MASTER AGREEMENT FOR U.S. AVAILABILITY SERVICES BETWEEN SUNGARD AVAILABILITY SERVICES LP (SunGard) AND JIVE SOFTWARE, INC. a Delaware corporation (Customer) DATED January 1, 2009

1.    CONTRACT TERM.  This Master Agreement shall continue in effect as long as there is a Schedule in effect. The term of a Schedule, and Customer’s rights to use the Services selected on that Schedule, shall begin on the Commencement Date stated in that Schedule and continue in effect for the Agreed Term stated in that Schedule (“Initial Term”). Thereafter, that Schedule shall automatically renew for successive one (1) month renewal terms, not to exceed three (3) such renewals, unless either party gives written notice of termination to the other at least (a) one hundred twenty (120) days before the end of the initial Term or (b) fifteen (15) days before the end of the then current renewal term, as applicable. Customer acknowledges that SunGard requires this advance notice due to the substantial long-term equipment and facilities commitments SunGard makes in reliance upon its customer contracts. Each Schedule is a non-cancelable contract that may be terminated only in accordance with its express terms; provided that any termination of this Master Agreement under Section 4(a) will automatically terminate all outstanding Schedules.

2.    FEES AND EXPENSES.

(a)  All undisputed Monthly or Annual Fees (as defined in a Schedule) shall be invoiced by SunGard in advance at the billing address defined in the Schedule. All other fees permitted to be billed by SunGard under this Agreement, including any out-of-pocket expenses reasonably incurred by SunGard on behalf of Customer and referenced in this Master Agreement shall be invoiced by SunGard as and when incurred unless otherwise specified in a Schedule. Customers payments for undisputed amounts shall be due within thirty (30) days after receipt of invoice. For any undisputed amount not paid when due, Customer will pay interest at the lesser of fifteen percent (15%) per annum or the maximum amount permitted by law. Customer will notify SunGard in writing of any dispute it has with any particular invoice within fifteen (15) days after its receipt of such invoice and shall provide reasonable detail describing the basis of such dispute. The parties shall work together in good faith to resolve any such disputed fees. If the parties mutually determine the Customer owes any Disputed Charge, Customer shall, within five (5) business days, pay such amount including interest accrued from the date the payment was originally due. If the parties are unable to resolve the Disputed Charge within thirty (30) days of Customer’s notice of the same, the parties shall be entitled to pursue remedies available hereunder. Unless Customer provides a valid tax exemption certificate, Customer shall be responsible for any sales, use, excise or comparable taxes assessed or imposed upon the Services provided or the amounts charged under a Schedule and SunGard will include the same on the applicable invoice.

(b)  In the event that Customer elects to purchase the additional Managed Services identified in the table below (“Specified Services”), SunGard agrees that the Monthly Fees for the Specified Services shall be those set forth in the table below for the first twelve (12) months following the effective date of this Master Agreement; upon the anniversary of the effective date of this Master Agreement, SunGard may increase the Monthly Fees for the Specified Services provided that any increase shall not

exceed the Monthly Fee charged during the prior year plus three percent (3%). This pricing commitment shall only be valid and continue beyond the initial twelve (12) months following the effective date of this Master Agreement if Customer has at least seventy-six (76) servers receiving both of the Specified Services before the expiration of such twelve (12) month period. In such event, this pricing commitment will continue for the term of this Agreement.

(a)  All information disclosed by one party to the other in connection with this Master Agreement shall be treated as confidential (“Confidential Information”). With respect to Confidential Information disclosed by one party (“disclosing party”) to the other party (“receiving party”), (i) the receiving party shall hold such Confidential information in strict confidence using the same standard of care as it uses to protect its own confidential information but not less than a reasonable standard of care, (ii) the receiving party shall not use or disclose such Confidential Information for any purpose except as necessary to fulfill its obligations under a Schedule or this Master Agreement, or except as required by law provided that the disclosing party is given a reasonable opportunity to obtain, at its expense, a protective order (the receiving party shall reasonably cooperate with the disclosing party in connection therewith), (iii) the receiving party shall limit access to such Confidential Information to such of its employees and agents who need such access to fulfill the receiving party’s obligations under a Schedule, and (iv) the receiving party shall require its employees, agents and contractors who have access to such Confidential Information to abide by the confidentiality provisions of this Master Agreement.

(b)  Without limiting the generality of the foregoing, such Confidential Information includes (i) with respect to Customer, (A) Customer’s data and software (including Customer NPI as defined below) and the details of Customer’s computer operations and recovery procedures, which may include trade secrets of Customer, and (B) any non-public information provided by Customer’s customers and end users including user-generated content (ii) with respect to SunGard, SunGard’s physical security systems, access control systems, specialized recovery equipment and techniques, pricing information, Services Guides, and E-Testing Program, which include trade secrets of SunGard, and (iii) with respect to both parties, the terms of this Master Agreement and all Schedules and any detailed information regarding the performance of this Master Agreement or any Schedule. Additional terms and conditions pertaining to sensitive financial or personal Information may be set forth in a particular Schedule pertaining to a unique customer of Customer.

(c)  Confidential Information shall not include information that (i) is or becomes publicly available through no wrongful act of the receiving party, (ii) was known by the receiving party without any obligation of confidentiality at the time of disclosure by the

disclosing party, (iii) was obtained by the receiving party from a third party without restriction on disclosure, or (iv) was developed independently by the receiving party.

(d)  To effect the purposes of a Schedule, Customer may from time to time provide SunGard with certain ‘nonpublic personal information” as defined by the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) and the rules and regulations promulgated thereunder (“Customer NPI”). To protect the privacy of Customer NPI pursuant to the requirements of such act, SunGard shall, in addition to complying with the confidentiality requirements set forth above, (i) implement appropriate administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer NPI, protect against any anticipated threats or hazards to the security or integrity of Customer NPI and protect against unauthorized access to or use of Customer NPI that could result in substantial harm or inconvenience to a customer of Customer; and (ii) permit Customer to monitor SunGard’s compliance with the foregoing during Customer’s use of the Services, provided that such monitoring shall not interfere with another customer’s use of SunGard’s services or with SunGard’s operations.

(e)  The parties shall adhere to the provisions of Exhibit A hereto regarding compliance with the requirements of the Health Insurance Portability and Accountability Act of 1996.

(a)  If either party breathes any of its obligations under the Master Agreement (including any Exhibit or Schedule hereunder) in any material respect and the breach is not substantially cured within the cure period specified below, then the other party may terminate that this Master Agreement or, in it is discretion, the relevant Schedule, without penalty, by giving written notice to the breaching party at any time before the breach Is cured. If this Master Agreement includes a Recovery Services Exhibit or a Restoration Services Exhibit for Managed IT Services (“RS for MS Exhibit”), then (i) with respect to a breach of SunGard’s obligations to provide the Recovery or Restoration Services to Customer during a Disaster (as such terms are defined in the Recovery Services Exhibit), the cure period shall be five (5) days, and (ii) with respect to Customer’s obligations under the access and use provisions set forth in Sections A.2, A,3 and C of the Recovery Services Exhibit or the RS for MS Exhibit, there shall be no cure period (and SunGard shall have the right to terminate the applicable Schedule immediately). With respect to Customer’s obligations to comply with SunGard’s Network Policies (as defined in the applicable Services Exhibit), the cure period shall be five (5) days. With respect to all other obligations, unless otherwise specified, the cure period shall be thirty (30) days after receipt of written notice describing the breach.

(b)  If a Schedule is terminated due to an uncured material breach by Customer, or if Customer properly exercises a right to cancel a Schedule before the end of the Agreed Term for any reason other than due to SunGard’s uncured material breach, then Customer shall (i) pay to SunGard the unamortized balance attributable to any equipment and software purchased by SunGard on behalf of Customer (as designated in the applicable Schedule) and (ii) reimburse SunGard for any cancellation

charges for third party services purchased by SunGard on behalf of Customer. Upon Customer request, SunGard will disclose all cancellation charges for third party services in advance of signing the Schedule under which such services are to be provided.

5.    WARRANTIES, LIABILITY AND INDEMNIFICATION.

(a)  Each party represents and warrants that (i) it has the full corporate right, power and authority to enter into this Master Agreement, (ii) the execution of this Master Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, (iii) when executed and delivered, this Master Agreement will constitute the legal, valid and binding obligation of such party, in accordance with its terms and (iv) it will comply with all applicable Federal and State laws and regulations in the course of exercising rights or performing obligations under this Master Agreement.

