Master Services Agreement - Exodus Communications Inc. and Eliance Corp.


                           EXODUS COMMUNICATIONS, INC.                            MASTER SERVICES AGREEMENTTHIS MASTER SERVICES AGREEMENT (the "Agreement") between Exodus Communications,Inc. ("Exodus") and Eliance Corporation ("Customer") is made effective as ofdate indicated below the Customer signature on the initial Order Form submittedby Customer and accepted by Exodus.1. OVERVIEW.      1.1 General. This agreement states the terms and conditions by whichExodus will deliver and Customer will receive any or all of the servicesprovided by Exodus, including facilities, bandwidth, managed services andprofessional services. If Customer purchases any equipment from Exodus (asindicated in the Order Form(s) described below), the terms and conditions bywhich Customer purchases and Exodus sells such equipment are stated in AddendumA attached hereto. Only this Section 1.1 and Addendum A shall apply to thepurchase and sale of equipment. The specific services and/or products to beprovided hereunder are identified in the Order Form(s) submitted by Customer andaccepted by Exodus and described in detail in the Specification Sheets andStatements of Work attached to each Order Form. Each Order Form (with theattached Specification Sheet(s) and Statement(s) of Work) submitted, acceptedand executed by both parties is hereby incorporated by reference into thisAgreement. This Agreement is intended to cover any and all Services ordered byCustomer and provided by Exodus. In the event that any terms set forth hereinapply specifically to a service not ordered by Customer, such terms shall notapply to Customer.      1.2 Definitions.            (a) "Customer Area" means that portion(s) of the Internet DataCenter(s) made available to Customer for the placement of Customer Equipmentand/or Exodus Supplied Equipment and use of the Service(s).            (b) "Customer Equipment" means the Customer's computer hardware, notincluding stored data, and other tangible equipment placed by Customer in theCustomer Area. The Customer Equipment shall be identified on Exodus' standardcustomer equipment list completed and delivered by Customer to Exodus, asamended in writing from time to time by Customer.            (c) "Customer Registration Form" means the list that contains thenames and contact information (e.g. pager, email and telephone numbers) ofCustomer and the individuals authorized by Customer to enter the Internet DataCenter(s) and Customer Area, as delivered by Customer to Exodus and amended inwriting from time to time by Customer.            (d) "Customer Technology" means Customer's proprietary technology,including Customer's Internet operations design, contents, software tools,hardware designs, algorithms, software (in source and object forms), userinterface designs, architecture, class libraries, objects and documentation(both printed and electronic), know-how, trade secrets and any relatedintellectual property rights throughout the world (whether owned by Customer orlicensed to Customer from a third party) and also including any derivatives,improvements, enhancements or extensions of Customer Technology conceived,reduced to practice, or developed during the term of this Agreement by Customer.            (e) "Exodus Supplied Equipment" means the computer hardware,software and other tangible equipment and intangible computer code containedtherein to be provided by Exodus for use by Customer as set forth on the OrderForm(s).            (f) "Exodus Technology" means Exodus' proprietary technology,including Exodus Services, software tools, hardware designs, algorithms,software (in source and object forms), user interface designs, architecture,class libraries, objects and documentation (both printed and electronic),network designs, know-how, trade secrets and any related intellectual propertyrights throughout the world (whether owned by Exodus or licensed to Exodus froma third party) and also including any derivatives, improvements, enhancements orextensions of Exodus Technology conceived, reduced to practice, or developedduring the term of this Agreement by either party that are not uniquelyapplicable to Customer or that have general applicability in the art.            (g) "Initial Term" means the minimum term for which Exodus willprovide the Service(s) to Customer, as indicated on the Order Form(s). Except asotherwise expressly provided in this Agreement, Exodus is obligated to provideand Customer is obligated to pay for each Service through its Initial Term andany Renewal Term.            (h) "Internet Data Center(s)" means any of the facilities used byExodus to provide the Service(s).            (i) "Professional Services" means any non-standard professional orconsulting service provided by Exodus to Customer as more fully described in aStatement of Work.            (j) "Renewal Term" means any service term following the InitialTerm, as specified in Section 2.2.            (k) "Representatives" mean the individuals identified in writing onthe Customer Registration Form and authorized by Customer to enter the InternetData Center(s) and the Customer Area.            (l) "Rules and Regulations" means the Exodus general rules andregulations governing Customer's use of Services, including, but not limited to,online conduct, and the obligations of Customer and its Representatives in theInternet Data Centers.            (m) "Service(s)" means the specific service(s) provided by Exodus asdescribed on the Order Form(s).            (n) "Service Commencement Date" means the date Exodus will beginproviding the Service(s) to Customer, as indicated in a Notice of ServiceCommencement delivered by Exodus to Customer.            (o) "Service Level Warranty" is described and defined in Section 5.2below.            (p) "Specification Sheet" means the detailed description for eachService, other than Professional Services, ordered by Customer that is attachedto an Order Form(s).            (q) "Statement of Work" means the detailed description(s) of theProfessional Services attached to (an) Order Form(s).            (r) "Work" means any tangible deliverable provided by Exodus toCustomer as described in the Statement of Work for any Professional Service.                                                                          Page 12. DELIVERY OF SERVICES; TERMS; FEES.      2.1 Delivery of Service            (a) General. By submitting an Order Form, Customer agrees to takeand pay for, and, by accepting the Order Form, Exodus agrees to provide, theService(s) during the Initial Term and for any Renewal Term, as specified inparagraph 2.2(b) below.            (b) Delivery of Supplemental Services. The purpose of this provisionis to enable Exodus to provide Customer with certain limited services andequipment needed by Customer on a "one-off" or emergency basis ("SupplementalServices") where such services are not included within the scope of the Servicesas described in the Specification Sheets and/or Statement of Work. SupplementalService may include, as an example, a request from Customer to Exodus viatelephone that Exodus immediately replace a problem Customer server with anExodus server for a temporary period of time. Exodus shall notify Customer ofthe fees for any Supplemental Services requested by Customer and obtainCustomer's approval prior to providing such services. In the event Exodusreasonably determines that Supplemental Services are required on an emergencybasis, Exodus may provide such services without the consent of Customer,thereafter provide notice of the services to Customer and bill Customer areasonable fee for such services. Customer agrees to pay Exodus the fees chargedby Exodus for Supplemental Services. Customer will be charged for SupplementalServices in the invoice issued the month following delivery of the services.Exodus will use commercially reasonable efforts to provide SupplementalServices, provided that Exodus has no obligation to determine the need for orprovide Supplemental Services. All Supplemental Services provided pursuant tothis paragraph 2.1(b) are provided on an "as-is" basis and exclude warranties ofany kind, whether express or implied.      2.2 Term            (a) Term Commencement. The term for each Service will commence onthe Service Commencement Data indicated in the Notice of Service Commencementdelivered by Exodus to Customer when Exodus begins providing each Service toCustomer.            (b) Renewal Term(s). Each Service will continue automatically foradditional terms equal to the Initial Term ("Renewal Term") unless Customernotifies Exodus in writing at least thirty (30) days prior to the end of theInitial Term or a Renewal Term, as applicable, that it has elected to terminatesuch Service, in which case such Service shall terminate at the end of suchterm. The termination of any Service will not affect Customer's obligations topay for other Service(s). Notwithstanding the foregoing, Exodus may change orincrease the prices it charges Customer for any Service at any time after theInitial Term effective thirty (30) days after providing notice to customer. Thisparagraph 2.2(b) does not apply to Exodus Supplied Equipment which is onlyprovided for the Initial Term.3. FEES AND PAYMENT TERMS.      3.1 Fees and Expenses. Customer will pay all fees due according to theprices and terms listed in the Order Form(s). The prices listed in the OrderForm(s) will remain in effect during the Initial Term indicated in the OrderForm(s) and will continue thereafter, unless modified in accordance with Section2.2. Customer also agrees to reimburse Exodus for actual out-of-pocketreasonable expenses incurred in providing Professional Services to Customer.      3.2 Payment Terms. On the Service Commencement Date for each Service,Customer will be billed an amount equal to all non-recurring charges indicatedin the Order Form and the monthly recurring charges for the first month of theterm. Monthly recurring charges for all other months will be billed in advanceof the provision of Services. All other charges for Services received andexpenses incurred for Professional Services during a month (e.g., bandwidthusage fees, travel expenses) will be billed at the end of the month in which theServices were provided. Payment for all fees is due upon receipt of each Exodusinvoice. All payments will be made in the United States in U.S. dollars.      3.3 Late Payments. Any payment not received within thirty (30) days of theinvoice date will accrue interest at a rate of one and one-half percent (1 1/2%)per month, or the highest rate allowed by applicable law, whichever is lower. IfCustomer is delinquent in its payments, Exodus may, upon written notice toCustomer, modify the payment terms to require full payment before the provisionof all Services and Exodus Supplied Equipment or require other assurances tosecure Customer's payment obligations hereunder.      3.4 Taxes. All fees charged by Exodus for Services are exclusive of alltaxes and similar fees now in force or [ILLEGIBLE] in the future imposed on thetransaction and/or the delivery of Services, all of which Customer will beresponsible for and will pay in full, except for taxes based on Exodus' netincome.4. CONFIDENTIAL, INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS      4.1 Confidential Information.            (a) Nondisclosure of Confidential Information. Each partyacknowledges that it will have access to certain confidential information of theother party concerning the other party's business, plans, customers, technology,and products, and other information held in confidence by the other party("Confidential Information"). Confidential Information will include allinformation in tangible or intangible form that is marked or designated asconfidential or that, under the circumstances of its disclosure, should beconsidered confidential. Confidential information will also include, but not belimited to, Exodus Technology, Customer Technology, and the terms and conditionsof this Agreement. Each party agrees that it will not use in any way, for itsown account or the account of any third party, except as expressly permitted by,or required to achieve the purposes of, this Agreement, nor disclose to anythird party (except as required by law or to [ILLEGIBLE] party's attorneys,accountants and other advisors as reasonably necessary), any of the otherparty's Confidential Information and will take reasonable precautions to protectthe confidentiality of such information, at least as stringent as it takes toprotect its own Confidential Information.            (b) Exceptions. Information will not be deemed ConfidentialInformation hereunder if such information: (i) is known to the receiving partyprior to receipt from the disclosing party directly or indirectly from a sourceother than one having an obligation of confidentiality to the disclosing party;(ii) becomes known (independently of disclosure by the disclosing party) to thereceiving party directly or indirectly from a source other than one having anobligation or confidentiality to the disclosing party; (iii) becomes publiclyknown or otherwise ceases to be secret or confidential, except through a breachof this Agreement by the receiving party; or (iv) is independently developed bythe receiving party. The receiving party may disclose Confidential Informationpursuant to the requirements of a governmental agency or by operation of law,provided that it gives                                                                          Page 2the disclosing party reasonable prior written notice sufficient to permit thedisclosing party to contest such disclosure.      4.2 Intellectual Property.            (a) Ownership. Except for the rights expressly granted herein andthe assignment expressly made in paragraph 4.4(a), this Agreement does nottransfer from Exodus to Customer any Exodus Technology. and all right, title andinterest in and to Exodus Technology will remain solely with Exodus. Except forthe rights expressly granted herein, this Agreement does not transfer fromCustomer to Exodus any Customer Technology, and all right, title and interest inand to Customer Technology will remain solely with Customer. Exodus and Customereach agrees that it will not, directly or indirectly, reverse engineer,decompile, disassemble or otherwise attempt to derive source code or other tradesecrets from the other party.            (b) General Skills and Knowledge. Notwithstanding anything to thecontrary in this Agreement, Exxodus will not be prohibited or enjoined at anytime by Customer from utilizing any skills or knowledge of a general natureacquired during the course of providing the Services, including, withoutlimitation, information publicly known or available or that could reasonably beacquired in similar work performed for another customer of Exodus.      4.3 Licensed Grants.      (a) By Exodus. Exodus hereby grants to Client a nonexclusive, royalty-freelicense, during the term of this Agreement, to use the Exodus Technology solelyfor purposes of using the Services(s). Customer shall have no right to use theExodus Technology for any purpose other than using the Service(s).      (b) By Customer. Customer agrees that if, in the course of performing theService(s), it is necessary for Exodus to access Customer Equipment and useCustomer Technology, Exodus is hereby granted and shall have a nonexclusive,royalty-free license, during the term of this Agreement, to use the CustomerTechnology solely for the purposes of delivering the Service(s) to Customer.Exodus shall have no right to use the Customer Technology for any purpose otherthan providing the Service(s).      4.4 Professional Services; Assignments and License.            (a) Assignment of Work. Effective at the time Exodus receives fulland final payment for the Professional Service, Exodus assigns to Customer allright, title and interest, including all intellectual property rights, in theWork, provided, however, that such assignment does not include the ExodusTechnology.            (b) License Grant. Commencing at the time Exodus receives full andfinal payment for the Work, Exodus grants to Customer a non-exclusive,non-transferable, royalty fee, perpetual license to use the Exodus Technologyincorporated into the Work solely in connection with the use of the Work as awhole. To the extent that Customer or its employees or contractors participatein the creation or development of Exodus Technology, Customer, on behalf ofitself and its employees and contractors, hereby assigns to Exodus all right,title and interest, including all intellectual property rights in, the ExodusTechnology.5. EXODUS REPRESENTATIONS AND WARRANTIES.      5.1 General.            (a) Authority and Performance of Exodus. Exodus represents andwarrants that (i) it has the legal right to enter into this Agreement andperform its obligations hereunder, and (ii) the performance of its obligationsand delivery of the Services to Customer will not violate any applicable U.S.laws or regulations, including OSHA requirements, or cause a breach of anyagreements with any third parties. In the event of a breach of the warrantiesset forth in this paragraph 5.1(a), Customer's sole remedy is terminationpursuant to Section 10 of the Agreement.            (b) Year 2000 Performance Compliance. Exodus warrants that none ofthe computer hardware and software systems and equipment incorporated into orutilized in the delivery of the Services contains any date dependent routlinesor logic which will fail to operate correctly after December 31, 1999, byreason of such date dependence; provided, however, that no representationor warranty is made as to the adequacy of any Customer or third party serviceprovider hardware or software used in connection with the Services. In the eventof any breach of the warranties under this paragraph 5.1(b), Customer's soleremedy is termination pursuant to Section 10 of the Agreement.      5.2 Service Level Warranty. In the event that Customer experiences any ofthe service performance issues defined in this Section 5.2 as a result ofExodus' failure to provide bandwidth or facility services, Exodus will, uponCustomer's request in accordance with paragraph 5.2(d) below, credit Customer'saccount as described below (the "Service Level Warranty"). The Service LevelWarranty shall not apply to any services other than bandwidth and facilityservices, and, shall not apply to performance issues (i) caused by factorsoutside of Exodus' reasonable control; (ii) that resulted from any actions orinactions of Customer or any third parties; or (ii) that resulted fromCustomer's equipment and/or third party equipment (not within the sole controlof Exodus).            (a) Service Warranty Definitions. For purposes of this Agreement,the following definitions shall apply only to the Services (not includingProfessional Services).                  (i)"Downtime" shall mean sustained packet loss in excess offifty percent (50%) within Exodus' U.S. network for fifteen (15) consecutiveminutes due to the failure of Exodus to provide Service(s) for such period.Downtime shall not include any packet loss or network unavailability duringExodus' scheduled maintenance of the Internet Data Centers, network andService(s), as described in the Rules and Regulations.                  (ii) "Excess Latency" shall mean transmission latency inexcess of one hundred twenty (120) milliseconds round trip time between any twopoints within Exodus' U.S. network.                  (iii) "Excess Packet Loss" shall mean packet loss in excess ofone percent (1%) between any two points within Exodus' U.S. network.                  (iv) "Performance Problem" shall mean Excess Packet Lossand/or Excess Latency.                  (v) "Service Credit" shall mean an amount equal to thepro-rata monthly recurring connectivity charges (i.e., all monthly recurringbandwidth-related charges) for one (1) day of Service.            (b) Downtime Periods. In the event Customer experiences Downtime,Customer shall be eligible to receive from Exodus a Service Credit for eachDowntime period. Examples: If Customer experiences one Downtime period, it shallbe eligible to receive one Service Credit. If Customer experiences two Downtimeperiods, either from a single event or multiple events, it shall be eligible toreceive two Service Credits.                                                                          Page 3            (c) Performance Problem; Packet Loss and Latency. In the event thatExodus discovers or is notified by Customer that Customer is experiencing aPerformance Problem, Exodus will take all actions necessary to determine thesource of the Performance Problem.                  (i) Time to Discover Source of Performance Problem;Notification of Customer. Within two (2) hours of discovering or receivingnotice of the Performance Problem, Exodus will determine whether the source ofthe Performance Problem is limited to the Customer Equipment and the Exodusequipment connecting the Customer Equipment to the Exodus LAN. If Exodusdetermines that the Customer Equipment and Exodus connection are not the sourceof the Performance Problem, Exodus will determine the source of the PerformanceProblem within an additional two (2) hour period. In any event, Exodus willnotify Customer of the source of the Performance Problem within sixty (60)minutes of identifying the source.                  (ii) Remedy of Packet Loss and Latency. If the source of thePerformance Problem is within the sole control of Exodus, Exodus will remedy thePerformance Problem within two (2) hours of determining the source of thePerformance Problem. If the source of and remedy to the Performance Problemreside outside of the Exodus LAN or WAN, Exodus will use commercially reasonableefforts to notify the party(ies) responsible for the source of the PerformanceProblem and cooperate with it (them) to resolve such problem as soon aspossible.                  (iii) Failure to Determine Source and/or Remedy. In the eventthat Exodus (A) is unable to determine the source of the Performance Problemwithin the time periods described in subsection (i) above and/or; (B) Exodus isthe sole source of the Performance Problem and is unable to remedy suchPerformance Problem within the time period described in subsection (ii) above,Exodus will deliver a Service Credit to Customer for each two (2) hour period inexcess of the time periods for identification and resolution described above.            (d) Customer Must Request Service Credit. In order to receive any ofthe Service Credits described in this Section 5.2, Customer musty notify Exoduswithin seven (7) days from the time Customer becomes eligible to receive aService Credit. Failure to comply with this requirement will forfeit Customer'sright to receive a Service Credit.            (e) Remedies Shall Not Be Cumulative: Maximum Service Credit. Theaggregate maximum number of Service Credits to be issued by Exodus to Customerfor any and all Downtime periods and Performance Problems that occur in a singlecalendar month shall not exceed seven (7) Service Credits. A Service Creditshall be issued in the Exodus invoice in the month following the Downtime orPerformance Problem, unless the Service Credit is due in Customer's final monthof Service. In such case, a refund for the dollar value of the Service Creditwill be mailed to Customer. Customer shall also be eligible to receive apro-rata refund for (i) Downtime periods and Performance Problems for whichCustomer does not receive a Service Credit and(ii) any Services Exodus does notdeliver to Customer for which Customer has paid.            (f) Termination Option for Chronic Problems. Customer may terminatethis Agreement for cause and without penalty by notifying Exodus within five (5)days following the end of a calendar month in the event either of the followingoccurs; (i) Customer experiences more than fifteen (15) Downtime periodsresulting from three (3) or more non-consecutive Downtime events during thecalendar month; or (ii) Customer experiences more than eight (8) consecutivehours of Downtime due to any single event. Such termination will be effectiveten (10) days after receipt of such notice by Exodus.            (g) THE SERVICE LEVEL WARRANTY SET FORTH IN THIS SECTION 5.2 SHALLONLY APPLY TO THE BANDWIDTH AND FACILITIES SERVICE(S) PROVIDED BY EXODUS AND,DOES NOT APPLY TO (I) ANY PROFESSIONAL SERVICES; (II) ANY SUPPLEMENTAL SERVICES;AND (III) ANY SERVICE(S) THAT EXPRESSLY EXCLUDE THIS SERVICE LEVEL WARRANTY (ASSTATED IN THE SPECIFICATION SHEETS FOR SUCH SERVICES). THIS SECTION 5.2 STATESCUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR AND FAILURE BY EXODUS TO PROVIDESERVICE(S).      5.3 Service Performance Warranty. Exodus warrants that it will perform theServices in a manner consistent with industry standards reasonably applicable tothe performance thereof      5.4 Selection of Exodus Supplied Equipment; Manufacturer Warranty.Customer acknowledges that is has [ILLEGIBLE] the Exodus Supplied Equipment anddisclaims any statements made by Exodus. Except with respect to any expresswarranties for Service(s) related to Exodus Supplied Equipment, Customeracknowledges and agrees that its use and possession of the Exodus SuppliedEquipment by Customer shall be subject to and controlled by the terms of anymanufacturer's or, if appropriate, supplier's warranty, and Customer agrees tolook solely to the manufacturer or, if appropriate, supplier with respect to allmechanical, service and other claims, and the right to enforce all warrantiesmade by said manufacturer are hereby to the extent Exodus has the right,assigned to Customer solely for the Initial Term.      5.5 No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THISSECTION 5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OFTHE SERVICES IS AT ITS OWN RISK. EXODUS DOES NOT MAKE, AND HEREBY DISCLIAMS, ANYAND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENTAND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADEPRACTICE. EXODUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPPTED,ERROR-FREE, OR COMPLETELY SECURE.      5.6 Disclaimar of Actions Caused by and/or Under the Control of ThirdParties. EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS'NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ONTHE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ATTIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPTCUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH EXODUSWILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMSAPPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, EXODUS CANNOT GUARANTEE THAT SUCHEVENTS WILL NOT OCCUR. ACCORDINGLY, EXODUS DISCLAIMS ANY AND ALL LIABILITYRESULTING FROM OR RELATED TO SUCH EVENTS6. CUSTOMER OBLIGATIONS.      6.1 Warranties of Customer.            (a) General. Customer represents and warrants that (i) it has thelegal right and authority, and will continue to own or maintain the legal rightand authority, during the term of this Agreement, to place and use any CustomerEquipment as contemplated under this Agreement; (ii) the performance of itsobligations and use of the Services (by Customer, its customers and users) willnot violate any applicable laws, regulations or the Rules and Regulations orcause a breach of any agreements with any third parties or unreasonablyinterfere with other Exodus customer's use of Exodus services, and (iii) allequipment, materials and other tangible items placed by Customer at InternetData.                                                                          Page 4Centers will be used in compliance with all applicable manufacturerspecifications.      (b) Breach of Warranties. In the event of any breach of any of theforegoing warranties, in addition to any other remedies available of law or inequity, Exodus will have the right, in its sole reasonable discretion to suspendimmediately any related Services if deemed reasonably necessary by Exodus toprevent any harm to Exodus and its business. Exodus will provide notice andopportunity to cure if practicable depending on the nature of the breach. Oncecured, Exodus will promptly restore the Service(s).      6.2 Compliance with Law and Rules and Regulations. Customer agrees that itwill use the Services(s) only for lawful purposes and in accordance with thisAgreement. Customer will comply at all times with all applicable laws andregulations and the Rules and Regulations, as updated by Exodus from time totime. The Rules and Regulations are incorporated herein and made a part hereofby this reference. Exodus may change the Rules and Regulations upon fifteen (15)days' notice to Customer, which notice may be provided by posting such new Rulesand Regulations at the Exodus Web site www.exodus.net. Customer agrees that ithas received, read and understands the current version of the Rules andRegulations. The Rules and Regulations contain restrictions on Customer's andCustomer's users' online conduct (including prohibitions against unsolicitedcommercial email) and contain financial penalties for violations of suchrestrictions. Customer agrees to comply with such restrictions and, in the eventof a failure to comply, Customer agrees to pay the financial penalties inaccordance with the Rules and Regulations. Customer acknowledges that Exodusexercises no control whatsoever over the content of the information (illegible)through Customer's site(s) and that it is the sole responsibility of Customer toensure that the information it and its users transmit and receive complies withall applicable laws and regulations and the Rules and Regulations.      6.3 Access and Security. Except with the advanced written consent ofExodus, Customer's access to the Internet Data Center will be limited solely tothe Representatives. Representatives may only access the Customer Area and areprohibited from accessing other areas of the Internet Data Center(s) unlessaccompanied by an authorized Exodus representative.      6.4 Restrictions on Use of Services. Customer shall not, without the priorwritten consent of Exodus (which may be withheld in its sole discretion), resellthe Services to any third parties or connect Customer Equipment directly toanything other then the Exodus network, equipment and facilities.      6.5 Relocation of Customer Equipment. In the event that it becomesnecessary to relocate the Customer Equipment to another Customer Area orInternet Data Center operated by Exodus, Customer will cooperate in good faithwith Exodus to facilitate such relocation, provided that such relocation isbased on reasonable business needs of Exodus (including the needs of otherExodus customers), the expansion of the space requirements of Customer orotherwise. Exodus shall be solely responsible for any costs and expensesincurred by Exodus in connection with any such relocation and will usecommercially reasonable efforts in cooperation with Customer, to minimize andavoid any interruption to the Services.      6.6 Exodus Supplied Equipment.            (a) Delivery and Term. On or prior to the Service Commencement Date,Exodus shall deliver to Customer, at the designated Customer Area, the ExodusSupplied Equipment. Customer shall have the right to use Exodus SuppliedEquipment for the Initial Term set forth in the Order Form and any additionalperiod agree to in writing by Exodus. Customer shall not remove any ExodusSupplied Equipment from the Customer Area(s) without the prior written consentof Exodus.            (b) Title. The Exodus Supplied Equipment shall always remain thepersonal property of Exodus. Customer shall have no right or interest in or tothe Exodus Supplied Equipment except as provided in this Agreement and theapplicable Order Form and shall hold the Exodus Supplied Equipment subject andsubordinate to the rights of Exodus. Customer agrees to (illegible) UCCfinancing statements as and when requested by Exodus and hereby appoints Exodusas its attorney-in-fact to execute such financing statements on behalf ofCustomer. Customer will, at its own expense, keep the Exodus Supplied Equipmentfree and clear from any liens or (illegible) of any kind (except any caused byExodus) and will indemnify and hold Exodus harmless from and against any loss orexpense caused by Customer's failure to do so. Customer shall give Exodusimmediate written notice of any attachment or judicial process affecting theExodus Supplied Equipment or Exodus' ownership. Customer will not remove, alteror destroy any labels on the Exodus Supplied Equipment stating that it is theproperty of Exodus and shall allow the inspection of the Exodus SuppliedEquipment at any time.            (c) Use, Maintenance and Repair. Customer will, at its own expense,keep the Exodus Supplied Equipment in good repair, appearance and condition,other than normal wear and tear, and, if not included in the Services, shallobtain, pay for and keep in effect through the Initial Term a hardware andsoftware maintenance agreement with the manufacturer or other party acceptableto Exodus. All parts furnished in connection with such repair and maintenanceshall be manufacturer authorized parts and shall immediately become componentsof Exodus Supplied Equipment and the property of Exodus. Customer shall use theExodus Supplied Equipment in compliance with the manufacturer's or supplier'ssuggested guidelines.            (d) Upgrades and Additions. Customer may affix or install anynecessary, addition upgrade, equipment or device on to the Exodus SuppliedEquipment (other then electronic data) ("Additions") provided that suchAdditions (i) can be removed without causing material damage to the ExodusSupplied Equipment (i) do not reduce the value of the Exodus Supplied Equipmentand (iii) are obtained from or approved in writing by Exodus and are not subjectto the interest of any third party other than Exodus. Any other Additions maynot be installed without Exodus' prior written consent. At the end of theInitial Term, Customer shall remove any Addition: which (i) were not provided byExodus and (ii) are readily removable without causing material damage orimpairment of the intended function, use, or value of the Exodus SuppliedEquipment, and restore (?)Exodus Supplied Equipment to its originalconfiguration. Any Additions which are not so removable, will become theproperty of Exodus (lien free).7. INSURANCE.      7.1 Exodus Minimum Levels. Exodus agrees to keep in full force and effectduring the term of this Agreement: (i) comprehensive general liability insurancein an amount not less than $2 million per occurence for bodily injury andproperty damage and (ii) workers' compensation insurance in an amount not lessthan that required by applicable law. Exodus agrees that it will ensure and besolely responsible for ensuring that its contractors and subcontractors maintaininsurance coverage at levels no less than those required by applicable(illegible) customary in Exodus' and its agents' industries.                                                                          Page 5      7.2 Customer Minimum Levels. In order to provide customers with physicalaccess to facilities operated by Exodus and equipment owned by third parties.Exodus is required by its insurers to ensure that each Exodus customer maintainsadequate insurance coverage. Customer agrees to keep in full force and effectduring the term of this Agreement: (i) comprehensive general liability insurancein an amount not less than $2 million per occurrence for bodily injury andproperty damage and (ii) workers compensation insurance in an amount not lessthan that required by applicable law. Customer agrees that it will ensure and besolely responsible for ensuring that its agents (including contractors andsubcontrators) maintain insurance coverage at levels no less than those requiredby applicable law and customary in Customer's and its agents' industries.      