"Activation Date" as defined in Section 6 of the General Terms.

"Activation Notice" means, the notice delivered in connection with the activation of each MCU of capacity purchased hereunder, in the form of Schedule 5 hereto.

"Actual Availability Date" as defined in Section 6 of the General Terms.

"Annual Maintenance Cost Payment" means, with respect to each MCU of Committed Capacity, the amount determined pursuant to Paragraph D of the Specific Terms and Section 8 of the General Terms, which amount is payable by Purchaser to Grantor pursuant to Section 8 of the General Terms.

"Anticipated Availability Date" means, with respect to any MCU of Capacity on a Traffic Connection to be purchased by the Purchaser hereunder, the date set forth pursuant to Paragraph F of the Specific Terms.

"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Bermuda, New York City or the United Kingdom are authorized or required to close.

"Capacity" means capacity available on the Global Crossing Network.

"Carrier Party" means any entity authorized or permitted under the laws of its respective country to acquire and use facilities for the provision of international telecommunications services.

"Committed Capacity" means Capacity which the Purchaser has at any time agreed to purchase pursuant to Section 2(a) or 2(b) of the General Terms or any other provision of this Agreement.

"Customer Information Guide" means the manual which the Grantor and/or the Maintenance Company shall publish from time to time and which shall include, among other things, interconnection services ordering procedures.

"Delayed Availability Date" means, with respect to any Traffic Connection, the date that is the six-month anniversary of the Anticipated Availability Date for such Traffic Connection.

"Dollars" or "$" means United States dollars.

"Force Majeure" means any event or circumstance or combination of events or circumstances that is beyond the reasonable control of the party sought to be held liable, including, but not limited to, any: (i) delay in obtaining or failure to obtain any permit or governmental authorization, (ii) act of God or of the public enemy, (iii) action, or failure to act, of any governmental authority, (iv) war or warlike operations, (v) civil war or commotion, mobilization, military call-up and acts of similar nature, (vi) revolution, rebellion, sabotage, insurrection or riot, (vii) drought, fire, flood, lightning, epidemic or quarantine restriction, (viii) strike or other labor action, (ix) freight embargo, (x) unworkable weather, (xi) trawler or anchor damage, (xii) damage caused by other marine activity such as fishing, marine research or marine development, (xiii) failure or shortage of power supplies or general unavailability of any raw materials or components, (xiv) act or omission or transporters, (xv) act, or failure to act, of the Purchaser (in a case where the Grantor or the Maintenance Company is sought to be held liable), act, or failure to act of the Grantor (in a case where the Purchaser is sought to be held liable) or act, or failure to act, of any representatives or agents of the respective Parties or any of their respective affiliates (in a case where the other party is sought to be held liable).

"Global Crossing Network" means the fiber optic network comprised of the Systems, the Inland Capacity and the other fiber optic transmission capacity which Grantor and/or its affiliates may own or obtain (at their sole option) from another service provider, as more fully described on Schedule 3 to the Specific Terms of this Agreement, as such network may be expanded by the Grantor and its affiliates (at their sole option) from time to time.

"Grantor's Account" means the bank account of the Grantor maintained with City National Bank, 400 North Roxbury Drive, Beverly Hills, CA 90210, or such other account as the Grantor may designate to the Purchaser in writing. Wire instructions for the above-referenced account are as follows:

Account Number: 101-373-797

Bank Name: City National Bank

ABA No.: 1220-16066

Reference: Global Crossing USA Inc.

Any questions regarding wire transfers to the Grantor's Account should be directed to the attention of Ms. Sheila Hamilton at (310) 888-6105.

"Initial Annual Maintenance Cost Payment" as defined in Section 8 of the General Terms.

"Initial Payment" as defined in Section 3(a) of the General Terms.

"Inland Capacity" means capacity on a fiber optic telecommunications system which connects a System to an inland Point of Presence. The Inland Capacity relating to each System is described on Schedule 3 to this Agreement.

"Maintenance Company" means Global Crossing Network Center Ltd.