(b)  Each party (“liable party”) shall indemnify, defend and hold harmless the other party (and its Affiliates and their respective employees and agents) against any claims, actions, damages, losses or liabilities to the extent brought against the indemnified party by a third party and arising from any breach of contract, negligence or willful misconduct of the liable party (or any of its employees or agents).

(c)  In addition, SunGard shall indemnify, defend and hold harmless Customer against any claims, actions, damages, losses or liabilities to the extent brought against Customer by a third party and arising from infringement or misappropriation of any U.S. patent, copyright or other proprietary right resulting from Customer’s use of intellectual property developed or owned by SunGard and used to provide the Services. In addition to the foregoing indemnification, SunGard’s liability with respect to this Section 5(c) is limited to making the Services non-infringing or non-misappropriating or arranging for Customer’s continued use of the Services without any material decrease in the features or functionality thereof, provided that, if both of the foregoing options are commercially impracticable for SunGard, then upon written notice to Customer, SunGard may cancel the affected portion of the Services and refund to Customer any prepaid fees for such Services; SunGard shall endeavor to provide Customer written notice at least ninety (90) days in advance of such termination. With respect to intellectual property of third parties that is used by SunGard to provide the Services, SunGard will, to the extent possible, provide to Customer the full benefit of all applicable warranties and indemnities granted to SunGard by such third parties. SunGard will use commercially reasonable efforts in negotiating new agreements or renewals of current agreements pertaining to third party intellectual property to cause the provider of such intellectual property to cause the warranties and indemnities it provides to SunGard to apply to Customer in the substantially similar manner.

(d)  In addition, Customer shall indemnify, defend and hold harmless SunGard against any claims, actions, damages, losses or liabilities to the extent brought against SunGard by a third party and arising from (i) infringement or misappropriation of any U.S. patent, copyright or other proprietary right attributable to Customer’s data, content, software or other materials,

(ii) Customer’s use of any Services in violation of any law, rule or regulation, (iii) Customer’s violation of any of SunGard’s Network Policies (as defined in the applicable Services Exhibit), or (iv) Customer’s use, control or possession of any Mobile Resources at non-SunGard facilities.

(e)  An indemnifying party shall have no obligation for indemnification unless the other party promptly gives written notice to the indemnifying party after any applicable matter arises and allows the indemnifying party to have sole control of the defense or settlement of any underlying claim; provided that the indemnifying party may not settle a claim without the other party’s prior written consent if it places liability, obligations or adversely affects the other party, such consent not to be unreasonably withheld, Notice will be considered prompt as long as there is no material prejudice to the indemnifying party.

(a)  Under no circumstances shall either party be liable for lost revenues, lost profits, loss of business, or consequential, indirect, exemplary, special or punitive damages of any nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, and whether or not the possibility of such damages is foreseeable; provided that this exclusion shall not apply to (i) the party’s respective confidentiality obligations under Section 3, (ii) either party’s indemnification obligations under Section 5(b), (iii) SunGard’s indemnification obligations under Section 5(c), and (iv) Customer’s indemnification obligations under Section 5(d) (collectively, (i) through (iv) referred to as “Excluded Claims”)). Customer acknowledges and agrees that for the purposes of this section, “lost profits” and “lost revenues” does not include its payment obligations to SunGard pursuant to this Master Agreement.

(b)  Except for Excluded Claims, Customer’s breach of its obligations under Sections A(2) and A(3) of the Recovery Services Exhibit, and Customers payment obligations under each applicable Schedule each party’s total liability under a Schedule, whether in contract, tort (including negligence or strict liability), or otherwise, shall not exceed the actual Monthly Fees paid by Customer to SunGard under that Schedule for the most recent twelve (12) month period. Except to the extent arising out of willful misconduct, with respect to the Excluded Claims set forth in Sections 6(a)(i) and 6(a)(ii), each party’s aggregate liability shall not exceed the greater of (i) *.

(c)  Notwithstanding the provisions of Sections 6(a) and 6(b) above, SunGard shall have no liability for any of Customer’s data, content, software or other materials located, used or restored at a SunGard facility or in a SunGard vehicle, or transmitted using SunGard’s Network Services, except for any (i) damages for which Customer is entitled to indemnification under Section 5(b) in which case SunGard’s liability shall not include lost profits or lost revenues and, in the aggregate, shall not exceed the actual Monthly Fees paid by Customer to SunGard under the applicable Schedule for the most recent twelve (12) month period, or (ii) direct damages (including documented out of pocket expenses incurred to recreate such data) caused by (a)

SunGard’s negligence, or (b) in the case of Managed IT Services, SunGard’s breach of contract, and in the case of both (a) and (b) , SunGard’s liability shall not exceed the actual Monthly Fees paid by Customer to SunGard under the applicable Schedule for the most recent twelve (12) month period and SunGard shall be liable to Customer. The foregoing sentence shall not supersede or otherwise amend SunGard’s liability for a breach of its obligations under Section 3 (Confidentiality) herein. Under no circumstances will SunGard be considered the official custodian or record keeper of Customer’s data for regulatory or other purposes.

(d)  WITH RESPECT TO EACH SCHEDULE, EXCEPT AS SPECIFICALLY STATED IN THIS MASTER AGREEMENT OR SUCH SCHEDULE, SUNGARD MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, NON-INTERFERENCE OR NON-INFRINGEMENT.

7.    FORCE MAJEURE. Neither party shall be liable for, nor shall either party be considered in breach of this Master Agreement or any Schedule due to, any failure to perform its obligations as a result of a cause beyond its control, including any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other utility, failure to perform by any supplier or other third party, or other cause which could not have been prevented with reasonable care; provided that the party prevented from performing (i) used commercially reasonable efforts to prevent or limit the impact of such force majeure event and (b) uses commercially reasonable efforts to recommence performance as soon as is reasonably practical. in the event of any force majeure event that lasts more than fifteen (15) days and only for so long as the force majeure event is continuing, the other party may terminate the applicable Schedule upon delivery of written notice.

8.    NOTICE. All notices, consents and other communications under this Master Agreement shall be in writing and shall be deemed to have been received on the earlier of (a) the date of actual receipt at the designated street address, (b) the first business day after being sent to the designated street address by a reputable overnight delivery service, or (c) the third business day after being mailed to the designated street address by first class mail. Any notice may be given by e-mail to the designated e-mail address or by fax to the designated fax number, provided that a signed written confirmation is received at the designated street address within seventy-two (72) hours thereafter. Disaster declaration notice (as described in the Recovery Services Exhibit) may be given orally, provided that a signed written confirmation is received at the applicable recovery facility within twenty-four (24) hours thereafter. Communications sent to any street address, e-mail address or fax number other than those designated in this Master Agreement or the applicable Schedule shall not be valid. Customer’s street address, e-mail address and fax number for

notice are stated in the applicable Schedule. SunGard’s street address for notice is 680 East Swedesford Road, Wayne, Pennsylvania 19087, Attention: Contract Administration. SunGard’s e-mail address for notice is ***@***. SunGard’s fax number for notice is ###-###-####.

9.    PUBLICITY. Neither party will, without the other party’s prior written consent, (a) use the name, trademark, logo or other identifying marks of the other party in any sales, marketing or publicity activities or materials, or (b) issue any press release, interviews or other public statement regarding this Master Agreement or any Schedule; provided that Customer may disclose SunGard as its hosting provider to Customers current and potential customers.

10.  ENTIRE UNDERSTANDING. This Master Agreement states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, negotiations and other written or oral communications between the parties with respect to its subject matter. Each Schedule states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, negotiations and other written or oral communications between the parties with respect to its subject matter. No modification of this Master Agreement (including any Schedule), and no waiver of any breach of this Master Agreement (including any Schedule), shall be effective unless in a writing that references this Agreement and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Master Agreement or any Schedule, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach thereof. Any purchase order submitted by Customer to SunGard shall be used only for invoice processing purposes and shall have no legal effect.

11.  PARTIES IN INTEREST. Neither party may assign this Master Agreement or any Schedule, or any rights or obligations thereunder, without the prior written consent of the other party, which will not be unreasonably withheld; provided that either party may assign any Schedule to an Affiliate by giving prior written notice to the other party and provided, further, that either party may assign this Master Agreement in whole to pursuant to a transfer of all or substantially all of such party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise by giving prior written notice to the other party. This Master Agreement and each Schedule shall bind, benefit and be enforceable by and against both parties and their respective successors and permissible assigns. No third party shall be

considered a beneficiary of, or entitled to any rights under, this Master Agreement or any Schedule.