7.3 Certificates of Insurance; Naming Exodus as and Additional Insured.Prior to installation of any Customer Equipment in the Customer Area, Customerwill (i) deliver to Exodus certificates of Insurance which evidence the minimumlevels of insurance set forth above; and (ii) cause its insurance provider(s) to(illegible) Exodus as an additional insured and notify Exodus in writing of theeffective date thereof.8. LIMITATIONS LIABILITY.      8.1 Personal Injury. EACH REPRESENTATIVE AND ANY OTHER PERSON VISITING ANINTERNET DATA CENTER DOES SO AT ITS OWN RISK. EXODUS ASSUMES NO LIABILITYWHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN THENEGLIGENCE OR WILLFUL MISCONDUCT OF EXODUS.      8.2 Damage to Customer Equipment. EXODUS ASSUMES NO LIABILITY FOR ANYDAMAGE TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE OTHERTHAN THE NEGLIGENCE OR WILLFUL MISCONDUCT OF EXODUS. TO THE EXTENT EXODUS ISLIABLE FOR ANY DAMAGE TO, OF LOSS OF, CUSTOMER EQUIPMENT FOR ANY REASON, SUCHLIABILITY WILL BE LIMITED SOLELY TO THE THEN-CURRENT REPLACEMENT VALUE OF THECUSTOMER EQUIPMENT, EXCLUDING LOST DATA, SOFTWARE AND (ILLEGIBLE).      8.3 CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FOR A BREACH OF SECTION 4.1("CONFIDENTIAL INFORMATION") OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BELIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE,INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE,LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OFDATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OR CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.      8.4 Basis of the Bargain, Failure of Essential Purpose. The partiesacknowledge that Exodus has set its prices and entered into this Agreement inreliance upon the limitations of liability and the disclaimers of warranties anddamages set forth herein and that the same form an essential (illegible) of thebargain between the parties. The parties agree that the limitations andexclusions of liability and disclaimers specified in this Agreement will surviveand apply even if found to have failed of their essential purpose.9. INDEMNIFICATION.      9.1. Indemnification. Each party (the "Indemnifying Party") willindemnify, defend and hold the other (the Indemnified Party") harmless from andagainst any and all costs, liabilities, losses, and expenses (including, but notlimited to, reasonable attorneys' fees) (collectively, "Losses") resulting fromany (illegible) suit, action or proceeding (each, an "Action") brought by anythird party against the Indemnified Party or its affiliates alleging (i) theinfringement or misappropriation of any intellectual property right relating tothe delivery or use of the Service(s) (but excluding any infringementcontributarily caused by the Indemnified Party); (ii) personal injury caused bythe negligence or willful misconduct of the Indemnifying Party; and (iii) anyviolation of or failure to comply with the Rules and Regulations. Customer willindemnify, defend and hold Exodus and its affiliates harmless from and againstany and all Losses resulting from or arising out of any Action brought againstExodus and its affiliates alleging any damage or destruction to the CustomerArea, the Internet Data Centers, Exodus equipment or other customer equipmentcaused by customer, its Representative(s) or designees.      9.2 Notice. Each party's indemnification obligations hereunder shall besubject to (i) receiving prompt written notice of the existence of any Action;(ii) being able to, or its action, control the defense of such Action; (iii)permitting the indemnified party to participate in the defense of any Action;and (iv) receiving fail cooperation of the indemnified party in the defensetherof.10. TERMINATION.           10.1 Termination Per Cause. Either party may terminate this Agreement if:(i) the other party breaches any material term or condition of this Agreementand fails to cure such breach within thirty (30) days after receipt of writtennotice of the same, except in the case of failure to pay fees, which must becured within five (5) days after receipt of written notice from Exodus; (ii) theother party becomes the subject of a voluntary petition in bankruptcy or anyvoluntary proceeding relating to involuntary, receivership, liquidation, orcomposition for the benefit of creditors; or (iii) the other party becomes thesubject of an involuntary petition in bankruptcy or any involuntary proceedingrelating to insolvency, receivership, liquidation, or composition for thebenefit of creditors, if such petition or proceeding is not dismissed withinsixty (60) days of filing. Customer may also terminate this Agreement inaccordance with the terms set forth in paragraph 5.2 (i) ("Termination OptionFor Chronic Problems") of this Agreement.      10.2. No Liability for Termination. Neither party will be liable to theother for any termination or expiration or any Service or this Agreement inaccordance with its terms.      10.3 Effect of Termination. Upon the effective date of termination of thisAgreement:            (a) Exodus will immediately cease providing the Service(s);            (b) any and all payment obligations of Customer under this Agreementfor Service(s) provided through the date of termination will immediately becomedue;            (c) within thirty (30) days of such termination, each party willreturn all Confidential Information of the other party in its possession andwill not make or retain any copies of such Confidential Information except asrequired to comply with any applicable legal or accounting record keepingrequirement; and            (d) within five (5) days of such termination Customer shall (i)remove from the Internet Data Centers all Customer Equipment (excluding anyExodus Supplied Equipment) and any other Customer property; (ii) deliver or makeavailable all Exodus Supplied Equipment to an authorized representative ofExodus, and (iii) return the Customer                                                                          Page 6Area to Exodus in the same condition as it was on the Service Commencement Datefor the Customer Area normal wear and tear excepted. If Customer does not removethe Customer Equipment and its other property within such five-day period,Exodus will have the option to (1) move any and all such property to securestorage and charge Customer for the cost of such removal and storage, and/or(ii) liquidate the property in any reasonable manner.      10.4. Customer Equipment as Security. In the event that Customer fails topay Exodus all undisputed amounts owed Exodus under this Agreement when due,Customer Agrees that, upon delivery of thirty (30) days written notice toCustomer, Exodus may (i) restrict Customer's physical access to the CustomerArea and Equipment; and/or (ii) take possession of any Customer Equipment andstore it, at Customer's expense, until taken in full or partial satisfaction ofany lien or judgment, all without being liable to prosecution or for damages.      10.5. Survival. The following provisions will survive any expiration ortermination of the Agreement: Sections 3, 4.1, 4.2, 4.4, 5.5, 6.6(d), 8, 9, 10and 11 (excluding 11.2)11. MISCELLANEOUS PROVISIONS.      11.1 Force Majeure. Except for the obligation to make payments, neitherparty will be liable for any failure or delay in its performance under thisAgreement due to any cause beyond its reasonable control, including acts of war,acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage ordispute, governmental act or failure of the Internet (not resulting from theactions or inactions of Exodus), provided that the delayed party: (a) gives theother party prompt notice of such cause, and (b) uses its reasonable commercialefforts to promptly correct such failure or delay in performance. If Exodus isunable to provide Service(s) for a period of ten (10) consecutive days as aresult of a continuing force majeure event, Customer may cancel the Service(s).      11.2 No Lease; Agreement Subordinate to Master Lease. This Agreement is aservices agreement and is not intended to and will not constitute a lease of anyreal property. Customer acknowledges and agrees that (i) it has been grantedonly a license to occupy the Customer Area and use the Internet Data Centers andany equipment provided by Exodus in accordance with this Agreement; (ii)Customer has not been granted any real property interest in the Customer Area orInternet Data Centers; (iii) Customer has no rights as a tenant or otherwiseunder any real property or landlord/tenant laws, regulations, or ordinances;(iv) this Agreement to the extent it involves the use of space leased by Exodus,shall be subordinate to any lease between Exodus and its landlord(s); and (v)the expiration or termination of any such lease shall terminate this Agreementas to such property subject to Customer retaining any rights or claims it mayhave against Exodus arising from the expiration or termination of such lease.Customer hereby waives and releases any claims or rights to make a claim that itmay have against the landlord(s) under any lease by Exodus with respect to anyequipment or property of Customers' located in the premises demised to Exodus bysuch landlord(s).      11.3 Marketing. The parties agree that during the term of this Agreementany references regarding the other party, either in writing or orally, requiresthe written consent of the other party, prior to any uses thereof.      11.4 Governmental Regulations. Customer will not export, re-export,transfer, or make available, whether directly or indirectly, any regulated itemor information to anyone outside the U.S. in connection with this Agreementwithout first complying with all export control laws and regulations which maybe imposed by the U.S. Government and any country or organization of nationswithin whose jurisdiction Customer operates or does business.      11.5. Non-Solicitation. During the Term of this Agreement and continuingthrough the first anniversary of the termination of this Agreement, Customeragrees that it will not, and will ensure that its affiliates do not, directly orindirectly, solicit or attempt to solicit for employment any persons employed byExodus or contracted by Exodus to provide Services to Customer.      11.6 No Third Party Beneficiaries. Exodus and Customer agree that, exceptas otherwise expressly provided in this Agreement, there shall be no third partybeneficiaries to this Agreement, including but not limited to the insuranceproviders for either party or the customers of Customer.      11.7 Governing Law; Dispute Resolution. This Agreement is made under andwill be governed by and construed in accordance with the laws of the State ofCalifornia (except the body of law controlling conflicts of law) andspecifically excluding from application to this Agreement that law known as theUnited Nations Convention on the International Sale of Goods. The parties willendeavor to settle amicably by mutual discussions any disputes, differences, orclaims whatsoever related to this Agreement. Failing such amicable settlement,any controversy, claim, or dispute arising under or relating to this Agreement,including the existence, validity, interpretation, performance, termination orbreach thereof, shall finally be settled by arbitration in accordance with theArbitration Rules (and if Customer is a non-U.S. entity, the InternationalArbitration Rules, of the American Arbitration Association ("AAA"). There willbe three (3) arbitrators (the "Arbitration Tribunal"), the first of which willbe appointed by the claimant in its notice of arbitration, the second of whichwill be appointed by the respondent within thirty (30) days of the appointmentof the first arbitrator and the third of which will be jointly appointed by theparty-appointed arbitrators within thirty (30) days thereafter. The language ofthe arbitration shall be English. The Arbitration Tribunal will not have theauthority to award punitive damages to either party. Each party shall bear itsown expenses, but the parties will share equally the expenses of the ArbitrationTribunal and the AAA. This Agreement will be enforceable, and any arbitrationaward will be final, and judgment thereon may be entered in any court ofcompetent jurisdiction. The arbitration will be held in San Francisco,California, USA. Notwithstanding the foregoing, claims for preliminaryinjunctive relief, other pre-judgment remedies, and claims for Customer'sfailure to pay for Services in accordance with this Agreement may be brought ina state or federal court in the United States with jurisdiction over the subjectmatter and parties.      