"Maintenance Company's Account" means the bank account of the Maintenance Company maintained with The Bank of Bermuda, Hamilton, Bermuda, or such other account as the Maintenance Company may designate to the Purchaser in writing. Wire instructions for the above-referenced account are as follows:

Citibank N.A.
111 Wall Street
New York, NY
FED ABA: 021000089
CHIPS ABA: 0008
S.W.I.F.T. Code: CITIUS33

For Credit to:
The Bank of Bermuda Limited
Hamilton, Bermuda
CHIPS UID: 005584
S.W.I.F.T. Code: BBDA BMHM

For Further Credit to:
Global Crossing Network Center Ltd.
Account Number: 1800-4749

Any questions regarding wire transfers to the Maintenance Company's Account should be directed to the attention of Ms. Grace Young at (441) 295-4000.

"Minimum Capacity Unit" or "MCU" means the unit measure of capacity to be purchased by the Purchaser on the Global Crossing Network. Unless otherwise specified in the Specific Terms, an STM-1 is designated as the MCU for purposes of this Agreement.

"Payment Date" means, with respect to each MCU of Capacity to be purchased by the Purchaser hereunder, the date on which the Purchaser pays the Grantor, in immediately available Dollars, the amount required to be paid by the Purchaser for such Capacity pursuant to Section 3(b) of this Agreement.

"Payment Due Date" means, with respect to each MCU of Committed Capacity, the Activation Date and, thereafter, on each January 1, April 1, July 1 and October 1.

"Points of Presence" means the points of presence of the Grantor and/or its affiliates on the Global Crossing Network. Traffic Connections terminate at the Points of Presence. Individually, each of the Points of Presence may be referred to herein as a "Point of Presence."

"Purchased Capacity" means the Capacity on the Traffic Connections as to which the Purchaser has paid the Purchase Price and has been granted an IRU in accordance with this Agreement.

"Purchase Price" means, with respect to each MCU of Committed Capacity, the amount set forth pursuant to Paragraph C of the Specific Terms and Section 3 of the General Terms, which amount is payable by the Purchaser to the Grantor pursuant to Section 3(b) of the General Terms.

"Requested Activation Date" means, with respect to any MCU of Committed Capacity, the date set forth pursuant to Paragraph E of the Specific Terms.

"Route" means, the Traffic Connection consisting of the Segments and Inland Capacity identified on the Activation Notice delivered with respect to each MCU purchased hereunder.

"System Interface" means the digital/optical input/output ports on the digital/optical distribution frame (including the digital/optical distribution frame, itself) where the basic system module connects with other transmission facilities or equipment.

"Systems" means the fiber optic cable systems set forth in Schedule 3 to the Specific Terms and any other fiber optic cable system that the Grantor (at its sole option) may designate as a "System" from time to time.

"Termination Date" as defined in Section 12(c) of this Agreement.

"Total Purchase Price" means the aggregate amount of purchase price payable by the Purchaser to the Grantor for any Committed Capacity (exclusive of any Annual Maintenance Cost Payments in respect of such Capacity).

"Traffic Connection" means "point-to-point" connectivity for telecommunications traffic between two Points of Presence. Capacity is or will be available on Traffic Connections between Points of Presence on the Global Crossing Network.

"US Capacity Purchase Agreement" means that certain Capacity Agreement, entered into as of the date hereof, pursuant to which the Purchaser shall acquire dedicated intra-United States circuit capacity from the Grantor for the transport of the Purchaser's telecommunications traffic.

(a) Purchase Obligation. The Purchaser hereby irrevocably and unconditionally (except as provided in Section 2(d) of the General Terms) agrees to purchase the MCUs of Initial Committed Capacity specified pursuant to Paragraph B of the Specific Terms hereof for the Purchase Price and on the other terms and conditions set forth in this Agreement.

(b) Additional Capacity. (i) At any time, so long as the Grantor determines that Capacity is available on the Global Crossing Network and so long as the Grantor and Purchaser have mutually agreed upon the applicable Purchase Price, Annual Maintenance Cost Payment and Requested Activation Date, the Purchaser may elect to purchase Capacity pursuant to this Agreement in addition to that provided for in Section 2(a) hereof.