12.  CONSTRUCTION. THIS AGREEMENT AND EACH SCHEDULE SHALL BE GOVERNED BY SUBSTANTIVE DELAWARE LAW. This choice of governing law shall not be considered determinative of the jurisdiction or venue of any action between the parties. In any action relating to this Master Agreement or any Schedule, (a) each of the parties irrevocably waives the right to trial by jury, (b) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the designated street address at which the party is to receive notice in accordance with Section 8 of this Master Agreement, and (c) the prevailing party shall be entitled to recover its reasonable attorney’s fees (including, if applicable, charges for in-house counsel), court costs and other legal expenses from the other party. A determination that any term of this Master Agreement or any Schedule is invalid or unenforceable shall not affect the other terms thereof. Section headings are for convenience of reference only and shall not affect the interpretation of this Master Agreement or any Schedule. The relationship between the parties created by this Master Agreement or any Schedule is that of independent contractors, and not partners, joint venturers or agents. Sections 3, 5, 6 and 12 shall survive any termination of this Master Agreement or any Schedule.

13.  ENFORCEMENT. Each party acknowledges that the provisions of this Master Agreement regarding confidentiality and access to and use of the other party’s resources are reasonable and necessary to protect the other party’s legitimate business interests. Each party acknowledges that any breach of such provisions shall result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach of such provisions, then the injured party shall be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach. The existence of any claim or cause of action that a party (or any other person involved in the breach) may have against the other party shall not constitute a defense or bar to the enforcement of such provisions.

^©2008 SunGard Availability Services LP, all rights reserved.

MSA0608

SunGard shall provide consulting and assessment professional services and deliverables as described in the Schedule attached to this Exhibit, and if applicable, in the attached Statement of Work (“Professional Services”). SunGard warrants that all Professional Services to be provided by SunGard shall be performed by qualified personnel in accordance with professional standards, and all Professional Services provided and documents and reports delivered by SunGard shall conform to the requirements of this Exhibit and the attached Schedule and/or Statement of Work. Notwithstanding anything to the contrary herein, SunGard reserves the right to subcontract the Professional Services to a third party without written consent of Customer provided that (a) SunGard remains liable for any breach or failure to perform under this Exhibit and/or the Master Agreement and (b) such subcontractor is bound by terms of confidentiality no less protective of Customer than those set forth in the Master Agreement.

Except as otherwise stated in the attached Schedule or Statement of Work, the parties intend that all Professional Services to be provided to Customer under this Exhibit shall be completed within one year after the Schedule is signed by SunGard. If Customer does not permit SunGard to perform the Professional Services during that period, then all payments otherwise due upon project completion will become due at the end of the one-year period.

All SunGard personnel, when working at Customer’s premises, will conduct themselves in a professional manner and will use commercially reasonable efforts to minimize disruptions to Customer’s business. SunGard will retain full responsibility for its own personnel, including payment of compensation and payroll taxes, provision of benefits, and maintenance of workers’ compensation and other required insurance. SunGard and Customer also agree that during the term of this Agreement and for one (1) year thereafter neither party will interview for employment purposes or employ current employees of the other.

Customer will provide to SunGard, as and when reasonably necessary, all information, data and other materials concerning Customer’s personnel, operations and facilities and other relevant aspects of Customer’s business, to the extent required by SunGard to properly perform the Professional Services. All such information, data and materials provided to SunGard by any of Customer’s personnel will be accurate, current and complete, and may be relied upon by SunGard in performing the Professional Services. Customer will be responsible for preparing and maintaining backup or duplicate copies of all such information, data and materials, and SunGard will have no

liability for any loss or damage resulting from Customer’s failure to do so.

Further, Customer will (a) at mutually agreeable times, make available to SunGard experienced personnel having knowledge of Customer’s operations and other relevant aspects of Customer’s business, and (b) cooperate with SunGard in all respects reasonably necessary to allow SunGard to perform the Services.

Customer acknowledges that SunGard’s property used in the provision of Professional Services is deemed SunGard Confidential Information under the Master Agreement and is only for in-house use for the purpose of allowing Customer to establish, maintain and implement business recovery and other plans and procedures. Except with the prior written consent of SunGard, Customer will not, nor will it permit any other entity or individual to (a) use any SunGard property for any purpose not authorized by this Agreement, (b) refer to or otherwise use any SunGard property as part of any effort to provide similar Services to any entity or individual, or (c) remove, erase or tamper with any copyright or other proprietary notice of SunGard printed or stamped on, affixed to, or encoded or recorded in any SunGard property.

Termination of the Services under this Exhibit for any reason will not relieve Customer of liability for all amounts owed to SunGard under a Schedule to this Exhibit for Professional Services performed. If Customer terminates the Professional Services under a Schedule to this Exhibit other than due to SunGard’s uncured material breach, Customer shall pay to SunGard, together with the notice of termination, a in amount equal to the present value (calculated using an annual discount rate equal to the then current prime rate published in The Wall Street Journal) of all remaining fees due under the applicable Scheduled), and Customer shall remain liable for any reimbursable expenses incurred by SunGard before termination pursuant to the terms of the Master Agreement.

If Customer breaches any of its obligations its confidentiality obligations or any obligations under licenses to SunGard property described in Section 4 of this Exhibit ?n any material respect, then, in addition to SunGard’s right to terminate the Agreement and any other rights and remedies that SunGard may have, SunGard may suspend performance of all Services under a Schedule to this Exhibit until the default is cured.

For each of deliverable resulting from the performance of Professional Services that has stated acceptance criteria in the applicable Statement of Work (“Acceptance Criteria”),

Customer will have ten (10) business days to review and test each such deliverable (the “Acceptance Period”); in the event that Customer does not notify SunGard of a failure to meet the Acceptance Criteria before the expiration of the Acceptance Period, the deliverable shall be deemed accepted. If Customer determines that such deliverable does not conform to the Acceptance Criteria, then Customer shall provide SunGard with written notice of any such nonconformities within the Acceptance Period. SunGard will remedy such nonconformities, at no charge to Customer, within ten (10) business days (or such other period as may be agreed to by the parties given the nature of the work necessary to remedy the non-conformity) of Customer’s providing such notice and resubmit the deliverable to Customer for reconsideration. If SunGard fails to remedy all such nonconformities within such twenty (20) business day period, then Customer, at Customer’s sole option, may extend SunGard’s time to remedy such nonconformities or may reject the deliverable. The parties will repeat the foregoing process for a reasonable number of iterations, as determined by parties in their reasonable and good faith judgment, until Customer accepts or finally rejects the deliverable.

If Customer finally rejects any deliverable, Customer will provide written notice of final rejection to SunGard. In the event of final rejection and as Customer’s sole and exclusive remedy, within thirty (30) days of Customer’s notice of such final rejection, SunGard will refund all amounts paid to SunGard (if any) by Customer for the relevant deliverable.

PSE0504

The services provided under this Exhibit shall at all times be used in compliance with SunGard’s then-current general policies and guidelines (“General Policies”) and the policies and guidelines of SunGard’s underlying telecommunications providers (“Network Policies”) (collectively, the General Policies and Network Policies are sometimes herein referred to as “Policies”). Customer agrees to be bound by the Policies, as amended. All Policies, including change management policies and procedures, and additional detail regarding the specifications of the service offerings, are set forth in SunGard’s Services Guide, which is available to Customer at SunGard’s customer portal http://www.MySunGard.com (“Portal”). In addition, all implementation services which are included as part of a service offering, are detailed in the Services Guide. As used in the Services Guide, “business hours” refers to the hours between 8:00 AM EST and 8 PM EST

If SunGard’s revisions to the General or Network Policies are i) not based upon changes in law or regulation, or third party service provider requirements, and ii) have a material and adverse impact on Customer’s use of the Services, Customer may notify SunGard of such within thirty (30) days of the email notification described in the paragraph below and the parties will discuss such revisions and attempt in good faith to reach agreement with respect thereto; provided that if the parties are unable, despite such good faith efforts, to reach agreement within ten (10) business days then Customer may, in its discretion, terminate the Master Agreement upon advance written notice to SunGard.

Upon completion and full execution of a Managed IT Services Schedule, Customer will receive access to the Portal. Upon receiving access, Customer shall enter the Portal and subscribe to the Services Guide in accordance with the instructions specified in the Portal and shall provide an email address(es) electronically so that notices of changes to the Services Guide will automatically be sent to the email address(es) provided. The email will notify Customer that the Services Guide has been changed and upon accessing the Services Guide, the cover page will indicate the Section(s) modified, deleted or added.

a.    SunGard hereby grants to Customer the right to use the Space (as defined in the Schedule) for the placement and maintenance of the computer and communications equipment specified in the Schedule (“Equipment”) which may be interconnected to the Network Services offered by SunGard (as defined herein) or to other communications carriers via facilities offered by SunGard. The Equipment and any necessary software (“Software”) may be provided by Customer (“Customer-provided Equipment” or “Customer-provided Software”) or by SunGard (“SunGard-provided Equipment” or “SunGard-

provided Software”) as specified in the Schedule. The Space shall be used by Customer in accordance with the Equipment vendor’s specifications for electrical, airflow, and clearance. Unless otherwise expressly agreed to in writing by Customer, the Space and Equipment will always be maintained within the United States of America.

