Common use of Early Termination Charges Clause in Contracts

Early Termination Charges. If: (a) Customer terminates this Agreement during the Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to either (1) fifty percent (50%) of the difference between the AVC and Customer’s Total Service Charges for the current Contract Year plus fifty percent (50%) of the AVC for any applicable Extended Term for which Customer has previously opted or (2) if Customer has a TVC, fifty percent (50%) of the difference between the TVC and Customer’s Total Service Charges during the first and second Contract Year. For purposes of clarity, if Customer has a TVC and elects for a Second Optional Extended Term and (a) Customer terminates this Agreement during the Second Optional Extended Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an amount equal to fifty percent (50%) of the difference between the AVC and Customer's Total Service Charges during the Second Optional Extended Term. Company agrees to waive the above termination charges to the extent such termination is pursuant to Section 22 (Force Majeure). Notwithstanding the foregoing, Customer will not incur any early termination charges if Customer migrates all of the Services hereunder to another provider due to a Technological Change (as defined in Section 6 of Attachment A). The foregoing termination charges are in lieu of (and not in addition to) the Underutilization Charges. Notwithstanding anything to the contrary in above, if, at any time before the end of the second Contract Year, Customer's Total Service Charges exceed the TVC and Customer is not in breach of its obligations under the Agreement, then Customer may, at its sole option: either (a) elect to continue this Agreement in full force and effect for the remainder of the second Contract Year under the existing terms and conditions of this Agreement, and subject to a volume commitment to be achieved in the number of months remaining in the second Contract Year (“Early Termination Month(s)”) equal to the product of $375,000.00 and said number of months remaining in the second Contract Year (“Early Termination Volume Commitment”); or (b) no later than thirty (30) days following the end of the month in which Customer satisfies the TVC and its other obligations under the Agreement, Customer shall give Company written notice to terminate this Agreement and such termination will be without any early termination charges under Section 6 (other than for unpaid usage and other undisputed charges incurred through the date of such termination) and such termination notice will be effective thirty (30) days after received by Company. If Customer elects to terminate the Agreement, pursuant to (b) above, the Ramp Down Period will begin upon such termination.

Early Termination Charges. If: (a) Customer terminates this Agreement during the Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to either (1) fifty percent (50%) of the difference between the AVC and Customer’s Total Service Charges for the current Contract Year plus fifty percent (50%) of the AVC for any applicable Extended Term for which Customer has previously opted or (2) if Customer has a TVC, fifty percent (50%) of the difference between the TVC and Customer’s Total Service Charges during the first and second Contract Year. For purposes of clarity, if Customer has a TVC and elects for a Second Optional Extended Term and (a) Customer terminates this Agreement during the Second Optional Extended Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an amount equal to fifty percent (50%) of the difference between the AVC and Customer's Total Service Charges during the Second Optional Extended Term. Company agrees to waive the above termination charges to the extent such termination is pursuant to Section 22 (Force Majeure). Notwithstanding the foregoing, Customer will not incur any early termination charges if Customer migrates all of the Services hereunder to another provider due to a Technological Change (as defined in Section 6 of Attachment A). The foregoing termination charges are in lieu of (and not in addition to) the Underutilization Charges. Notwithstanding anything to the contrary in above, if, at any time before the end of the second Contract Year, Customer's Total Service Charges exceed the TVC and Customer is not in breach of its obligations under the Agreement, then Customer may, at its sole option: either (a) elect to continue this Agreement in full force and effect for the remainder of the second Contract Year under the existing terms and conditions of this Agreement, and subject to a volume commitment to be achieved in the number of months remaining in the second Contract Year (“Early Termination Month(s)”) equal to the product of $375,000.00 and said number of months remaining in the second Contract Year (“Early Termination Volume Commitment”); or (b) no later than thirty (30) days following the end of the month in which Customer satisfies the TVC and its other obligations under the Agreement, Customer shall give Company written notice to terminate this Agreement and such termination will be without any early termination charges under Section 6 (other than for unpaid usage and other undisputed charges incurred through the date of such termination) and such termination notice will be effective thirty (30) days after received by Company. If Customer elects to terminate the Agreement, pursuant to (b) above, the Ramp Down Period will begin upon such termination.. Payment Arrangements: Customer agrees to pay Company for all Services on the latter of the following due dates: (a) within (30) days of the date that Customer receives the invoice or (b) the invoice due date (“Payment Due Date”). In connection with the foregoing, Company will issue invoices to Customer pursuant to Company’s standard invoicing procedures and timeframes. Such procedures may include billing in advance for access charges and billing after the provision of services, but in no event shall Company bill Customer more than one (1) month in advance without prior written notice to Customer. All payments must be made in U.S. Dollars. Payments must be made at the address designated on the invoice or other such place as Company may designate. Amounts not paid on the Payment Due Date shall be considered past due, and Customer agrees to pay a late payment charge equal to one-half percent (0.5%) per month, compounded as applied against the past