11.8. Severability; Waiver. In the event any provision of this Agreementis held by a tribunal of competent jurisdiction to be contrary to the law,the remaining provisions of this Agreement will remain in full force and effect.The waiver of any breach or default of this Agreement will not constitute awaiver of any subsequent breach or default, and will not act to amend or negatethe rights of the waiving party.      11.9 Assignment. Customer may assign this Agreement in whole as part of acorporate reorganization, consolidation, merger, or sale of substantially all ofits assets. Customer may not otherwise assign its rights or delegate its dutiesunder this Agreement either in whole or in part without the prior writtenconsent of Exodus, any any attempted assignment or delegation without suchconsent will be void. Exodus may assign this Agreement in whole or part. Exodusalso may delegate the performance of certain Services to third parties,including Exodus                                                                          Page 7wholly owned subsidiaries, provided Exodus controls the delivery of suchServices to Customer and remains responsible to Customer for the delivery ofsuch Services. This Agreement will bind and inure to the benefit of eachparty's successors and permitted assigns.      11.10 Notice. Any notice or communication required or permitted to begiven hereunder may be delivered by hand, deposited with an overnight courier,sent by email, confirmed facsimile, or mailed by registered or certified mail,return receipt requested, postage prepaid, in each case to the address of thereceiving party as listed on the Order Form or at such other address as mayhereafter be furnished in writing by either party to the other party. Suchnotice will be deemed to have been given as of the date it is delivered, mailed,emailed, faxed or sent, whichever is earlier.      11.11 Relationship of Parties. Exodus and Customer are independentcontractors and this Agreement will not establish any relationship ofpartnership, joint venture, employment, franchise or agency between Exodus andCustomer. Neither Exodus nor Customer will have the power to bind the other orincur obligations on the other's behalf without the other's prior writtenconsent, except as otherwise expressly provided herein.      11.12 Entire Agreement; Counterparts; Originals. This Agreement, includingall documents incorporated herein by reference, constitutes the complete andexclusive agreement between the parties with respect to the subject matterhereof, and supersedes and replaces any and all prior or contemporaneousdiscussions, negotiations, understandings and agreements, written and oral,regarding such subject matter. Any additional or different terms in any purchaseorder or other responses by Customer shall be deemed objected to by Exoduswithout need of further notice of objection, and shall be of no effect or inany way binding upon Exodus. This Agreement may be executed in two or morecounterparts, each of which will be deemed an original, but all of whichtogether shall constitute one and the same instrument. Once signed, anyreproduction of this Agreement made by reliable means (e.g., photocopy,facsimile) is considered an original. This Agreement may be changed only by awritten document signed by authorized representatives of Exodus and Customer inaccordance with this Section 11.12. For purposes of this Agreement, the term"written" means anything reduced to a tangible form by a party, including aprinted or hand written document, e-mail or other electronic format.      11.13 Interpretation of Conflicting Terms. In the event of a conflictbetween or among the terms in this Agreement, the Order Form(s), theSpecification Sheet(s), the Statement(s) of Work, and any other document made apart hereof, the documents shall control in the following order: the Order Formwith the latest date, the Statement of Work, Specification Sheets, the Agreementand other documents.                                                                          Page 8Authorized representatives of Customer and Exodus have read the foregoing andall documents incorporated therein and agree and accept such terms effective asof the date first above written.CUSTOMER                                   EXODUS COMMUNICATIONS, INCSignature: /s/ Hugh Cumming                Signature:  /s/ Sue Irvine           ---------------------------                --------------------------Print Name: HUGH CUMMING                   Print Name: Sue Irvine           ---------------------------                --------------------------Title:     CHIEF TECHNOLOGY OFFICER        Title:      Contracts Mgr.           ---------------------------                --------------------------Date:      29/10/99                        Date:       11/9/99           ---------------------------                --------------------------This Agreement incorporates the following documents:o     Order Form(s)            Specification Sheet(s)            Statement(s) Of Work (if applicable)o     Registration Formo     Addendum A - Equipment Purchase Terms and Conditions (if applicable)                                                                          Page 9                                   ADDENDUM A                     EQUIPMENT PURCHASE TERMS AND CONDITIONS      1. SHIPPING AND HANDLING. All equipment purchased by Customer (the"Equipment") is provided FOB vendor facility. Shipment will be made as specifiedby Customer and Customer is solely responsible for all expenses in connectionwith the delivery of the Equipment. The Equipment will be deemed accepted byCustomer upon shipment.      2. PURCHASE PRICE AND TAXES. Customer shall pay to Exodus the purchaseprice set forth in the applicable Order Form ("Purchase Price") for each item ofEquipment. Customer hereby grants and Exodus reserves a purchase money securityinterest in the Equipment and the proceeds thereof as a security for itsobligations hereunder until payment of the full Purchase Price to Exodus. ThePurchase Price is due and payable within thirty (30) days of shipment of theEquipment. Customer shall pay all taxes and other governmental charges assessedin connection with the sale, use or possession of the Equipment including,without limitation, any and all sales and/or use taxes and personal propertytaxes (other than taxes on Exodus' net income).      3. TITLE. Customer shall acquire title to the Equipment upon full paymentof the purchase price(s) set forth herein. Notwithstanding the foregoing, Exodusand any licensor of rights to Exodus shall retain title to and rights in theintellectual property (whether or not subject to patent or copyright) andcontent contained in the materials supplied under the terms of this Agreement.      4. SELECTION OF EQUIPMENT; MANUFACTURER WARRANTY. Customer acknowledgesthat is has selected the Equipment and disclaims any statements made by Exodus.Customer acknowledges and agrees that use and possession of the Equipment byCustomer shall be subject to and controlled by the terms of any manufacturer'sor, if appropriate, supplier's warranty, and Customer agrees to look solely tothe manufacturer or, if appropriate, supplier with respect to all mechanicalservice and other claims, and the right to enforce all warranties made by saidmanufacturer are hereby, to the extent Exodus has the right, assigned toCustomer. THE FOREGOING WARRANTY IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF ANYORAL REPRESENTATION AND ALL OTHER WARRANTIES AND DAMAGES, WHETHER EXPRESSED,IMPLIED OR STATUTORY. EXODUS HAS NOT MADE NOR DOES MAKE ANY OTHER WARRANTIES OFANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OFFITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OF NONINFRINGEMENT OFTHIRD PARTY RIGHTS AND AS TO EXODUS AND ITS ASSIGNEES, CUSTOMER PURCHASES THEEQUIPMENT "AS IS".      5. LIMITATION OF LIABILITY. Excluding gross negligence and willfulmisconduct Exodus' entire liability for any damages which may arise hereunder,for any cause whatsoever, and regardless of the form of action, whether incontract or in tort, including Exodus' negligence, or otherwise, shall belimited to the Purchase Price paid by Customer for the Equipment. EXCLUDINGGROSS NEGLIGENCE AND WILLFUL MISCONDUCT IN NO EVENT WILL EXODUS BE LIABLE FORANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OFBUSINESS OR PROSPECTIVE BUSINESS OPPORTUNITIES, PROFITS, SAVINGS, INFORMATION,USE OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF EXODUS HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.      6. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement is made under andwill be governed by and construed in accordance with the laws of the State ofCalifornia (except that body of law controlling conflicts of law) andspecifically excluding from application to this Agreement that law known as theUnited Nations Convention on the International Sale of Goods. The parties willendeavor to settle amicably by mutual discussions any disputes, differences, orclaims whatsoever related to this Agreement. Failing such amicable settlement,any controversy, claim, or dispute arising under or relating to this Agreement,including the existence, validity, interpretation, performance, termination orbreach thereof, the parties to this Agreement hereby consent to jurisdiction andvenue in the courts of the state of California and in the U.S. District Courtsin the City of San Francisco, California.      7. MISCELLANEOUS. THE ABOVE TERMS AND CONDITIONS ARE THE ONLY TERMS ANDCONDITIONS UPON WHICH EXODUS IS WILLING TO SELL THE EQUIPMENT AND SUPERSEDE ALLPREVIOUS AGREEMENTS, PROMISES OR REPRESENTATIONS, ORAL OR WRITTEN.                                                                          Page 1Authorized representatives of Customer and Exodus have read the foregoing andall documents incorporated therein and agree and accept such terms effective asof the date first above written.CUSTOMER                                   EXODUS COMMUNICATIONS, INCSignature: /s/ [ILLEGIBLE] Cumming         Signature:  /s/ Sue Irvine           ---------------------------                --------------------------Print Name: [ILLEGIBLE] CUMMING            Print Name: Sue Irvine           ---------------------------                --------------------------Title:     CHIEF TECHNOLOGY OFFICER        Title:      Contracts Mgr.           ---------------------------                --------------------------Date:      29/10/99                        Date:       11/9/99           ---------------------------                --------------------------This Agreement incorporates the following documents:o     Order Form(s)            Specification Sheet(s)            Statement(s) Of Work (if applicable)o     Registration Formo     Addendum A - Equipment Purchase Terms and Conditions (if applicable)                                                                          Page 9                                                                          
/Business Operations/Services AgreementsExodus Communications Inc.Webhelp.com Inc.2009-10-18/operations/services//content/hippo/files/default.www/content/contract/contract/E/Exodus-Communications-Inc-/2359
1131Loan Agreement - Lehman Brothers Bank FSB, Exodus Communications Real Property I LLC and Exodus Communications Real Property I LP