With the exception of the Full Infrastructure Management Space option, as defined herein, if Customer desires to install Equipment in the Space that exceeds the written vendor specification(s), SunGard reserves the right to require Customer to contract for additional Space after notifying Customer of such and providing Customer with an opportunity to not install such Equipment and not contract for additional Space. This Exhibit does not create any interest in real estate and is strictly an agreement for the provision of services, which are personal in nature to the parties. The Monthly Fees and any other fees in connection with Customer’s use of the Space are set forth in the Schedule. Customer’s use of the Space shall not interfere with any other SunGard customer’s use of SunGard’s facilities. Customer represents and warrants that it has the full legal right to utilize any Customer-provided Equipment and Software and SunGard represents and warrants that it has the full legal right to permit Customer to utilize any SunGard-provided Equipment or SunGard-provided Software. The Equipment shall operate on conditioned UPS-based power with transparent and immediate access to a back-up power source capable of sustaining power to the Equipment during any interruption to the primary power source.

b.    SunGard shall perform such janitorial services, environmental systems maintenance, power plant maintenance and other services as are reasonably required to maintain the facility in which the Space is located in good condition suitable for the placement of Equipment. With the exception of the Full Infrastructure Management Space option, as defined herein, Customer shall keep the Space clear of all refuse, cardboard or any potentially hazardous material. Customer shall maintain the Space in an orderly and safe condition, and shall return the Space to SunGard at the conclusion of the Agreed Term as defined in the Schedule in the same condition (reasonable wear and tear excepted) as when such Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED HEREIN, THE SPACE SHALL BE DELIVERED AND ACCEPTED “AS IS”. THE SPACE SHALL BE IN SECURE FACILITIES MONITORED TWENTY FOUR (24) HOURS PER DAY, SEVEN (7) DAYS PER WEEK BY ON-SITE STAFF, WITH CARD KEY ACCESS AND CLOSED CIRCUIT TV MONITORING, CONDITIONED POWER UTILIZING UPS SYSTEMS AND BACK-UP POWER GENERATOR CAPABILITY (“INFRASTRUCTURE”). SunGard represents that it will not materially diminish such Infrastructure at the Designated SunGard Facility (as defined in the Schedule) during the Agreed Term. At its sole risk and expense, Customer shall be responsible for installation of the Customer-provided Equipment in the Space, unless Customer elects to contract for Hardware Installation Services as set forth herein. If Customer elects to contract for Hardware Installation

Services, then SunGard shall be responsible for the installation of the Customer-provided Equipment to the extent provided herein. At its sole risk and expense, Customer shall be responsible for installation of Customer-provided Software in the Space. Upon termination or expiration of the Schedule, Customer shall be responsible for removal of the Customer-provided Equipment and Software from the Space within ten (10) business days of such termination or expiration. SunGard is responsible, at its sole risk and expense, for the installation of any SunGard-provided Equipment or SunGard-provided Software.

c.     In addition to the Policies, Customer shall abide by any posted rules relating to the use of, physical access to, or security measures respecting the Space. The Customer-provided Equipment shall be installed, operated, inspected, maintained, repaired, replaced and removed only by qualified agents of Customer who are properly licensed, if applicable, a list of whom shall be provided to SunGard in advance of any such activity. Customer shall not permit any liens to be placed against all or any portion of the Space or any SunGard-provided Equipment or Software. Customer shall not make any material alterations to the Space without the prior written consent of SunGard. In the event that unauthorized parties gain access to the Space through access cards, keys or other access devices provided to Customer (“access devices”), other than as a result of the acts or omissions of SunGard or its agents, Customer shall be responsible for any damages incurred as a result thereof. Customer shall be responsible for the cost of replacing any access devices lost or stolen after delivery thereof to Customer. If Customer fails to pay SunGard any undisputed amounts due under a Schedule in accordance with the terms of the Master Agreement, and such failure continues for more than thirty (30) days after receipt of SunGard’s written notice of nonpayment, included in SunGard’s right to terminate Customer’s use of the Space is the right to disconnect and remove any or all of the Equipment from the Space (including any data or Software resident on such Equipment), and store any Customer-provided Equipment in any reasonable location for a period not to exceed six (6) months and assess Customer reasonable charges for such storage. Upon conclusion of the six (6) month period, SunGard may dispose of such Equipment without liability to Customer. After termination of Customer’s use under the first sentence of this paragraph, SunGard may redeploy any SunGard-provided Equipment in any manner in its sole discretion and shall delete all Customer data residing on such SunGard-provided Equipment before redeployment. Any of Customer’s data or Software resident on Customer-provided Equipment shall be removed, stored and/or disposed of in the manner and for the period specified above for Customer-provided Equipment. Exercise of any of the above rights by SunGard shall not relieve Customer of any of’ its payment obligations under the Master Agreement for Services performed prior to the date of termination.

d.     SunGard reserves the right to change the location or configuration of the Space, at SunGard’s sole expense, within the Designated SunGard Facility or to another SunGard facility; provided, however, that SunGard shall not arbitrarily or discriminatorily require such changes nor shall any migration impair, diminish or materially affect Customer’s use of the Space or receipt of Services. SunGard and Customer shall work

in good faith to minimize any disruption to Customer’s Services that may be caused by such change in location or configuration of the Space. If the location of the Space is to be moved to another facility, SunGard shall provide Customer with at least one hundred thirty-five (135) days prior written notice of such relocation and Customer shall have the right to audit and inspect such new facilities and then (a) elect to be relocated to another facility, or (b) elect to terminate the Schedule without penalty. Customer shall provide SunGard with written notice of its decision regarding the preceding sentence within 90 days after receipt of SunGard’s written notice. In addition, SunGard reserves the right to upgrade or modify the infrastructure used to provide the Services provided that any such change will not adversely affect Customer’s environment in the Space.

e.     Prior to Customer’s occupancy, and during the Agreed Term of the Schedule, Customer shall procure and maintain the following minimum insurance coverage: (a) Workers’ Compensation in compliance with all applicable statutes of appropriate jurisdiction; Employer’s Liability with limits of $500,000 each accident; (b) Commercial General Liability with combined single limits of $2,000,000 each occurrence; and (c) “All Risk” Property insurance covering the Customer-provided Equipment located in the Space. Customer shall provide to SunGard a certificate of insurance demonstrating that it has obtained the required insurance coverage prior to Customer’s occupancy of the Space. Customer shall notify SunGard of any material changes or cancellation promptly. Customer shall require any contractor entering the Space on its behalf to procure and maintain the same types and amounts of insurance as set forth in this section.

f.     With the exception of the Full Infrastructure Management Space option (as defined herein), SunGard shall provide to Customer (including any of its employees, agents and other authorized representatives as Customer may from time to time reasonably designate in writing), access to the part of the Designated SunGard Facility from which SunGard is providing the Space, twenty-four (24) hours per day, seven (7) days per week, including statutory holidays. All of Customer’s designees shall adhere to SunGard’s Policies.

g.     Space Options - Customer may subscribe to any of the following options available relating to Space: (i) SunGard-provided 19” Cabinet; (ii) Secure Cabinet; (iii) Secure Space; (iv) Secure Cage; and (v) Secure Suite.

(i)   SunGard-provided 19” Cabinet The SunGard-provided 19” Cabinet option includes: (i) a minimum of 42 U EIA rack space for the Equipment; (ii) proper air ventilation for the Equipment; (iii) two (2) stationary equipment shelves; and (iv) security by lock and key, managed by SunGard.

(ii)  Secure Cabinet The Secure Cabinet option includes: (i) a SunGard-provided 19” Cabinet (as defined above); (ii) Space to support the SunGard-provided Cabinet (iii) and the redundant power configuration as set forth in the Schedule with the corresponding voltage (“V”) and amperage (“A”).

(iii)  Secure Space - The Secure Space option includes the amount of Space in the square feet increments defined in the Schedule and: (i) one (1) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Space option in the Schedule or one (1) Standard Power Circuit (as defined herein) for each cabinet installed in the Secure Space; and (ii) five (5) hours of Operational Support Services (as defined herein) per month.