due amounts. Company will provide Customer with written notice and an opportunity to pay the undisputed past due amounts without application of any late payment charges. Failure to remit payment on the Payment Due Date may result, upon prior written notification to Customer, in interruption or cancellation of Services under this Agreement. Customer shall be liable for the payment of all fees and expenses, including attorney’s fees, reasonably incurred in collecting, or attempting to collect, any charges owed hereunder. Qualifying Conditions: In order to be eligible to receive Company service under this option, the Customer must satisfy the following requirements at the time of option enrollment: Customer must be an existing customer of the Company. Customer must have Option 1 T1 access loops installed at all of their current locations. Customer must have legacy Company Option 1 Frame Relay ports and PVCs at all of their current locations. Customer must have 800 sites of Option 1 data and Option 2/3 voice. OPTION NO. 163514 Initial 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”): $1,250,000.00 in Total Service Charges

Early Termination Charges. If: If (a) the Customer terminates this the Agreement during before the end of the Initial Term for reasons other than Cause or pursuant to certain section of the Agreement; or (b) the Company terminates the Agreement before the end of the Initial Term for Cause, then the Customer will pay, in accordance with the Agreement’s payment terms: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 50% of the unsatisfied TVC remaining at the time of termination (“MSA Termination Charges”), (iii) a pro rata portion (prorated over the Initial Term) of any credits received by the Customer during the Initial Term) excluding achievement, usage, billing adjustment (including without limitation corrections of billing errors, issuance of refunds and implementation of waivers) and SLA credits. If (a) Customer terminates the Agreement before the end of the Renewal Period for reasons other than Cause; or (b) Company terminates this the Agreement before the end of a Renewal Period for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” Agreement, then Customer will pay, within thirty 30 (30thirty) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to either (1) fifty percent (50%) of the difference between unsatisfied Renewal Period Minimum remaining in the AVC Renewal Period at the time of termination plus (iii) a pro rata portion (pro rated over the Renewal Period) of any credits received by Customer during such Renewal Period excluding achievement, usage, billing adjustment (including without limitation corrections of billing errors, issuance of refunds and implementation of waivers) and SLA credits. Credits: One-Time Credits: The Customer will receive two credits each equal to $350,000 applied against the Customer’s interstate and international Total Service Charges. The Customer will receive 2 checkbook Promotion Credits with each credit being equal to $50,000. The Customer acknowledges that posting of these credits will satisfy the Company’s obligations under the Checkbook Promotion provision. Usage Credit: Customer will receive two credits equal of $75,000 which will be applied against Customer’s Total Service Services Charges or any Non- Regulated Non-Recurring costs incurred for the current Contract Year plus fifty percent (50%) Services. Usage Credit: Customer will receive two credits equal of the AVC for any applicable Extended Term for $75,000 which Customer has previously opted or (2) if Customer has a TVC, fifty percent (50%) of the difference between the TVC and will be applied against Customer’s Total Service Services Charges during the first and second Contract Yearor any Non- Regulated Non-Recurring costs incurred for Services. For purposes of clarity, if Customer has a TVC and elects for a Second Optional Extended Term and (a) Customer terminates this Agreement during the Second Optional Extended Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Usage Credit: Customer will pay, within thirty (30) days after such terminationreceive a credit equal of $52,188 which will be applied against Customer’s International Outbound and Inbound Long Distance Voice Total Services Charges. International Access Installation Credit: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an amount equal Customer will receive a one-time International Access Installation Credit of $200,000 to fifty percent (50%) of the difference between the AVC and Customer's be applied against Customer Total Service Charges during the Second Optional Extended Term. Company agrees to waive the above termination charges to the extent such termination is pursuant to Section 22 (Force Majeure). Notwithstanding the foregoing, Customer will not incur any early termination charges if Customer migrates all of the Services hereunder to another provider due to a Technological Change (as defined in Section 6 of Attachment A). The foregoing termination charges are in lieu of (and not in addition to) the Underutilization Charges. Notwithstanding anything to the contrary in above, if, at any time before the end of the second Contract Year, Customer's Total Service Charges exceed the TVC and Customer is not in breach of its obligations under the Agreement, then Customer may, at its sole option: either (a) elect to continue this Agreement in full force and effect for the remainder of the second Contract Year under the existing terms and conditions of this Agreement, and subject to a volume commitment to be achieved in the number of months remaining in the second Contract Year (“Early Termination Month(s)”) equal to the product of $375,000.00 and said number of months remaining in the second Contract Year (“Early Termination Volume Commitment”); or (b) no later than thirty (30) days following the end of the month in which Customer satisfies the TVC and its other obligations under the Agreement, Customer shall give Company written notice to terminate this Agreement and such termination will be without any early termination charges under Section 6 (other than for unpaid usage and other undisputed charges incurred through the date of such termination) and such termination notice will be effective thirty (30) days after received by Company. If Customer elects to terminate the Agreement, pursuant to (b) above, the Ramp Down Period will begin upon such termination.

