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 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 OPTION NO: 54268500 (arev. May ’16, Amendment 36) Initial Term: 12 months Upon expiration of the Customer Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this the Agreement before upon at least sixty (60) 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 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, 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 OPTION NO. 163224 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 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, If Customer's Total Service Charges do not meet or exceed reach the AVCAVC in any Contract Year during the Initial Term, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) pay an "Underutilization Charge" in an amount equal to 2550% of the difference between the unmet AVC and for that Contract Year. If Customer's Total Service Charges during that Contract Year. If do not reach the AVC in any monthly billing period during Contract Year because the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 of the AVC then Agreement is terminated early by the Customer without Cause or by Company with Cause, Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) pay an amount “Early Termination Charge” equal to 2550% of the difference between 1/12 of the unmet 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 Payment: Customer agrees to pay all Company charges (except Disputed amounts) within thirty (30) days of Customer’s receipt of the event of early cancellation for OC-3 access service such termination invoice. Invoice receipt shall not be effective until 30 deemed to occur no later than 5 days after the Company receives written notice of termination and the following invoice date. Customer will paypay a late payment charge on any amount not paid or Disputed within such 30 days, within 30 days after such Termination equal to the lesser of: (a) 1.5% per month, (b) the amount indicated in a Service Attachment, or (c) the maximum amount allowed by applicable law. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: Regional Checkbook 2004 – 3 Year (Credit Option) Conferencing Super Saver Promotion New Customer Incentive Promotion (10% Invoice Credit) OPTION NO 165535 (rev. Apr 11, Amendment 13) Initial Term: 36 months Upon completion of the Initial Term, the Agreement will be automatically extended on a month-to-month basis until the 13th Amendment Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through . Commencing on the Termination 13th Amendment Effective Date, plus the Term will start anew and continue for a period of 36 months (ii) an amount equal to 100% “1s Renewal Term”). Upon expiration of the Monthly Fees for OC-3 access remaining in 1st Renewal Term, the unexpired portion Agreement will be automatically on a month-to-month basis (“2nd Extended Term”), unless either party terminates it upon at least 60 days written notice. Any service-specific term commitments that extend beyond the Term will continue after the end of the circuit term calculated from Term, and commitments made during the Termination Effective DateTerm survive the Agreement. Credits:The terms of the Agreement will continue to apply during such service-specific terms that extend beyond the 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 OPTION NO 53745605 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 Dateexpressly excluded by this Agreement. CreditsDiscounts:

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 the Term, If Customer's Total Service Charges do not meet or exceed reach the AVC, then AVC in any Contract Year during the Initial Term; Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) pay an "Underutilization Charge" in an amount equal to 2550% of the difference between the unmet AVC and for that Contract Year. If Customer's Total Service Charges during that Contract Year. If do not reach the AVC in any monthly billing period during Contract Year because the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 of the AVC then Agreement is terminated early by the Customer without Cause or by Company with Cause, Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) pay an amount “Early Termination Charge” equal to 2550% of the difference between 1/12 of the unmet 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 Payment: Customer agrees to pay all Company charges (except Disputed amounts) within thirty (30) days of Customer’s receipt of the event of early cancellation for OC-3 access service such termination invoice. Invoice receipt shall not be effective until 30 deemed to occur no later than 5 days after the Company receives written notice of termination and the following invoice date. Customer will paypay a late payment charge on any amount not paid or Disputed within such 30 days, within 30 days after such Termination equal to the lesser of: (a) 1.5% per month, (b) the amount indicated in a Service Attachment, or (c) the maximum amount allowed by applicable law. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: Regional Checkbook 2004 – 3 Year (Credit Option) Conferencing Super Saver Promotion New Customer Incentive Promotion (10% Invoice Credit) OPTION NO 165535 (rev. Apr 11, Amendment 13) Initial Term: 36 months Upon completion of the Initial Term, the Agreement will be automatically extended on a month-to-month basis until the 13th Amendment Effective Date: (i) all accrued but unpaid charges for OC-3 access service incurred through . Commencing on the Termination 13th Amendment Effective Date, plus the Term will start anew and continue for a period of 36 months (ii) an amount equal to 100% “1s Renewal Term”). Upon expiration of the Monthly Fees for OC-3 access remaining in 1st Renewal Term, the unexpired portion Agreement will be automatically on a month-to-month basis (“2nd Extended Term”), unless either party terminates it upon at least 60 days written notice. Any service-specific term commitments that extend beyond the Term will continue after the end of the circuit term calculated from Term, and commitments made during the Termination Effective DateTerm survive the Agreement. Credits:The terms of the Agreement will continue to apply during such service-specific terms that extend beyond the 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 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 $8,000,000.00 - $8,999,999.99 $200,000 $9,000,000.00 - $9,999,999.99 $300,000 $10,000,000.00 or greater $400,000 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 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 Datetotal number of months of the term specified in such amendment, multiplied by the total amount of the disbursed credit. Credits:

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% 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.