Common use of Underutilization and Early Termination Clause in Contracts

Underutilization and Early Termination. During the Term of the Agreement, for each complete Contract Year, if the Total Service Charges do not reach the AVC for that Contract Year, Customer shall pay an additional charge equal to the difference between the AVC for that Contract Year and the Total Service Charges for that Contract Year (“Underutilization Charge”). If Customer terminates the Agreement before the end of the Term of the Agreement for reasons other than Cause or if Verizon terminates the Agreement for Cause, then Customer will pay, within the payment terms established herein, except as otherwise set forth in the Agreement, an early termination charge equal to 100% of the unsatisfied AVC remaining during the Contract Year of termination, and for each subsequent Contract Year remaining in the Term. If Customer terminates the Agreement before the end of the Term of the Agreement for Cause then Customer will have no obligation to pay any Underutilization Charge, early termination charge, or Termination for Convenience Fee. OC-12 SmartRing Monthly Underutilization Charges: If in any monthly period, Customer’s Total Service Charges for OC-12 SmartRing Service do not meet or exceed the OC-12 SmartRing Minimum MRC, then Customer musts pay: (i) all accrued but unpaid charges incurred under the Service Attachment; and (ii) an “Underutilization Charge” in an amount equal to 100% of the difference between Customer’s Total Service Charges for OC-12 SmartRing Service and the monthly recurring charge during such monthly period. Semi-Annual Credits: Customer will receive ten credits each equal to $500,000 to be applied Company’s charges for interstate and international Services or other charges mutually agreed by Customer and Company in the 6th, 12th, 18th, 24th, 30th, 36th, 42nd, 48th, 54th and 60th months (for a total of $5,000,000, Transition Credit: Customer will receive a credit of $1,666,666.67 by having Private IP and Managed WAN Services in place at 500 additional locations (1,000 total locations). Credit will be applied against 10 billing account number designated by Customer.

Underutilization and Early Termination. During If, in any Contract Year during the Term of the AgreementInitial Term, for each complete Contract Year, if the Customer's Total Service Charges do not reach the AVC for that Contract Year, Customer shall pay an additional charge equal to the difference between the AVC for that Contract Year and the Total Service Charges for that Contract Year (“Underutilization Charge”). If Customer terminates the Agreement before the end of the Term of the Agreement for reasons other than Cause or if Verizon terminates the Agreement for Cause, then Customer will pay, within the payment terms established herein, except as otherwise set forth in the Agreement, an early termination charge equal to 100% of the unsatisfied AVC remaining during the Contract Year of termination, and for each subsequent Contract Year remaining in the Term. If Customer terminates the Agreement before the end of the Term of the Agreement for Cause then Customer will have no obligation to pay any Underutilization Charge, early termination charge, or Termination for Convenience Fee. OC-12 SmartRing Monthly Underutilization Charges: If in any monthly period, Customer’s Total Service Charges for OC-12 SmartRing Service do not meet or exceed the OC-12 SmartRing Minimum MRCAVC, then Customer musts 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 such 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 usage and other charges incurred under this Agreement, and (b) an “Underutilization Charge” 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 during the Initial 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 under through the Service Attachment; and date off such termination, plus (ii) an “Underutilization Charge” in an amount equal to 10050% of the difference between Customer’s Total Service Charges unsatisfied AVC for OC-12 SmartRing Service each Contract Year (and a pro rata portion thereof for any partial Contract Year) remaining in the monthly recurring charge during unexpired portion of the Initial Term on the date of such monthly periodtermination plus (ii) a pro rata portion of any and all installation waive credits, sign-up credits, or up front credits provided to Customer under this Agreement. SemiOne-Annual Time Credits: Provided that Customer will executes and delivers the Agreement to Company no later than an agreed upon date, Customer shall receive ten credits each a credit equal to $500,000 to 5,000, which will be applied Company’s charges for interstate and international Services or other charges mutually agreed by Customer and Company in the 6th, 12th, 18th, 24th, 30th, 36th, 42nd, 48th, 54th and 60th months (for a total of $5,000,000, Transition Credit: against Customer's Interstate Total Service Charges. Customer will receive a one-time credit of $1,666,666.67 42,000, applied against Customer’s designated Service Charges incurred for Interstate and International Services and any other services mutually agreeable by having Company and Customer. Provided Customer meets conditions set forth in Amendment 12 and Customer orders and maintains at least 25 DS-1 domestic Private IP ports, then Customer will receive 3 credits of $35,000, $20,000, and Managed WAN Services in place at 500 additional locations (1,000 total locations)$20,000 respectively. Credit The credits will be applied against 10 billing account number designated by Customer’s interstate and international Total Service Charges.

Underutilization and Early Termination. During If, in any Contract Year during the Term of the AgreementTerm, for each complete Contract Year, if the Customer's Total Service Charges do not reach meet or exceed the AVC for that Contract YearAVC, then Customer shall pay pay: (a) all accrued but unpaid charges incurred under the Agreement; and (b) an additional charge "Underutilization Charge" in an amount equal to 25% of the difference between the AVC for that Contract Year and the Customer's Total Service Charges for during that Contract Year (“Underutilization Charge”)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 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. If (a) the Customer terminates the Agreement before the end of the Term of the Agreement for reasons other than Cause Cause; or if Verizon (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 charges incurred through the payment terms established hereindate off such termination, except as otherwise set forth in the Agreement, plus (ii) an early termination charge amount equal to 10025% of the unsatisfied AVC remaining during the Contract Year 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. If Provided that Customer terminates executes and delivers the Agreement before the end of the Term of the Agreement for Cause then to Company no later than an agreed upon date, Customer will have no obligation to pay any Underutilization Charge, early termination charge, or Termination for Convenience Fee. OC-12 SmartRing Monthly Underutilization Charges: If in any monthly period, Customer’s Total Service Charges for OC-12 SmartRing Service do not meet or exceed the OC-12 SmartRing Minimum MRC, then Customer musts pay: (i) all accrued but unpaid charges incurred under the Service Attachment; and (ii) an “Underutilization Charge” in an amount equal to 100% of the difference between Customer’s Total Service Charges for OC-12 SmartRing Service and the monthly recurring charge during such monthly period. Semi-Annual Credits: Customer will shall receive ten credits each a credit equal to $500,000 to 250,000, which will be applied Company’s charges for interstate and international Services or other charges mutually agreed by Customer and Company in the 6th, 12th, 18th, 24th, 30th, 36th, 42nd, 48th, 54th and 60th months (for a total of $5,000,000, Transition Credit: against Customer's Interstate Total Service Charges. Customer will receive a credit each equal to $19,100 applied against Customer's designated Service Charges incurred for Voice and any other services mutually agreeable by Company and Customer. Customer will receive three credits, two equal to $20,000 and one equal to $60,000, applied against Customer's designated Service Charges incurred for Interstate Services and any other services mutually agreeable by Company and Customer. Achievement Credits: If during any Contract Year, Customer's annual Total Service Charges equal one of $1,666,666.67 by having Private IP and Managed WAN Services in place at 500 additional locations (1,000 total locations)the levels below, Customer shall receive the corresponding Achievement Credits. The Achievement Credit will be applied against 10 billing account number Customer's designated Total Service Charges incurred for Interstate and International services and any other services mutually agreeable by the Company and Customer.