(iv)  Secure Cage - The Secure Cage option includes the amount of Space defined in the Schedule or the amount of Space necessary to install the number of cabinets as set forth in the Schedule and: (i) perimeter metal fence with an access door; (ii) security by lock and key, managed by SunGard; (iii) one (1) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Cage option in the Schedule or one (1) Standard Power Circuit (as defined herein) per cabinet installed in the Secure Cage; and (iv) five (5) hours of Operational Support Services (as defined herein) per month.

(v)   Secure Suite - The Secure Suite option includes the amount of Space defined in the Schedule for the number of cabinets as set forth in the Schedule. The Secure Suite option includes: (1) perimeter metal fence or perimeter walls with an access door; (ii) private security with card key and pin code or by lock and key; (iii) one (i) Standard Power Circuit (as defined herein) per twenty-five (25) square feet of Space defined for the Secure Suite option in the Schedule or one (1) Standard Power Circuit (as defined herein) for each cabinet installed in the Secure Space; and (iv) ten (10) hours of Operational Support Services per month.

h.     Secure Hosting Bundle - The Secure Hosting Bundle option includes: (i) one (i) SunGard-provided 19” Cabinet (as defined herein); (ii) SunGard-provided management switch infrastructure to support the initial eighteen (18) Ethernet switch ports to facilitate the Services set forth in the Schedule; (iii) Standard Monitoring Services (as defined herein) for up to ten (10) devices; (iv) five (5) hours of Operational Support Services (as defined herein) per month; and (v) the redundant power configuration as set forth in the Schedule with the corresponding voltage (“V”) and amperage (“A”).

k.     Except in the case of Full Infrastructure Management, upon written request delivered at least seven (7) days in advance, Customer and its customers may inspect the Space and Equipment.

m.     SunGard will not access or decrypt any Customer content (including Customer end-user content) stored on any Equipment except as may be required to perform the Services under this Exhibit.

n.     Notwithstanding anything to the contrary herein, SunGard reserves the right to utilize subcontractors to perform Services, including ancillary services in connection with the Services provided to Customer under a Schedule without written consent of Customer provided that (a) except as otherwise set forth in Section J(12), SunGard remains liable for any breach or failure to perform under this Exhibit and/or the Master Agreement, (b) such subcontractor is bound by terms of confidentiality no less protective of Customer than those set forth in the Master Agreement, (c) upon Customer request, SunGard advises Customer of the identity of such subcontractors as required under Section 4(b) of the Master Agreement, and (d) upon Customer request, SunGard shall advise as to whether the subcontractor has been subjected to a criminal background check.

SunGard shall provide Customer with the power configuration within the Designated SunGard Facility as set forth in the Schedule. With respect to one hundred and twenty (120) Volt power, SunGard will provide the power feed(s) with a minimum of a 12 outlet power strip. If Customer requires a power strip for 208/220 Volt power feed(s), Customer is responsible for providing the necessary 19” EIA rack-mounted power strip. Where Customer powers Equipment with a single Standard Power Circuit (“A-Side Circuit”), Customer is responsible to ensure that the total of the manufacturer’s rated amperage for all Equipment on any A-Side Circuit does not exceed 80% of the rated amperage of that circuit. If Customer contracts for an A-Side Circuit and a redundant Standard Power Circuit (“B-Side Circuit”), Customer is responsible to ensure that the total of the manufacturer’s rated amperage for all Equipment on the A & B Side Circuit pair does not exceed 80% of the rated amperage of one of the circuits in the pair.

SunGard may proportionally increase the Monthly Fee associated with the power configuration, at any time by providing Customer with thirty (30) days prior written notice if the underlying utility provider increases SunGard’s fees.

SunGard reserves the right to audit power consumption of any Customer. If during such audit, SunGard determines (i) that a Customer is using redundant power in a non-redundant fashion; or (ii) Customer is drawing more power than specified in the Schedule and this Exhibit, than SunGard shall notify Customer in writing and Customer shall have three (3) business days to either balance or reduce its power loads respectively, or request an upgrade from SunGard to provide additional capacity.

a.     Standard Power Circuit. A Standard Power Circuit is a single one hundred and twenty (120) Volt, twenty (20) AMP power feed.

b.     Power Infrastructure Upgrade B-Side. SunGard shall provide a redundant B-Side Circuit to Customer’s A-Side

Circuit as set forth in the Schedule with the corresponding voltage (v) and amperage (A).

c.    Power Infrastructure Upgrade (“Additional Power”). The Power Infrastructure Upgrade option(s) provides Customer with: (i) additional non-redundant A-Side Circuit(s); or (ii) additional power capacity, as set forth in the Schedule on both the A-Side Circuit(s) and B-Side Circuit(s), with the corresponding voltage (v) and amperage (A).

SunGard reserves the right to determine, in its sole reasonable judgment, its ability to allow Customer to contract for additional power based- upon the then available power at the Designated SunGard Facility. Any one time installation costs or any additional Monthly Fees related to additional power contracted for will be set forth on a Schedule.

a.    Hardware Installation Services. SunGard shall provide Hardware Installation Services for the number of devices set forth in the Schedule. Hardware Installation Services include the one-time installation of hardware devices and do not include on-going support. Hardware Installation Services include: (i) the unpacking and installation of the Equipment into nineteen inch (19”) computer racks or cabinets in accordance with hardware vendor recommendations and Customer requirements; (ii) the installation of network cables and cross-connects; and (iii) floor cutouts, as necessary.

b.    Operational Support Services. SunGard will provide Customer with access to technical personnel to assist Customer on a 24x7x365 basis for the number of hours per month as set forth in the Schedule. In the event that the Customer exceeds the number of hours indicated in the Schedule in any month, Customer may then elect to have SunGard attempt to resolve the problem on a time and materials basis at SunGard’s then prevailing hourly rate. Operational Support Services shall include: (1) the execution of a command or series of commands as directed by Customer to determine operating status or to facilitate configuration changes; (ii) enlisting of vendor support as requested by Customer and as available pursuant to Customer’s agreement with the applicable vendor; (iii) visual inspection of Equipment and power up, restart or reboot as directed by Customer; (iv) insertion and ejection of media as directed by Customer; and (v) preparation of media for pickup at the Designated SunGard Facility as requested by Customer. Customer is responsible for providing all media, related materials, storage containers, procedures and any off-site storage contract for the media.

c.    Equipment Management Services. SunGard shall provide Equipment Management Services for the Equipment set forth in the Schedule. Equipment Management Services include: (i) resolution of detected Equipment failures; (ii) coordination of preventative maintenance; (iii) installation of microcode or firmware upgrades; (iv) power cycling or reboot; (v) issuance of software or firmware commands; and (vi) physical inspection of all Equipment components. With respect to Customer-provided Equipment, Customer is responsible for obtaining the

consent of the maintenance vendor in order for SunGard to act as Customer’s agent.

d.    SunGard-provided Equipment. If necessary in support of certain Services, SunGard may install certain SunGard-provided Equipment in Customer’s Space.

4.    Server Services. For all Service(s) listed in this Section, Customer shall place Customer-provided Equipment and Customer-provided Software under a valid maintenance contract with the original equipment/software manufacturer for 24x7x365 support with four (4) hour onsite response time, In the event that Customer elects to contract for an Operating System license under SunGard’s Software Licensing Services (as defined herein), SunGard shall provide a valid maintenance contract for the Operating System license with the original software manufacturer. If Customer elects to contract for maintenance services with a vendor other than the original equipment/software manufacturer, Customer is responsible for all issues arising as a result thereof and associated obligations.