                      SECOND AMENDMENT TO LOAN AGREEMENT

          THIS SECOND AMENDMENT TO LOAN AGREEMENT dated as of June 27, 2001
(this "Amendment") between LEHMAN BROTHERS BANK FSB, having an address at 921
North Orange Street, Wilmington, Delaware 19801 ("Lender") and EXODUS
COMMUNICATIONS REAL PROPERTY I, LLC, a Delaware limited liability company,
having its address at 2831 Mission College Boulevard, Suite C, Santa Clara,
California 95054-1838, and EXODUS COMMUNICATIONS REAL PROPERTY I, LP, a Texas
limited partnership, having its address at 2831 Mission College Boulevard, Suite
A, Santa Clara, California 95054-1838 (collectively, "Borrower").

                             W I T N E S S E T H:
                             - - - - - - - - - - 

          WHEREAS, Lender and Borrower are parties to a loan agreement dated as
of March 30, 2001 (the "Loan Agreement") wherein Lender agreed to make a loan to
Borrower in the maximum principal amount of $105,000,000;

          WHEREAS, Lender and Borrower amended the Loan Agreement pursuant to
that certain Amendment to Loan Agreement dated as of May 4, 2001 wherein, among
other things, Lender and Borrower increased the amount of the loan by an
additional $11,000,000;

          WHEREAS, Lender and Borrower are desirous of further amending the Loan
Agreement in the manner hereinafter provided.

          NOW, THEREFORE, for good and valuable consideration, the parties
hereto hereby agree that the Loan Agreement is hereby amended as follows:

          1.   All capitalized terms not otherwise defined herein shall have the
meanings provided in the Loan Agreement.

          2.   The term "Acceptable Counterparty" is hereby amended to insert 
                         -----------------------                              
the word "and" between "S&P" and "Fitch".

          3.   Any and all references in the Loan Agreement or in any of the
other Loan Documents to the term Agent are hereby deleted and shall be of no
further force or effect.

          4.   The term "Component A" is hereby amended in its entirety to read 
                         -----------                                            
as follows: ""Component A" shall mean that certain portion of the Loan in the 
              -----------                                                     
initial principal amount of * Dollars ($*)."

          5.   The term "Component B" is hereby amended in its entirety to read 
                         -----------                                            
as follows: ""Component B" shall mean that certain portion of the Loan in the 
              -----------                                                     
initial principal amount of * Dollars ($*)."

*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission. Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.

 
          6.   The term "Component C" is hereby amended in its entirety to read 
                         -----------                                            
as follows: ""Component C" shall mean that certain portion of the Loan in the 
              -----------                                                     
initial principal amount of * Dollars ($*)."

          7.   The term "Component D" is hereby amended in its entirety to read 
                         -----------                                            
as follows: ""Component D" shall mean that certain portion of the Loan in the 
              -----------                                                     
initial principal amount of * Dollars ($*)."

          8.   The term "Eligible Institution" is hereby amended to add the 
                         --------------------                               
following phrase at the end of such definition: ", provided that such
institution may have such other ratings which, as shall be confirmed in writing
by the Rating Agency, will not result in the downgrade, qualification or
withdrawal of the then current ratings of the certificates".

          9.   The term "LIBOR" is hereby amended in its entirety to read as 
                         -----                                               
follows: ""LIBOR" shall mean, with respect to each Interest Period, the rate 
           -----                                                             
(expressed as a percentage per annum and rounded upward, if necessary, to the
next nearest 1/1000 of 1%) for deposits in U.S. dollars, for a one-month period,
that appears on Telerate Page 3750 (or the successor thereto) as of 11:00 a.m.,
London time, on the related Determination Date. If such rate does not appear on
Telerate Page 3750 as of 11:00 a.m., London time, on such Determination Date,
Lender shall request the principal London Office of any four major reference
banks in the London interbank market reasonably selected by Lender, to provide
such bank's offered quotation (expressed as a percentage per annum) to prime
banks in the London interbank market for deposits in U.S. dollars for a one-
month period as of 11:00 a.m., London time, on such Determination Date for the
then outstanding principal amount of the Loan. If at least two such offered
quotations are so provided, LIBOR shall be the arithmetic mean of such
quotations. If fewer than two such quotations are so provided, Lender shall
request any three major banks in New York City reasonably selected by Lender, to
provide such bank's rate (expressed as a percentage per annum) for loans in U.S.
dollars to leading European banks for a one-month period as of approximately
11:00 a.m., New York City time on the applicable Determination Date for the then
outstanding principal amount of the Loan. If at least two such rates are so
provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be
determined by Lender or its agent."

          10.  The term "Monthly Debt Service Payment Amount" is hereby amended 
                         -----------------------------------                   
in its entirety to read as follows: ""Monthly Debt Service Payment Amount" shall
                                      -----------------------------------       
mean the applicable monthly installment of principal and interest payable under
the Loan Documents in an amount equal to (i) interest at the Applicable Interest
Rate on each Component computed in accordance with Section 2.2.2 hereof and (ii)
principal sufficient to fully amortize the Loan over the balance of the period
beginning on the first Payment Date following the Closing Date and ending on the
twentieth (20th) anniversary thereof, which monthly principal amounts are more
particularly set forth on the amortization schedule attached as Schedule VI
                                                                -----------
hereof."

          11.  The schedule attached hereto as Schedule VI is hereby added to 
                                               -----------                    
the Loan Agreement as Schedule VI thereof.
                      -----------       

*         Confidential treatment has been requested for certain portions of this
          document pursuant to an application for confidential treatment sent to
          the Securities and Exchange Commission. Such portions are omitted from
          this filing and are filed separately with the Securities and Exchange
          Commission.

                                      -2-


 
          12.  The term "Permitted Investments" is hereby amended to delete the 
                         ---------------------                                  
words "or mutual funds" from the first line of subsection (viii).

          13.  The term "Rating Agencies" is hereby amended to revise the name 
                         ---------------                                       
of S&P to "Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc."

          14.  The term "Spread" is hereby amended in its entirety to read as 
                         ------                                               
follows: ""Spread" shall mean (a) *% with respect to Component A, (b) 
           ------                                                           
*% with respect to Component B, (c) *% with respect to Component C, and (d) *%
with respect to Component D."

          15.  Section 2.2.5(b) is hereby amended in its entirety to read as
follows: "(b) Borrower shall pay to Lender on the Maturity Date the outstanding
principal balance, all accrued and unpaid interest and all other amounts due
hereunder and under the Note, each Mortgage and the other Loan Documents."

          16.  Section 2.2.5(c)(ii) is hereby amended in its entirety to read as
follows: "(ii) if an Interest Rate Cap Agreement is then in existence, Borrower
shall obtain and deliver to Lender not later than one (1) Business Day prior to
the first day of the term of the Loan as extended one or more Replacement
Interest Rate Cap Agreements from an Acceptable Counterparty which Replacement
Interest Rate Cap Agreement shall be effective commencing on the date of such
extension and shall have a maturity date not earlier than the first anniversary
thereof."

          17.  Section 2.4(a)(vii) is hereby amended in its entirety to read as
follows: "(vii) Immediately after giving effect to the release, the Debt Service
Coverage Ratio on a trailing twelve (12) month basis with respect to the
remaining Properties shall be no less than the greater of (A) 1.71:1.00 or (b)
the Debt Service Coverage Ratio on a trailing twelve (12) month basis
immediately preceding the release."

          18.  Section 2.4(a) is hereby amended to add a new subsection (viii)
as follows: "(viii) Commencing with the first Payment Date following the Partial
Release Date and continuing thereafter throughout the term of the Loan, the
Monthly Debt Service Payment Amount shall decrease by an amount equal to the
amount of principal which would otherwise have amortized with respect to the
Individual Property as more particularly set forth in Schedule VI hereof."

          19.  The final sentence of Section 2.6.2 is hereby amended in its
entirety to read as follows: "Whenever any payment hereunder or under the Note
shall be stated to be due on a day which is not a Business Day, such payment
shall be made on the first Business Day succeeding such scheduled due date."

          20.  Section 5.1.2(vii) is hereby amended in its entirety to read as
follows: "(vii) Borrower shall furnish such security as may be required in the
proceeding, or as may be requested by Lender, in an amount equal to * percent
(*%) of the amount contested, to insure the payment of any such Taxes or Other
Charges, together with all interest and penalties thereon."

*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission. Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.
                                           -3-

 
          21.  The parenthetical clause in subsection (ii) of Section 5.1.20 is
hereby amended in its entirety as follows: "(provided Borrower shall not amend
or modify or consent to an assignment of a Master Lease without the prior
consent of Lender)".

