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COMMUNICATIONS Terms and Conditions to the Agreement Terminated Term (the "ETF"). In addition, Customer will pay TPx as part of the ETF: (1) the non -recurring charges for the terminated Services, even if those charges had been initially waived; (2) any promotional credits provided to Customer; and (3) if some or all of the terminated Services were provided by a third party, an amount equal to any charge from the third party that TPx becomes obligated to pay as a result of the termination, including any charges TPx may incur from third party providers of any underlying services as a result of the early termination of the Agreement or any Service. For end user -oriented services (e.g., work stations/endpoints, end user subscriptions/licenses), Customer may downsize the quantity of such services by no more than ten percent (10%) below the greater of (i) the quantity of end -user -oriented services for which Customer contracted at the commencement of this Agreement, or (ii) the quantity of end -user -oriented services provided to Customer in any one of the then -preceding three (3) months without incurring an ETF. The ETF is due and payable immediately on the effective date of termination, and is in addition to any monthly recurring charges, usage charges and other charges due as of effective date of termination and any liability of Customer for breach of the Agreement. Customer agrees that each of the above termination charges is a reasonable amount to compensate TPx for lost monthly recurring charges and usage charges following termination because, among other reasons, it would be difficult or impossible to calculate the exact amount of such damages suffered by TPx if Customer terminates the Agreement or any orders for Services. (d) Effective Date of Termination by Customer. If Customer terminates the Agreement or any Services provided to it for any reason other than TPx's material breach, Customer will provide TPx with written notice to retention(a)tpx.com ninety (90) days in advance, and the effective date of the termination will be the end of that ninety (90) day notice period for purposes of determining the remaining time over which the termination charge will be calculated. If Customer does not give TPx that notice, then the effective date of termination will be the date TPx terminates the Agreement. For partial months, remaining monthly recurring charges will be determined on a prorated basis based on the number of days in such month during which Services were to be provided. (e) Move Charge. If Customer requests that TPx move the Services from Customer's current service location to a different service location, Customer may incur a non -recurring charge ("Move Charge"). The Move Charge may include (1) a termination charge which, as a result of Customer's termination, TPx becomes obligated to pay to a third party provider of the underlying facilities, and (ii) installation charge at the new service location. Also, a new Term may apply to any Services moved to a new service location. (f) Delinquent Account. In addition to any other recoveries TPx is entitled to receive, TPx will be entitled to recover from Customer for payment delinquencies all of the costs TPx incurs (including court costs and reasonable attorneys' fees) to collect any delinquent charges owed by Customer along with all other damages TPx incurs as a result of Customer's breach or other termination of the Agreement, including termination charges, past due recurring and usage charges, any damage to TPx's equipment, any promotional credits provided to Customer and any amounts TPx has to pay to third parties because of violations by Customer of TPx's AUP. (g) Notwithstanding the foregoing, Customer may terminate the applicable Agreement without any further obligation with respect to Services (but subject to Customer's obligation to pay amounts owing for equipment purchased from TPx under an installment payment option pursuant to the terms of an Equipment Addendum, without offset or recoupment) if the Services TPx provides thereunder are not provided substantially in accordance with the requirements of such Agreement during the first ninety (90) days the Services are available for Customer's use. If Customer elects to terminate the Agreement pursuant to this Section 4(g), TPx will reimburse Customer for the reasonable costs Customer incurred to re-establish service with another service provider not to exceed the amount that Customer paid to TPx for installation of the Services. This Section 4(g) only applies if: (i) the cause of the Service deficiency was within TPx's reasonable control; (ii) Customer ordered at least the amount of Services that TPx recommended to meet Customer's traffic volumes; (iii) Customer gives TPx written notice of the deficiency within the first ninety (90) days after TPx notified Customer the Services are available for Customer's use, and (iv) TPx fails to correct the Service deficiency within fifteen (15) days after receiving written notice from Customer of the deficiency. 000120 VV91971328-9742-EAEE-4663-DBAC