. In the event of early cancellation for OC-3 access service such termination shall not be 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 OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 of the 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, 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 meet or exceed 1/12 reach the TVC upon completion of the AVC then Initial Term; Customer will pay an “Underutilization Charge” equal to 100% of the Customer shall payunmet TVC. If: (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 the Agreement before the end of the Initial Term for reasons other than for Cause; or (b) the Company terminates the Agreement for Cause Cause, then the Customer will pay, within 30 days after such termination: ; (i) all accrued but unpaid usage and other charges incurred through under the date off such termination, plus Agreement; (ii) an amount equal to 2575% of the unsatisfied AVC TVC remaining during upon the year date of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by CustomerCustomer under the Agreement. In For the avoidance of doubt, in the event of early cancellation for OC-3 access service such any termination of the Agreement, Customer shall not be effective until 30 days after responsible to pay any credits that were issued or received by Customer prior to the Company receives written notice Initial Term (as such Initial Term begins anew upon the 12th Amendment Effective Date). If in any monthly billing period during the Extended Term, Customer’s Total Service Charges do not meet or exceed one-twenty-fourth (24th) of termination and the TVC, then Customer will pay, within 30 days after such Termination Effective Date: (ia) 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 OC-3 access service 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 through 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 Termination 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 receive a One-Time Structured Cabling Credit equal to $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 contract year, plus (ii) 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. The Achievement Credit will be applied against Customer's designated Total Service Charges 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 Monthly Fees actual charges for OC-3 access remaining in the unexpired portion 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 circuit term calculated from the Termination Effective Datenew “Redirect to Trunk Group” type product. Credits: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 meet or exceed 1/12 of the AVC then the Customer shall payIf: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the this Agreement for Cause then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the termTerm, plus (iii) a pro rata portion of any and all credits received by Customer. In TVC Underutilization Charges: If, Customer’s Total Service Charges do not reach the event TVC at the end of early cancellation for OC-3 access service such termination 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, Customer’s Total Services Charges do not be effective until 30 days after meet or exceed the Company receives written notice of termination and the Extended Term TVC, then Customer will shall pay, within 30 days after such Termination Effective Date: (ia) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Date, plus under this Agreement; and (iib) an “Underutilization Charge” in an amount equal to 10025% of the Monthly Fees for OC-3 access remaining in difference between the unexpired portion of Extended Term TVC and Customer’s Total Service Charges during the circuit term calculated from the Termination Effective Date. Credits:Extended Term.

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 twenty-five percent (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 meet or exceed 1/12 of the AVC then the Customer shall payIf: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the this Agreement for Cause pursuant to the Section entitled “Termination,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, plus (ii) an amount equal to twenty-five percent (25% %) of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the termTerm, plus (iii) a pro rata portion of any and all credits received by Customer. In Term: 24 months following the event expiration of early cancellation the Ramp Period The Ramp Period shall begin on the Effective Date and continue for OC-3 access service such termination shall a period of three (3) months following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be effective until 30 subject to the AVC. Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days after the Company receives written notice prior to the end of termination the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $55,000.00 in Total Service Charges following the expiration of the Ramp Period Total Service Charges” means all charges, after application of all discounts and the credits, incurred by Customer will payfor Services provided under this Agreement, within 30 days after such Termination Effective Datespecifically 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) all accrued but unpaid other charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:expressly excluded by this Agreement.

Underutilization and Early Termination Charges. If, in any Contract Year If Customer Signatory fails to meet the MVC during the Initial Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall Signatory will pay within 30 calendar days of the last day of the completion of the Initial Term: (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 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 Term (i) for reasons other than for “Cause,” or (2) Company terminates the GSA, Customer will pay: (a) all accrued but unpaid charges incurred under this Agreement; Usage Charges 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 meet or exceed 1/12 of the AVC then the Customer shall pay: (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 end of the Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off of such termination, ; plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer. In the event of early cancellation for OC-3 access service such termination shall not be 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 OC-3 access service incurred through the Termination Effective Date, plus (iib) an amount equal to 100% of the Monthly Fees aggregate of the Minimum Volume Commitment that would have been applicable for OC-3 access the remaining in the unexpired portion of the circuit Term as of the date of termination; plus (d) the aggregate termination charges, if any, imposed 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) a pro-rata portion of any upfront contractual credits memorialized in an amendment to the Agreement, limited to signing bonuses, migration credits, conversion credits, Company Fund credits, or similar one-time credits. Pro-rata shall mean the number of months remaining in the term calculated from specified in such amendment divided by the Termination Effective Date. Credits:total number of months of the term specified in such amendment, multiplied by the total amount of the disbursed credit.

Underutilization and Early Termination Charges. If, If Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Term, Customer shall pay an “Underutilization Charge” equal to 50% of the difference between the AVC for that Contract Year 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 AVCExtended Term Volume Commitment, then Customer shall pay: (ai) all accrued but unpaid charges incurred under this Agreement; and (bii) an "Underutilization Charge" in an amount equal to 2550% of the difference between the AVC Extended Term Volume Commitment 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 meet or exceed 1/12 of the AVC then the Customer shall pay: (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 If: (ai) the Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (bii) the Company terminates the this Agreement for Cause pursuant to the Section entitled “Termination; Disconnection Notice,” then the Customer will pay, within 30 thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) termination an amount equal to 2550% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the terminitial Term, plus (iiiii) a pro rata portion of any and all credits received by Customer. In the event that Customer terminates the Agreement prior to the end of early cancellation the Term and is to be assessed both an Early Termination Charge and an Underutilization Charge for OC-3 access service such termination shall not the current Contract Year, the Underutilization Charge owed by Customer for the current Contract Year will be effective until 30 days after deducted from the Company receives written notice of termination Early Termination Charge and documented in writing. 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 Customer and the Company. Customer will payreceive a credit, within 30 days after such Termination Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through the Termination Effective Date, plus (ii) an amount equal to 100% of the Monthly Fees for OC-3 access remaining in the unexpired portion of the circuit term calculated from the Termination Effective Date. Credits:$8,574, applied against Customer's Total Service Charges.