          22.  The following subsection (vii) is added to Section 5.1.20: "(vii)
shall, with respect to a request by a tenant for consent to an assignment, cause
to be delivered to Lender any information with respect to such assignment and
the proposed assignee as shall be reasonably requested by Lender".

          23.  Section 5.2.1 is hereby amended in its entirety to read as
follows: "Neither California Borrower nor Texas Borrower, as the case may be,
shall, without the prior consent of Lender (which consent shall not be
unreasonably withheld), terminate the Management Agreement or otherwise replace
the Manager or enter into any other management agreement with respect to any
Individual Property, provided that if such termination of the Management
Agreement, replacement of the Manager or entering into any other management
agreement is to occur after a Securitization, the Borrower may not take such
action unless the Rating Agencies shall have confirmed that such action shall
not, in itself, result in a downgrade, qualification or withdrawal of the then
current ratings assigned to the Securities."

          24.  The following is hereby added to the end of Section 6.1(a)(ii):
"Notwithstanding the insurance coverage required pursuant to this Section
6.1(a)(ii) to the contrary, Lender hereby agrees and acknowledges that the
liability insurance currently in effect, of which losses up to $* are insured by
an insurance company with a claims paying ability of "A" and the losses
exceeding $* and up to $* are insured by an insurance company with a claims
paying ability of "AA", is acceptable to Lender".

          25.  The following is hereby added to the end of Section 6.1(b):
"Notwithstanding the foregoing, in the event that Borrower's insurers fail to
provide or maintain such claims paying ability rating of "AA" or better in
accordance with the provisions hereof, Borrower may satisfy the ratings
requirement of this Section by providing to Lender a "cut-through" endorsement
in form and substance approved by Lender issued by an insurer with at least an
"AA" rating by at least two (2) of the Rating Agencies, one of which shall be
S&P".

          26.  Section 6.4(b)(i)(F)(1) is hereby amended in its entirety to read
as follows: "(1) six (6) months prior to the Maturity Date." 

          27.  As herein amended, the Loan Agreement is hereby ratified and
remains in full force and effect.

                    [THERE IS NO FURTHER TEXT ON THIS PAGE]

*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission. Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.

                                      -4-

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized representatives, all as of the day and
year first above written.

                                 EXODUS COMMUNICATIONS REAL PROPERTY I, LLC, a
                                   Delaware limited liability company
                                  
                                   By: Exodus Communications Real Property
                                       Managers I, LLC, a Delaware limited
                                       liability company, its managing member
                                  
                                       By: Exodus Communications, Inc., a
                                           Delaware corporation, its sole member
                                  
                                           By: /s/ Adam W. Wegner           
                                              ---------------------------------
                                              Name:  Adam W. Wegner
                                              Title: EVP, Legal and Corporate   
                                                     Affairs, General Counsel
                                                     and Secretary

                                 EXODUS COMMUNICATIONS REAL PROPERTY I, LP, a
                                   Texas limited partnership

                                   By: Exodus Communications Real Property
                                       Managers I, LLC, a Delaware limited
                                       liability company, its general partner

                                       By: Exodus Communications, Inc., a
                                           Delaware corporation, its sole member

                                           By: /s/ Adam W. Wegner             
                                              ---------------------------------
                                              Name:  Adam W. Wegner
                                              Title: EVP, Legal and Corporate
                                                     Affairs, General Counsel
                                                     and Secretary
                                                                                

 
                                 LEHMAN BROTHERS BANK FSB

                                 By: /s/ Larry Kravetz
                                    -------------------------------------------
                                 Name:  Larry Kravetz
                                 Title: Senior Vice President
                                                                                
                                      -2-

 
                                  Schedule VI
                                  -----------

                             Amortization Schedule
                             ---------------------

                                (see attached)

 
Exodus Portfolio
Stipulated Loss Schedule


Portfolio Stipulated Loss Values                        Pro Rata Stipulated Loss Values by Property
                                                      
    From          Through    Portfolio Stip Loss Value   Santa Clara 4 & 5   4650 Old Ironsides  4700 Old Ironsides       Austin
    ----          -------              *%                        *%                 *%                  *%                  *%
      
  30-Mar-01      10-May-01             *                  $      *             $    *              $    *             $     *
  11-May-01      10-Jun-01             *                  $      *             $    *              $    *             $     *
  11-Jun-01      10-Jul-01             *                  $      *             $    *              $    *             $     *
  11-Jul-01      10-Aug-01             *                  $      *             $    *              $    *             $     *
  11-Aug-01      10-Sep-01             *                  $      *             $    *              $    *             $     *
  11-Sep-01      10-Oct-01             *                  $      *             $    *              $    *             $     *
  11-Oct-01      10-Nov-01             *                  $      *             $    *              $    *             $     *
  11-Nov-01      10-Dec-01             *                  $      *             $    *              $    *             $     *
  11-Dec-01      10-Jan-02             *                  $      *             $    *              $    *             $     *
  11-Jan-02      10-Feb-02             *                  $      *             $    *              $    *             $     *
  11-Feb-02      10-Mar-02             *                  $      *             $    *              $    *             $     *
  11-Mar-02      10-Apr-02             *                  $      *             $    *              $    *             $     *
  11-Apr-02      10-May-02             *                  $      *             $    *              $    *             $     *
  11-May-02      10-Jun-02             *                  $      *             $    *              $    *             $     *
  11-Jun-02      10-Jul-02             *                  $      *             $    *              $    *             $     *
  11-Jul-02      10-Aug-02             *                  $      *             $    *              $    *             $     *
  11-Aug-02      10-Sep-02             *                  $      *             $    *              $    *             $     *
  11-Sep-02      10-Oct-02             *                  $      *             $    *              $    *             $     *
  11-Oct-02      10-Nov-02             *                  $      *             $    *              $    *             $     *
  11-Nov-02      10-Dec-02             *                  $      *             $    *              $    *             $     *
  11-Dec-02      10-Jan-03             *                  $      *             $    *              $    *             $     *
  11-Jan-03      10-Feb-03             *                  $      *             $    *              $    *             $     *
  11-Feb-03      10-Mar-03             *                  $      *             $    *              $    *             $     *
  11-Mar-03      10-Apr-03             *                  $      *             $    *              $    *             $     *
  11-Apr-03      10-May-03             *                  $      *             $    *              $    *             $     *
  11-May-03      10-Jun-03             *                  $      *             $    *              $    *             $     *
  11-Jun-03      10-Jul-03             *                  $      *             $    *              $    *             $     *
  11-Jul-03      10-Aug-03             *                  $      *             $    *              $    *             $     *
  11-Aug-03      10-Sep-03             *                  $      *             $    *              $    *             $     *
  11-Sep-03      10-Oct-03             *                  $      *             $    *              $    *             $     *
  11-Oct-03      10-Nov-03             *                  $      *             $    *              $    *             $     *
  11-Nov-03      10-Dec-03             *                  $      *             $    *              $    *             $     *
  11-Dec-03      10-Jan-04             *                  $      *             $    *              $    *             $     *
  11-Jan-04      10-Feb-04             *                  $      *             $    *              $    *             $     *
  11-Feb-04      10-Mar-04             *                  $      *             $    *              $    *             $     *
  11-Mar-04      10-Apr-04             *                  $      *             $    *              $    *             $     *
  11-Apr-04      10-May-04             *                  $      *             $    *              $    *             $     *
  11-May-04      10-Jun-04             *                  $      *             $    *              $    *             $     *
  11-Jun-04      10-Jul-04             *                  $      *             $    *              $    *             $     *
  11-Jul-04      10-Aug-04             *                  $      *             $    *              $    *             $     *
  11-Aug-04      10-Sep-04             *                  $      *             $    *              $    *             $     *
  11-Sep-04      10-Oct-04             *                  $      *             $    *              $    *             $     *
  11-Oct-04      10-Nov-04             *                  $      *             $    *              $    *             $     *
  11-Nov-04      10-Dec-04             *                  $      *             $    *              $    *             $     *
  11-Dec-04      10-Jan-05             *                  $      *             $    *              $    *             $     *
  11-Jan-05      10-Feb-05             *                  $      *             $    *              $    *             $     *
  11-Feb-05      10-Mar-05             *                  $      *             $    *              $    *             $     *
  11-Mar-05      10-Apr-05             *                  $      *             $    *              $    *             $     *
 


*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission.  Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.