In order to receive Server Services, Customer’s server(s) must be configured with a drive capable of reading a CD-ROM to facilitate the installation of utility software on the disk volume where the operating system resides. Customer must subscribe to Data Back-up Services (as defined herein) or Vaulting Services - Restoration Support Option (as defined herein) and provide a minimum of one (1) dedicated network interface per server for administration and monitoring, as well as one (1) dedicated network interface per server for Data Back-up Services (as defined herein) in order to receive Server Services. Customer acknowledges that SunGard will install utility software on the server(s) on which the operating system resides.

a.    Operating System Management Standard Services. SunGard shall provide Operating System Management Standard Services for the number of servers set forth in the Schedule. Operating System Management Standard Services includes Advanced Monitoring Services - Operating System (as defined herein) and as requested by Customer and in accordance with Customer’s written instructions: (i) the initial operating system build on the server, (ii) operating system patch maintenance and reporting; (iii) resolution of detected operating system failures; (iv) Hardware Installation Services (as defined herein); (v) Equipment Management Services (as defined herein); (vi) configuration of operating system level back-ups; and (vii) tracking of physical inventory and installed patches for the servers/devices under contract with SunGard. In order for SunGard to provide Operating System Management Standard Services, Customer shall provide SunGard with ROOT or ADMIN security access.

b.    Operating System Management Advanced Services. SunGard shall provide Operating System Management Advanced Services for the number of servers and partitions set forth in the Schedule. Operating System Management Advanced Services include: (i) the initial operating system build on the server; (ii) Advanced Monitoring Services - Operating System (as defined herein); (iii) operating system patch maintenance, if available from the vendor, and upon Customer request; (iv) resolution of detected operating system failures;

(v) Hardware Installation Services (as defined herein); (vi) Equipment Management Services (as defined herein); (vii) operating system configuration changes upon Customer request; (viii) configuration of operating system level back-ups; (ix) tracking of physical inventory and installed patches for the managed servers; and (x) management of ROOT or ADMIN security access. Customer must provide SunGard with exclusive control of root security access to be eligible for the Service Level Commitment specified in Section J. In order for SunGard to provide Operating System Management Advanced Services, Customer shall provide SunGard with ROOT or ADMIN security access.

c.    Operating System Management Enterprise Services. SunGard shall provide Operating System Management Enterprise Services for the number of enterprise class servers and partitions set forth in the Schedule. Enterprise class servers are servers that are configured with a SunGard-supported clustering technology and/or servers capable of running multiple OS instances on one hardware platform. OS instances are isolated from each other through logical (software/firmware) and/or physical (hardware) partitioning. Operating System Management Enterprise Services include: (i) Operating System Management Advanced Services; (ii) management of the separate partitions on the server; and (iii) management of SunGard-supported clustering technology as set forth in the Services Guide. In order for SunGard to provide Operating System Management Enterprise Services, Customer may be required to provide the appropriate management console (hardware and software) to manage the servers with logical and/or physical partitions.

5.    Application Services. For all Services(s) listed in this Section, Customer shall place Customer-provided Equipment and Customer-provided Software under a valid maintenance contract with the original equipment/software manufacturer for 24x7x365 support with four (4) hour onsite response time. In the event that Customer elects to contract for an application license under SunGard’s Software Licensing Services (as defined herein), SunGard shall provide a valid maintenance contract for the application license with the original software manufacturer. If Customer elects to contract for maintenance services with a vendor other than the original software vendor, Customer is responsible for all issues arising as a result thereof and associated obligations. In order to be eligible for Application Services, Customer must contract for Operating System Management Advanced or Enterprise Services, Data Back-up Services (as defined herein) or Vaulting Services - Restoration Support Option (as defined herein), and provide a minimum of two (2) dedicated network interfaces per physical server for connectivity to SunGard’s back-up and management networks.

b.    Managed Database Services. SunGard shall provide Managed Database Services for the number of servers and instances set forth in the Schedule. Managed Database Services include: (i) Advanced Monitoring Services - Database (defined herein); (ii) the initial database build on the server; (iii) database software patch maintenance and tracking including one (1) version upgrade per contract year, if available from the database

vendor, and upon Customer request; (iv) resolution of detected database failures; (v) table compaction or reorganization upon Customer request; (vi) database configuration changes upon Customer request; and (vii) management of database security access in accordance with Customer-provided written specifications. In addition to the specific Services defined above for Managed Database Services, if Customer also contracts with SunGard for Data Back-up Services, SunGard will define and implement database back-up and restore methodology.

f.    Application Support - System Utility Services. SunGard shall provide Application Support - System Utility Services for the application(s) set forth in the Schedule. Application Support -System Utility Services include: (i) installation of releases, maintenance uplifts and patches upon Customer request; (ii) one (1) version upgrade per contract year, if available from utility software vendor and upon Customer request; (iii) resolution of detected utility software failures reported by Customer or detected by SunGard; (iv) utility software configuration changes upon Customer request; and (v) management of ROOT security access, if applicable to the utility. This Service is only available for servers under contract with SunGard for Server Services (as defined herein) and utility applications currently supported by SunGard as set forth in the Services Guide.

1.    Network services include those network services and Internet Access Services (as defined below) set forth in the Schedule and as described below (“Network Services”). Network Services are only available to a customer who has subscribed to other Service(s) under this Exhibit. The Network Services set forth in the Schedule shall be made available to Customer on an exclusive, 24-hour, 7-day per week basis (excluding downtime attributable to previously scheduled routine and preventative maintenance). All circuits will be connected between the entry point on the SunGard network, as designated and coordinated by SunGard (“Point of Presence”), and the Designated SunGard Facility set forth in the Schedule. If selected on a Schedule, SunGard shall provide connectivity between the Customer location set forth in the Schedule to the Point of Presence.

2.    Internet access services provide Customer with access to the Internet from the Designated SunGard Facility set forth in the Schedule (“Internet Access Services”). The Internet is not owned, operated or managed by, or in any way affiliated with, SunGard or any of SunGard’s affiliates. The Internet is an international computer network of both Federal and non-Federal inter-operable packet switched data networks. SunGard cannot and does not guarantee that the Internet Access Services will provide Internet access that is sufficient to meet Customer’s needs. Customer agrees that its use of the Internet is solely at its

own risk and is subject to all applicable local, state, national and international laws and regulations (“Applicable Laws”). Customer represents and warrants that it will comply with all Applicable Laws in its use of the Internet Access Services.

3.    Customer hereby acknowledges receipt of SunGard’s Network Policies and agrees to comply with such Policies at all times while utilizing the Network Services. Customer acknowledges that SunGard may from time-to-time revise its Network Policies, which revisions will be communicated to Customer by posting on the Portal or via email notification. Customer also acknowledges that a breach of any of the Network Policies may result in the termination of the Network Services if any such breach is not cured within twenty-four (24) hours of SunGard’s written notice of such breach to Customer. SunGard shall have no liability to Customer for any restriction or termination of the Network Services pursuant to Customer’s violation of the Network Policies.

4.    Network addresses assigned from a SunGard IP network block are non-portable. Network space allocated to Customer by SunGard must be returned to SunGard in the event Customer discontinues Internet Access Services as defined in this Exhibit for any reason, or upon expiration or cancellation of the Schedule.

5.    Managed Internet Access Services. Managed Internet Access Services provide Customer with a dedicated IP connection of Committed Bandwidth Tier Level (as defined in the Schedule) as selected by Customer. Customer can contract to burst above the selected Committed Bandwidth Tier Level up to the Burstable Limit set forth in the Schedule (“Incremental Burstable Limit”), subject to available bandwidth on SunGard’s network. Customer’s selected Committed Bandwidth Tier Level as well as the associated Incremental Burstable Usage Fees are specified in the Schedule. Customer’s monthly billing is based on the Committed Bandwidth Tier Level and the actual level of sustained burstable usage (“Burstable Usage”). An Incremental Burstable Usage Fee will be charged for each Mbp(s) exceeding the contracted Committed Bandwidth Tier Level. All Incremental Burstable Usage Fees are invoiced monthly in arrears. Customer’s Burstable Usage level is determined by traffic samples taken every five (5) minutes over the course of a month. The traffic samples are ranked from highest to lowest with the top Eve-percent (5%) discarded to account for temporary traffic bursts. The level at which 95% of the samples fall, will be the Customer’s Burstable Usage for that month and will determine the Customer’s total Incremental Burstable Usage Fees. Burstable Usage will be determined based upon Customer’s utilization data as maintained by SunGard_ In addition, Managed Internet Access Services include domain name administration services for up to ten (10) primary and/or secondary Customer domain(s).

7.    Dedicated Transport Services. SunGard shall provision third party telecommunications circuit(s) for Customer as set forth in the Schedule. Dedicated Transport Services include: (i) provisioning and installation of dedicated SunGard or third party circuit(s); and (ii) port connections from SunGard’s

network distribution center to the Equipment situated in the Space.

9.    Managed Load Balancing Services. SunGard shall provide Managed Load Balancing Services for the number of load balancer devices within a single Designated SunGard Facility as set forth in the Schedule. Managed Load Balancing Services include: (i) Equipment Management Services (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) load balancer policy configuration upon Customer request; (iv) resolution of load balancer problems; and (v) Hardware Installation Services (as defined herein).

11.  LAN Services. SunGard shall provide LAN Services for the number of LAN devices within a single Designated SunGard Facility as set forth in the Schedule. LAN Services include: (i) Equipment Management Services (as defined herein); (ii) Advanced Monitoring Services - Device (as defined herein); (iii) LAN device configuration upon Customer request; (iv) resolution of LAN device problems; and (v) Hardware Installation Services as defined herein.