(ii) The Purchaser and Grantor shall effect such election by (A) jointly executing and delivering a written Schedule 2A and (B) the Purchaser's paying the applicable Initial Payment pursuant to Section 3(a) to the Grantor's Account. Such Schedule 2A shall be deemed to be an irrevocable, unconditional agreement of the Purchaser (except as provided by Section 2(d) hereof) to (i) purchase the MCUs of Capacity specified therein for the Purchase Price specified therein (ii) pay the Purchase Price and Annual Maintenance Cost Payments specified therein when due, and (iii) comply with all other terms and conditions set forth in this Agreement.

(c) Condition to Grantor's Obligation; Notice of Actual Availability Date. The Grantor's obligation to grant an IRU in any MCU of Capacity allocated to a Traffic Connection hereunder is subject to the occurrence of the Actual Availability Date(s) of such Capacity. The Grantor will give the Purchaser at least thirty (30) days prior written notice of each estimated Actual Availability Date with respect to the Committed Capacity allocated to a Traffic Connection, which notice shall be accompanied by an invoice for the amount of Purchase Price due; provided, however, no prior written notice is required with respect to any applicable portion of the Committed Capacity allocated to a Traffic Connection if the Actual Availability Date for such portion of Capacity has already occurred or is estimated to occur within less than thirty (30) days after the execution of this Agreement.

(d) Condition to Purchaser's Obligation. The Purchaser's agreement to purchase any MCU of Committed Capacity allocated to a Traffic Connection as to which, at the time in question, an IRU has not been granted hereunder, shall terminate (unless the Purchaser requests an extension of time) if the Actual Availability Date for such Committed Capacity has not occurred by the later of the Delayed Availability Date and the Requested Activation Date. In such event, the Grantor shall refund all amounts of Initial Payment previously received from the Purchaser with respect to Committed Capacity as to which the Purchaser has not been granted an IRU. The Purchaser shall not be entitled to any other rights, remedies or damages, whatsoever, for the delay or non-occurrence of any Actual Availability Date.

(e) Grant of IRU. Effective on the Payment Date, the Grantor grants to the Purchaser, for the term set forth in Section 12 of this Agreement, an IRU in the Purchased Capacity for which payment has been made in accordance with Section 3(b) of this Agreement. Each purchase and grant of an IRU takes place in the United States.

(f) Quiet Enjoyment. So long as no event has occurred which entitles the Grantor to suspend service under this Agreement, the Purchaser shall be entitled to the quiet enjoyment and use of the rights granted hereunder free from interference by any person claiming through the Grantor, such as the Grantor's lenders.

(g) Additional Agreements. The Grantor's obligation to grant an IRU in any Capacity hereunder is subject to the receipt of such additional documents, instruments or certificates from the Purchaser as are reasonably required to consummate the transactions contemplated by this Agreement; provided, however, that no such additional agreement shall materially alter or amend the terms and conditions of this Agreement

(a) Initial Payment. Within three (10) Business Days after the date of this Agreement, in the case of the Initial Committed Capacity and, in the case of any Additional Committed Capacity, on the date the Purchaser elects to commit to purchase it in accordance with Section 2(b) of this Agreement, the Purchaser shall make an initial payment to the Grantor's Account, in immediately available Dollars, in an amount equal to 10% of the Total Purchase Price of such Committed Capacity (in each case, the "Initial Payment"). Each Initial Payment shall be non- refundable (except as provided in Section 2(d) of this Agreement) and shall be credited, pro rata, toward the payment of the Purchase Price for each MCU of Committed Capacity with respect to which it was paid.

(b) Payment of Purchase Price. In exchange for the IRU interest granted pursuant to this Agreement in any MCU of Purchased Capacity, the Purchaser shall, on or before each Payment Due Date, pay to the Grantor's Account, in immediately available Dollars, an amount equal to the Purchase Price for the MCUs of Purchased Capacity to be purchased on such date, less the amount of any Initial Payment to be credited to such Purchase Price pursuant to Section 3(a). Each payment made under this Section 3(b) shall be non-refundable.