Early Termination Charges. If: If (a) Customer terminates this Master Agreement during the Term or any Service Order for reasons other than Cause for Cause; or (b) Company NoaNet terminates this Master Agreement for Cause or any Service Order pursuant to the Sections entitled “Termination for Cause” 14 or “Termination by Company,” 15, then Customer will pay, within thirty (30) days after such terminationtermination the following with respect to the terminated Service Order or with respect to all Service Orders if the Master Service Agreement is terminated: (i) all accrued but unpaid charges incurred through the date of such termination, as well as NoaNet’s fees for the balance of the month in which the termination is effective, plus (ii) an amount equal to either (1) fifty percent (50%) of the difference between the AVC and Customer’s Total Service Charges for the current Contract Year plus fifty percent (50%) of the AVC for any applicable Extended Term for which Customer has previously opted or (2) if Customer has a TVC, fifty percent (50%) of the difference between the TVC and Customer’s Total Service Charges during the first and second Contract Year. For purposes of clarity, if Customer has a TVC and elects for a Second Optional Extended Term and (a) Customer terminates this Agreement during the Second Optional Extended Term for reasons other than Cause or (b) Company terminates this Agreement for Cause pursuant to the Sections entitled “Termination for Cause” or “Termination by Company,” then Customer will pay, within thirty (30) days after such termination: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an amount equal to fifty percent (50%) of the difference between remaining “MRC” for the AVC then current term, plus (iii) a pro rata portion of any and all service credits received by Customer's Total . In the event of termination by either Party (except for termination by Customer for Cause), Customer shall not be entitled to reimbursement of fees already paid to NoaNet. [If Customer terminates a Service Charges during Order and enters into a new Service Order within ninety days of such termination, then payment of the Second Optional Extended Term. Company agrees amounts set forth above will be offset against the MRCs to waive be charged over the above termination charges term of the new Service Order ] If Customer desires to cancel a Service Order prior to the extent such termination is pursuant to Section 22 (Force Majeure). Notwithstanding the foregoing, Firm Order Confirmation NoaNet notifying Customer will not incur any early termination charges if Customer migrates all of that the Services hereunder to another provider due to are available for Customer’s use, the following conditions apply, (I) where a Technological Change (as defined in Section 6 of Attachment A). The foregoing termination charges are in lieu of (and not in addition to) Service Order is canceled by the Underutilization Charges. Notwithstanding anything customer prior to the contrary in abovestart of any design work or installation of facilities, ifno charge applies, at any time before (II) when a service that requires design work is canceled after the end of the second Contract Yeardesign work has begun, Customer's Total Service Charges exceed the TVC and Customer is not in breach of its obligations under the Agreement, then Customer may, at its sole option: either (a) elect to continue this Agreement in full force and effect for the remainder of the second Contract Year under the existing terms and conditions of this Agreement, and subject to a volume commitment to be achieved in the number of months remaining in the second Contract Year (“Early Termination Month(s)”) NoaNet may collect charges equal to the product of $375,000.00 cost incurred for the design work time and said number of months remaining in the second Contract Year (“Early Termination Volume Commitment”); or (b) no later than thirty (30) days following the end materials to date of the month in which Customer satisfies termination (for NoaNet employees that do such work, the TVC and its other obligations under the Agreement, Customer shall give Company written notice to terminate this Agreement and such termination charges will be without any early termination calculated at NoaNet’s standard rates for such work), and (III) if cancellation is requested after installation work has begun, NoaNet may collect charges under Section 6 equal to the cost incurred for the installation work based on a time and materials basis (other than for unpaid usage and other undisputed NoaNet employees that do such work, the charges incurred through the date of such termination) and such termination notice will be effective thirty (30) days after received by Company. If Customer elects to terminate the Agreement, pursuant to (b) above, the Ramp Down Period will begin upon calculated at NoaNet’s standard rates for such terminationwork).