D.   STORAGE SERVICES

1.    SAN Services. SunGard shall provide storage area network services (“SAN Services”) for the amount of storage in gigabytes (“GB”) or terabytes (“TB”) and in association with the specific servers (target servers) set forth in the Schedule. SAN Services include: (i) initial installation of connectivity between the storage device and target server(s) each located at the Designated SunGard Facility; (ii) initial allocation and configuration of storage units to target servers in accordance with the SunGard-supplied and Customer completed design requirements form; and (iii) problem resolution related to storage connectivity and storage device. If Customer has contracted for Server Services (as defined herein) for the target servers, then SAN Services shall also include: (i) the initial installation and configuration of path management software, if applicable; (ii) installation of storage management software and related device driver software on the target servers; (iii) application of maintenance changes; and (iv) problem resolution of path management software, storage management software and related device driver software. Alteration of the storage allocations, the number of connections, the number of target servers, or hardware and software replacements, will require a modification or upgrade to the affected Schedule prior to any of these additional services being rendered by SunGard. SAN Services do not include installation or support for volume management or volume replication software.

a.    Shared SAN Services. If SAN Services are provided through the SunGard shared SAN, the Services include: (i) monitoring and maintenance of SAN performance and capacity utilization; (ii) SAN capacity upgrades; and (iii) maintenance services for the storage device. Shared SAN Services products are referenced in the Schedule as Shared Primary Disk RAID protected as set forth in the Schedule. In

order for SunGard to provide Shared SAN Services, Customer must provide server(s) that each contain two (2) SunGard supported Host Bus Adapters, as specified in the Services Guide.

b.    Dedicated SAN Services. If SAN Services are provided through dedicated and/or Customer-provided storage devices, the Services shall include Equipment Management Services (as defined herein) for the associated storage devices. Customer acknowledges that the specifications for the design of the SAN must include IP network connectivity to the hardware, software and network components of the SAN in order for SunGard to provide Equipment Management Services to Customer through SunGard’s management network. In order for SunGard to provide Dedicated SAN Services for Customer-provided storage devices, Customer must (i) provide SunGard with the appropriate system access and management console (hardware and software) to manage the storage devices; and (ii) contract with the original Equipment manufacturer for the installation and configuration of the storage devices.

Dedicated SAN Services are only available for SunGard supported storage and network devices, servers, and adapters, as specified in the Services Guide, are utilized in the solution. SAN Services do not include installation or support for volume management or volume replication software.

2.    Data Back-up Services.

b.    *

c.    *

d.    *

3.    Vaulting Services.

a.    General, Provisions Applicable to Vaulting Services. Vaulting Services provide for access to centralized off-site automated disk-to-disk back-up data protection and restoration capability at the Designated SunGard Facility specified in the Schedule (“Vaulting Services”). Physical access to servers in the Designated SunGard Facility where the Vaulting Services are provided shall be in a secure environment requiring badge access and shall be limited to SunGard employees and contractors, SunGard shall provide Customer with Vaulting Services for the amount of committed storage set forth in the Schedule in GB or TB. Customer is responsible for (i) securing and maintaining telecommunication services or contracting with SunGard for Network Services to facilitate the connectivity between the source location and the Designated SunGard Facility; (ii) any communication costs associated with the connection between source and the Designated SunGard Facility; and (iii) payment of any excess usage charges for prior

month(s). Customer acknowledges that there will be an additional charge assessed for the Vaulting Services for each GB or TB used by Customer in excess of the storage capacity specified in the Schedule based on the excess usage fee charge set forth in the Schedule. Additional installation fees and any other ancillary service fees are billed on a one time basis and are due in accordance with the terms of the Master Agreement.

To facilitate the transfer or restoration of large amounts of Customer’s data transmitted to the Designated SunGard Facility rather than using a network based connection, a removable disk-based storage device option can be requested from SunGard. Customer’s data will be copied onto the removable storage device and the device will be shipped to the Customer specified address. Daily rental fees will be charged by SunGard for Customer’s use of the device. The removable disk-based device can also be purchased from SunGard. Customer is responsible for all costs related to the shipping of the storage device(s) and risk of loss of the storage device(s) passes to Customer upon shipment from the SunGard location. If Customer elects this option for data retrieval, Customer must identify the size of the storage device and the appropriate interface type, either Universal Serial Bus (USB) or Firewire.

Unless otherwise set forth in the Schedule, Customer is responsible for: (i) the execution of regular back-ups using the Customer selected and SunGard supported vaulting software and to report any errors in executing such back-ups promptly via the portal; and (ii) completing a successful back-up. If Customer cannot demonstrate that a successful back-up was completed, SunGard will, as an accommodation to Customer, use reasonable efforts to assist Customer in restoration activities, if requested.

b.    Restoration Support Option.    If contracted for by Customer on the Schedule, SunGard shall provide Vaulting Services - Restoration Support Option as an additional service to the Vaulting Services (defined herein) for the number of servers or partitions set forth in the Schedule. Vaulting Services - Restoration Support Option includes: (i) installation of vaulting software on target servers; (ii) configuration of daily back-up and retention schedules in accordance with Customer design requirements form; (iii) execution of daily back-up schedules; (iv) file restore upon Customer request. If Customer subscribes to Application Services (as defined herein), SunGard will also define and implement Application back-up and restore methodology as part of the Application Services. If Customer does not contract with SunGard for Application. Services (as defined herein) then Customer is responsible for the back-up and restoration methodology to be utilized for application(s). In order to be eligible for Vaulting Services - Restoration Support Option, Customer must contract for Vaulting Services (defined herein), Server Services (defined herein) and Restoration Services for Managed IT Services (as defined in the Exhibit for Restoration Services), where SunGard is responsible for the restoration of the servers based on the contracted-for Services.

c.    SunGard-Provided Third Party Software. Customer acknowledges that SunGard’s delivery of the Vaulting Service involves a SunGard-contracted third party vendor, and with respect to the limitation of liability and Customer

indemnification obligations contained in the Master Agreement, SunGard’s third party vendor shall be deemed “SunGard”. As part of delivering the Vaulting Services, Customer shall install and/or configure SunGard-provided third party vendor software (“Third Party Software”) on Customer’s Equipment subject to the terms and conditions contained in the Third Party Software vendor’s license agreement (“Click-wrap Terms”). Customer shall be directly liable to the Third Party Software vendor for breach of any of the terms or conditions of the Click-wrap Terms. SunGard may perform such installation or configuration on behalf of Customer, and in such event, (a) Customer shall be deemed for all purposes to have taken such actions and agreed to the Click-wrap Terms, and (b) Customer shall be directly liable to the Third Party Software vendor for any breach of Click-wrap Terms. All rights not specifically granted to Customer herein are expressly reserved for the Third Party Software vendor. The Third Party Software and all intellectual property rights therein are the exclusive property of SunGard’s third party vendor.

Upon termination or expiration of the Vaulting Services for any reason, all license rights in Third Party Software, as defined herein, will immediately terminate and Customer must: (i) discontinue all use of the Third Party Software; (ii) erase all copies of the Third Party Software from Customer’s Equipment; and (iii) return any Third Party Software media, manuals or access keys to SunGard within 30 days or certify in writing to SunGard that it has fully complied with these requirements.

E.    REPLICATION SERVICES

F.    SECURITY SERVICES.

1.    Managed Firewall & VPN Services. SunGard shall provide Managed Firewall Services for the number of firewalls set forth in the Schedule and five (5) Virtual Private Network (VPN) tunnels for each firewall, Managed Firewall & VPN Services include: (i) Equipment Management Services (as defined herein); (ii) Standard Monitoring Services (as defined herein); (iii) firewall configuration based on Customer’s written specifications; (iv) resolution of firewall problems; (v) Hardware Installation Services (as defined herein); (vi) LAN Services (as defined herein) for a SunGard-provided production switch; and (vii) firewall log reports available to Customer at the Portal and are retained for 90 days. If Customer subscribes to dual firewalls per device (Le. router, server etc.), SunGard shall provide dual firewall devices configured to provide redundancy should one of the firewalls fail to operate.