(a) Taxes. All payments made by the Purchaser under this Agreement shall be made without any deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority (collectively, "Taxes"). If the Purchaser is or was required by law to make any deduction or withholding from any payment due hereunder to the Grantor or the Maintenance Company, then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by the Purchaser to the Grantor or the Maintenance Company, as applicable, will be increased so that, after any such deduction or withholding for Taxes, the net amount received by the Grantor or the Maintenance Company, as applicable, will not be less than the Grantor or the Maintenance Company, as applicable, would have received had no such deduction or withholding been required. If any taxing or governmental authority asserts that the Purchaser should have made a deduction for withholding for or on account of any Taxes with respect to all or a portion of any payment made hereunder, the Purchaser hereby agrees to indemnify the Grantor or the Maintenance Company, as applicable, for such Taxes and to hold the Grantor or the Maintenance Company, as applicable, harmless on an after-tax basis from and against any Taxes, interest or penalties levied or asserted against them in connection therewith.

(b) The Purchaser shall be responsible for and shall pay any applicable value added taxes or other federal, state or local sales, use, excise, privileged gross receipts or other similar taxes, duties or charges imposed by any governmental authority in connection with the purchase of any Capacity hereunder. The payment of any such taxes, duties or charges will be in addition to the payment of the Purchase Price and the Annual Maintenance Cost Payments.

(a) On the Activation Date, the Grantor will have the right to use and provide the Purchased Capacity to the Purchaser.

(b) The Grantor and its affiliates shall have full and complete control, authority and responsibility for determining any network and system configuration or designs or changes therein, network and system upgrades, routing configurations or rearrangement and all related functions with regard to the provision of Capacity to the Purchaser.

(c) The Purchased Capacity will be made available to the Purchaser at the applicable Points of Presence.

(d) Access connection services and service orders therefor shall be provided in accordance with this Agreement and the Customer Information Guide.

(a) The "Actual Availability Date" with respect to any Capacity on a Traffic Connection shall be the date on which the Traffic Connection is available for service.

(b) The Activation Date shall occur on the later of (i) the Actual Availability Date and (ii) the Requested Activation Date.

(a) Maintenance.

(i) The Grantor and the Maintenance Company jointly agree to use reasonable efforts to cause the Global Crossing Network to be maintained in efficient working order, using the Maintenance Company's standard maintenance procedures. The Grantor and the Maintenance Company may vary the technical parameters applicable to the Capacity so long as the quality of such Capacity is not adversely affected.

(ii) The Grantor, the Maintenance Company and their respective affiliates will have sole responsibility for negotiating, executing and administering contracts and all other aspects related to the construction, operation, maintenance and repair of the Global Crossing Network.

(iii) Should any condition exist in any portion of the Global Crossing Network that, in the judgment of the Grantor and the Maintenance Company, could impair the integrity of the Global Crossing Network, the Grantor and the Maintenance Company shall initiate and coordinate planned maintenance, which may include deactivation of such portion of the Global Crossing Network (or shall cause such action to occur) with respect to such portion of the Global Crossing Network. The Grantor or the Maintenance Company shall, to the extent reasonably practicable, advise the Purchaser in writing at least thirty (30) days prior to initiating a planned maintenance operation, of the timing and scope of such planned maintenance operation.

(iv) In the event of disruption of service due to Force Majeure or other emergency, the Grantor and the Maintenance Company shall cause service to be restored as quickly as reasonably practicable, and the Grantor and the Maintenance Company shall take such measures as are reasonably necessary to obtain such objective.

(b) Customer Care. The Grantor and the Maintenance Company jointly agree to perform or cause to be performed customary duties and responsibilities pertaining to a Network Administrator/Customer Care Center for the Global Crossing Network, as set forth in the Customer Information Guide.