 

 
  11-Apr-05      10-May-05                  *           $          *         $         *         $        *         $     *       
  11-May-05      10-Jun-05                  *           $          *         $         *         $        *         $     *       
  11-Jun-05      10-Jul-05                  *           $          *         $         *         $        *         $     *       
  11-Jul-05      10-Aug-05                  *           $          *         $         *         $        *         $     *       
  11-Aug-05      10-Sep-05                  *           $          *         $         *         $        *         $     *       
  11-Sep-05      10-Oct-05                  *           $          *         $         *         $        *         $     *       
  11-Oct-05      10-Nov-05                  *           $          *         $         *         $        *         $     *       
  11-Nov-05      10-Dec-05                  *           $          *         $         *         $        *         $     *       
  11-Dec-05      10-Jan-06                  *           $          *         $         *         $        *         $     *       
  11-Jan-06      10-Feb-06                  *           $          *         $         *         $        *         $     *       
  11-Feb-06      10-Mar-06                  *           $          *         $         *         $        *         $     *       
  11-Mar-06      10-Apr-06                  *           $          *         $         *         $        *         $     *       
  11-Apr-06      10-May-06                  *           $          *         $         *         $        *         $     *       
  11-May-06      10-Jun-06                  *           $          *         $         *         $        *         $     *       
  11-Jun-06      10-Jul-06                  *           $          *         $         *         $        *         $     *       
  11-Jul-06      10-Aug-06                  *           $          *         $         *         $        *         $     *       
  11-Aug-06      10-Sep-06                  *           $          *         $         *         $        *         $     *       
  11-Sep-06      10-Oct-06                  *           $          *         $         *         $        *         $     *       
  11-Oct-06      10-Nov-06                  *           $          *         $         *         $        *         $     *       
  11-Nov-06      10-Dec-06                  *           $          *         $         *         $        *         $     *       
  11-Dec-06      10-Jan-07                  *           $          *         $         *         $        *         $     *       
  11-Jan-07      10-Feb-07                  *           $          *         $         *         $        *         $     *       
  11-Feb-07      10-Mar-07                  *           $          *         $         *         $        *         $     *       
  11-Mar-07      10-Apr-07                  *           $          *         $         *         $        *         $     *       
  11-Apr-07      10-May-07                  *           $          *         $         *         $        *         $     *       
  11-May-07      10-Jun-07                  *           $          *         $         *         $        *         $     *       
  11-Jun-07      10-Jul-07                  *           $          *         $         *         $        *         $     *       
  11-Jul-07      10-Aug-07                  *           $          *         $         *         $        *         $     *       
  11-Aug-07      10-Sep-07                  *           $          *         $         *         $        *         $     *       
  11-Sep-07      10-Oct-07                  *           $          *         $         *         $        *         $     *       
  11-Oct-07      10-Nov-07                  *           $          *         $         *         $        *         $     *       
  11-Nov-07      10-Dec-07                  *           $          *         $         *         $        *         $     *       
  11-Dec-07      10-Jan-08                  *           $          *         $         *         $        *         $     *       
  11-Jan-08      10-Feb-08                  *           $          *         $         *         $        *         $     *       
  11-Feb-08      10-Mar-08                  *           $          *         $         *         $        *         $     *       
  11-Mar-08      10-Apr-08                  *           $          *         $         *         $        *         $     *       
  11-Apr-08      10-May-08                  *           $          *         $         *         $        *         $     *       
  11-May-08      10-Jun-08                  *           $          *         $         *         $        *         $     *       
  11-Jun-08      10-Jul-08                  *           $          *         $         *         $        *         $     *       
  11-Jul-08      10-Aug-08                  *           $          *         $         *         $        *         $     *       
  11-Aug-08      10-Sep-08                  *           $          *         $         *         $        *         $     *       
  11-Sep-08      10-Oct-08                  *           $          *         $         *         $        *         $     *       
  11-Oct-08      10-Nov-08                  *           $          *         $         *         $        *         $     *       
  11-Nov-08      10-Dec-08                  *           $          *         $         *         $        *         $     *       
  11-Dec-08      10-Jan-09                  *           $          *         $         *         $        *         $     *       
  11-Jan-09      10-Feb-09                  *           $          *         $         *         $        *         $     *       
  11-Feb-09      10-Mar-09                  *           $          *         $         *         $        *         $     *       
  11-Mar-09      10-Apr-09                  *           $          *         $         *         $        *         $     *       
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  11-Aug-09      10-Sep-09                  *           $          *         $         *         $        *         $     *       
  11-Sep-09      10-Oct-09                  *           $          *         $         *         $        *         $     *       
  11-Oct-09      10-Nov-09                  *           $          *         $         *         $        *         $     *       
  11-Nov-09      10-Dec-09                  *           $          *         $         *         $        *         $     *       
  11-Dec-09      10-Jan-10                  *           $          *         $         *         $        *         $     *       
  11-Jan-10      10-Feb-10                  *           $          *         $         *         $        *         $     *        
                                   

*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission.  Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.

 


  11-Feb-10      10-Mar-10           *                  $        *           $        *          $        *         $      *      
  11-Mar-10      10-Apr-10           *                  $        *           $        *          $        *         $      *      
  11-Apr-10      10-May-10           *                  $        *           $        *          $        *         $      *      
  11-May-10      10-Jun-10           *                  $        *           $        *          $        *         $      *      
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  11-Jul-10      10-Aug-10           *                  $        *           $        *          $        *         $      *      
  11-Aug-10      10-Sep-10           *                  $        *           $        *          $        *         $      *      
  11-Sep-10      10-Oct-10           *                  $        *           $        *          $        *         $      *      
  11-Oct-10      10-Nov-10           *                  $        *           $        *          $        *         $      *      
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  11-Dec-10      10-Jan-11           *                  $        *           $        *          $        *         $      *      
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  11-Feb-11      10-Mar-11           *                  $        *           $        *          $        *         $      *      
  11-Mar-11      10-Apr-11           *                  $        *           $        *          $        *         $      *      
  11-Apr-11      10-May-11           *                  $        *           $        *          $        *         $      *      
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  11-Jun-11      10-Jul-11           *                  $        *           $        *          $        *         $      *      
  11-Jul-11      10-Aug-11           *                  $        *           $        *          $        *         $      *      
  11-Aug-11      10-Sep-11           *                  $        *           $        *          $        *         $      *      
  11-Sep-11      10-Oct-11           *                  $        *           $        *          $        *         $      *       
  11-Oct-11      10-Nov-11           *                  $        *           $        *          $        *         $      *      
  11-Nov-11      10-Dec-11           *                  $        *           $        *          $        *         $      *      
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  11-Feb-12      10-Mar-12           *                  $        *           $        *          $        *         $      *      
  11-Mar-12      10-Apr-12           *                  $        *           $        *          $        *         $      *      
  11-Apr-12      10-May-12           *                  $        *           $        *          $        *         $      *      
  11-May-12      10-Jun-12           *                  $        *           $        *          $        *         $      *      
  11-Jun-12      10-Jul-12           *                  $        *           $        *          $        *         $      *      
  11-Jul-12      10-Aug-12           *                  $        *           $        *          $        *         $      *      
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  11-Sep-12      10-Oct-12           *                  $        *           $        *          $        *         $      *      
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  11-May-14      10-Jun-14           *                  $        *           $        *          $        *         $      *      
  11-Jun-14      10-Jul-14           *                  $        *           $        *          $        *         $      *      
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  11-Aug-14      10-Sep-14           *                  $        *           $        *          $        *         $      *      
  11-Sep-14      10-Oct-14           *                  $        *           $        *          $        *         $      *      
  11-Oct-14      10-Nov-14           *                  $        *           $        *          $        *         $      *      
  11-Nov-14      10-Dec-14           *                  $        *           $        *          $        *         $      *      
                                                

*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission.  Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.
                                                        

 


  11-Dec-14      10-Jan-15           *                  $        *           $        *          $        *         $     *
  11-Jan-15      10-Feb-15           *                  $        *           $        *          $        *         $     *
  11-Feb-15      10-Mar-15           *                  $        *           $        *          $        *         $     *
  11-Mar-15      10-Apr-15           *                  $        *           $        *          $        *         $     *
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  11-Dec-15      10-Jan-16           *                  $        *           $        *          $        *         $     *
  11-Jan-16      10-Feb-16           *                  $        *           $        *          $        *         $     *
  11-Feb-16      10-Mar-16           *                  $        *           $        *          $        *         $     *
  11-Mar-16      10-Apr-16           *                  $        *           $        *          $        *         $     *
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  11-Jan-17      10-Feb-17           *                  $        *           $        *          $        *         $     *
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  11-Apr-19      10-May-19           *                  $        *           $        *          $        *         $     *
  11-May-19      10-Jun-19           *                  $        *           $        *          $        *         $     *
  11-Jun-19      10-Jul-19           *                  $        *           $        *          $        *         $     *
  11-Jul-19      10-Aug-19           *                  $        *           $        *          $        *         $     *
  11-Aug-19      10-Sep-19           *                  $        *           $        *          $        *         $     *
  11-Sep-19      10-Oct-19           *                  $        *           $        *          $        *         $     *

 
*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission. Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.

 
 
 
  11-Oct-19      10-Nov-19              *                $        *          $        *           $        *         $     *       
  11-Nov-19      10-Dec-19              *                $        *          $        *           $        *         $     *       
  11-Dec-19      10-Jan-20              *                $        *          $        *           $        *         $     *       
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  11-Feb-20      10-Mar-20              *                $        *          $        *           $        *         $     *       
  11-Mar-20      10-Apr-20              *                $        *          $        *           $        *         $     *       
  11-Apr-20      10-May-20              *                $        *          $        *           $        *         $     *       
  11-May-20      10-Jun-20              *                $        *          $        *           $        *         $     *       
  11-Jun-20      10-Jul-20              *                $        *          $        *           $        *         $     *       
  11-Jul-20      10-Aug-20              *                $        *          $        *           $        *         $     *       
  11-Aug-20      10-Sep-20              *                $        *          $        *           $        *         $     *       
  11-Sep-20      10-Oct-20              *                $        *          $        *           $        *         $     *       
  11-Oct-20      10-Nov-20              *                $        *          $        *           $        *         $     *       
  11-Nov-20      10-Dec-20              *                $        *          $        *           $        *         $     *       
  11-Dec-20      10-Jan-21              *                $        *          $        *           $        *         $     *       
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  11-Feb-21      10-Mar-21              *                $        *          $        *           $        *         $     *       
  11-Mar-21      10-Apr-21              *                $        *          $        *           $        *         $     *       
                              
                                        
*    Confidential treatment has been requested for certain portions of this
     document pursuant to an application for confidential treatment sent to the
     Securities and Exchange Commission. Such portions are omitted from this
     filing and are filed separately with the Securities and Exchange
     Commission.