2.    Managed Intrusion Protection Services.

a.    Managed Intrusion Detection Services (IDS). SunGard shall provide IDS as set forth in the Schedule as Network IDS and/or Host IDS. For Network IDS, the Services are provided for the number of IDS appliances and network segments as set forth in the Schedule. If multiple network segments are to be monitored, the network architecture must support VLAN tagging or one Ethernet interface per network segment being

monitored. For Host IDS, the Services are provided for the number of servers as set forth in the Schedule. IDS includes: (i) Hardware Installation Services (as defined herein); (ii) installation and configuration of IDS software; (iii) configuration of IDS rules; (iv) resolution of IDS configuration problems; (v) signature file, appliance and management; (vi) 24x7x365 intrusion monitoring and notification to Customer of detected alerts based upon manufacturer or Customer approved settings; and (vii) intrusion reports available to Customer at the Portal and retained for 90 days.

b.    Managed Intrusion Prevention Services (IPS). SunGard shall provide IPS as Network IPS and/or Host IPS for the number of appliances or servers set forth in the Schedule. IPS includes: (i) Hardware Installation Services (as defined herein; (ii) installation and configuration of IPS software; (iii) network traffic monitoring 24x7x365; (iv) detection of attempted intrusions and server misuse consisting of traffic abnormalities and/or pre-defined known attack signatures; (v) a monthly report of IPS incidents; and (vi) configuration of IPS rules. For in-line IPS solutions where the network traffic passes directly through the appliance, the appliance will be configured to monitor and automatically filter attacks based on a predefined list of threats and vulnerabilities. Customer understands and acknowledges that the device(s) utilized to provide the IPS make decisions to drop packets based upon Customer’s selected criteria and that a packet may generate a “false positive” and be dropped, possibly disrupting valid network activity.

3.    Managed Vulnerability Protection Services. SunGard shall provide Managed Vulnerability Protection Services for the number of IP addresses set forth in the Schedule. Managed Vulnerability Protection Services are delivered over the Internet to scrutinize Customer’s Internet facing devices for security vulnerabilities. Managed Vulnerability Protection Services: (i) identify visible perimeter and/or network devices and map underlying Customer network devices that are accessible from the Internet and provide information about each device; (ii) characterize devices as access gateways, routers, or other types of equipment, by machine type and operating system; (iii) provide information, such as machine names, and where possible, identifying information about private networks and intranets; and (iv) identify common TCP/IP services, such as HTTP servers, SMTP servers, and telnet or SSH servers. Scans can be conducted either monthly or quarterly (as set forth in the Schedule) on a date that is mutually agreed to between the parties. Customer will be provided with a report which includes a summary of the security of the network devices, including summary information about the scan, general network information, specific host information, a list of detected vulnerabilities and an executive overview that provides a global view of the security level of all networks and IP addresses.

G.    MONITORING SERVICES

Monitoring Services include: (i) the implementation by SunGard of monitoring rules provided by Customer for the requested device(s), database(s), operating system(s) or website(s); (ii) 24x 7x365 monitoring of alerts generated by the monitoring system; and (iii) notification to Customer of monitoring alerts that may include a service impacting event (as defined in the Services Guide). Monitoring Services are provided within a measurement period (“Polling Period”) whereby the monitoring system detects resource availability and resource utilization. There may be occasions when monitored resources reset completely within the Polling Period and therefore may not be monitored during such reset period. In the event there is more than one instance or partition of an operating system or application running on a monitored device or server, then the SunGard monitoring “unit” is per instance instead of per device or server.

1.    Standard Monitoring Services. SunGard shall provide Standard Monitoring Services for the number of devices and servers set forth in the Schedule. Standard Monitoring Services include the detection of the failure of a device(s) and/or server(s) to respond. The frequency of the polling of devices and/or server(s) will be every five (5) minutes. Standard Monitoring Services also include a TCP/UDP port monitor, as applicable, to verify that a connection can be made to the network port.

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3.    Advanced Monitoring Services - Operating System.  SunGard shall provide Advanced Monitoring Services - Operating System for the number of servers and the number of operating system partitions set forth in the Schedule. Advanced Monitoring Services -Operating System include: (1) the provision and installation of a monitoring agent; (ii) the monitoring of CPU, memory, and system disk utilization; and (iii) the monitoring of IP port availability. The frequency of polling will be every five (5) minutes.

4.    Advanced Monitoring Services - Web. SunGard shall provide Advanced Monitoring Services - Web for the number of instances of Customer’s software set forth on every server (“Customer Instances”). Advanced Monitoring Services - Web include: (i) provisioning and installation of a monitoring agent (ii) monitoring of Customer specified web server specific services or processes (i.e. DLLhost, InetInfo, and www service); (iii) system level web server logs; (iv) web server performance metrics, such as users and connections; and (v) the detection of HTTP error codes as described in the Services Guide and URL failure to respond to an HTTP GET request within a specified threshold. The frequency of the polling of URLs will be every five (5) minutes.

5.    Advanced Monitoring Services - Device. SunGard shall provide Advanced Monitoring Services - Device for the number of devices set forth in the Schedule. Advanced Monitoring Services -Device include: (i) the monitoring of device CPU, memory, physical hardware and environmental components (i.e. temperature, voltage, power supply failure, fan failure); and (ii) Wide Area Network interface utilization, as applicable. The frequency of the polling will be every five (5) minutes.

H.    PROBLEM RESOLUTION

1.    Detection, Notification and Diagnosis.    As further described in the Service Guide, within fifteen (15) minutes of SunGard’s first determination that there has been a Service impacting event, SunGard will notify Customer of the problem (unless SunGard was first notified by Customer). If the service impacting event is associated with a device(s) for which Customer has contracted with SunGard for Equipment Management Services, then SunGard shall immediately engage then-available technical support to assist in problem diagnosis. If the appropriate technical support resource has not been assigned to problem analysis within fifteen (15) minutes of problem determination, escalation to the next level of Technical Services Management (as defined in the Services Guide) occurs, culminating with escalation of the problem to the Vice President of Operations at the Designated SunGard Facility in accordance with SunGard’s standard operational procedures.

2.    Resolution of Service Impacting Event.  As necessary, following the detection and notification to Customer of a Service impacting event associated with a device for which Customer has contracted with SunGard for Equipment Management Services, if the problem has resulted in a Service outage, SunGard will continue to escalate the problem internally until the Service is restored. If the Service is not restored within thirty (30) minutes of determination, escalation to the Technical Services Manager and Customer Service occurs. If the Service is not then restored within sixty (60) minutes, escalation to the Technical Services Director occurs. If the Service is not then restored within ninety (90) minutes, escalation to Vice President of Operations occurs. SunGard shall provide continuous support to Customer in accordance with the terms of the Master Agreement for problem resolution until the Service has been restored. As necessary, SunGard shall coordinate with the applicable maintenance vendor to facilitate resolution of the issue.

I.    EXPIRATION/CANCELLATION OF SCHEDULE AND TRANSITION SERVICES

1.    Upon expiration/cancellation of a Schedule to this Exhibit for any reason other than due to an uncured material breach by Customer, and provided Customer is not in default of its payment obligations under the applicable Schedule, SunGard shall provide Customer with reasonable transition services and information and documentation that reasonably may be needed by Customer in connection with the orderly and expeditious

transition of the Services (“Transition Services”). The Transition Services shall be provided for a period of up to one hundred twenty (120) days, provided Customer continues to make timely payments of the Monthly Fees attributable to all Schedules to the Master Agreement

2.    Upon the expiration/cancellation of a Schedule to this Exhibit for any reason SunGard shall delete all Customer data residing on SunGard-provided Equipment

J.    SERVICE LEVEL COMMITMENTS

The following subsections define the criteria for the Services and the compensation in the form of credit(s) for which Customer is eligible in the event that the defined criteria was not met for the Service.

1.    Internet Access Availability.

2.    Latency.

3.    Packet Delivery.

4.    Power.

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13. Software Failure. Customer acknowledges that SunGard is not the developer of any of the Software product(s) used to provide the Services hereunder. In the event of a Software Failure, if in the reasonable discretion of SunGard and Customer, such Software Failure cannot be cured and it at the time of such failure no other functionally equivalent Software

compatible with the Equipment is commercially available, Customer shall have the right to immediately terminate the applicable Schedule without penalty to either party. SunGard shall not be liable to Customer or any third party for any damages with respect to such termination.

14. Use of Subcontractors. As of the Effective Date of the Master Agreement, SunGard represents that the following Managed Services do not involve any direct SunGard third party contractors:

Notwithstanding the foregoing representation, Customer acknowledges that such Services involve third party hardware and software. The above representation is valid solely as of the Effective Date of the Master Agreement and, in the event that Customer elects to enter Schedules for Managed Services subsequent to the Master Agreement Effective Date, Customer may request and SunGard shall provide updated representations each as required under Section 4(h) of the Master Agreement.

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