(c) Rules, Regulations and Requirements. The Purchaser understands and agrees to abide by all rules, regulations and requirements set forth by each entity having rights in any portion of the Global Crossing Network, including, but not limited to, specifications, equipment and floor spacing.

(d) No Salvage Rights. Nothing contained in this Agreement shall be deemed to vest in the Purchaser any salvage rights in any portion of the Global Crossing Network.

(a) Annual Maintenance Cost Payments. The Purchaser shall be liable to pay an annual amount for each MCU of Capacity on a Traffic Connection purchased by the Purchaser hereunder equal to the Annual Maintenance Cost Payment for such Traffic Connection. The Purchaser shall pay to the Maintenance Company's Account, in immediately available Dollars, the Annual Maintenance Cost Payments for each MCU of Capacity in accordance with this Section 8.

(b) Definitions. For purposes of this Agreement:

(i) "Initial Annual Maintenance Cost Payment" means, with respect to each MCU of Capacity on a Traffic Connection purchased by the Purchaser, the annual amount equal to the amount set forth as such pursuant to Paragraph D of the Specific Terms for such Traffic Connection.

(ii) "Annual Maintenance Cost Payment" means, with respect to each MCU of Capacity on a Traffic Connection purchased by the Purchaser, for the calendar year in which the Activation Date occurs, the Initial Annual Maintenance Cost Payment. For each calendar year following the year in which the Activation Date occurs, the Annual Maintenance Cost Payment for each MCU of Capacity on a Traffic Connection will be the Initial Annual Maintenance Cost Payment. The annual amount payable in the year the Activation Date occurs will be reduced pro rata for the portion of the year prior to the Activation Date of a Traffic Connection.

(c) Payment Procedure. Payment of the Initial Annual Maintenance Cost Payment shall be due in the initial Payment Due Date. Payments of the Annual Maintenance Cost Payment for each MCU of Capacity on a Traffic Connection shall be due and payable quarterly in advance on each Payment Due Date, commencing with the first such Payment Due Date after the Activation Date of each such MCU. For any IRU granted between the Payment Due Dates, on the date of such grant the Purchaser shall make a proportional payment for the period from the date of such grant to the next succeeding quarterly payment date. Each payment made by the Purchaser hereunder shall be non-refundable.

(a) Invoices. The Grantor, the Maintenance Company or their respective authorized agents shall render invoices under this Agreement in Dollars, and the Purchaser shall pay such amount in Dollars. The Purchaser shall make all payments by means of a wire transfer to the Grantor's Account or the Maintenance Company's Account, as specified in this Agreement. The Purchaser shall make all payments required to be made pursuant to this Agreement, other than the Initial Payment which shall be made in accordance with the provisions of Section 3(a) hereof, on the later of (i) the date such payment is due and (ii) thirty (30) days after an invoice is issued by the Grantor or the Maintenance Company, as applicable.

(b) Default Interest. Any invoice rendered under this Agreement by the Grantor, the Maintenance Company or their respective agents which is not paid when due shall accrue interest at the annual rate of six percent (6%) above the one month LIBOR rate for the Dollar, as quoted in The Wall Street Journal on the first business day of the month in which such payment is due. Such interest shall accrue from the day following the date payment was due until it is paid in full. In the event that applicable law does not allow the imposition of "default interest" at the rate established in accordance with this Section 9(b), such "default interest" shall be at the highest rate permitted by applicable law. For purposes of this Section, "paid" shall mean that funds are available for immediate use by the Grantor or the Maintenance Company, as applicable.

(a) Purchaser. If the Purchaser fails to make any payment required by this Agreement or the US Capacity Purchase Agreement on the date that it is due, or if the Purchaser is otherwise in breach of this Agreement, and such payment default continues unremedied for a period of at least five (5) days or such other breach continues for a period of at least thirty (30) days, the Grantor, the Maintenance Company or their respective authorized agents, may notify the Purchaser in writing of such payment default or other breach and if full payment is not received, or such other breach is not fully remedied within fifteen (15) days of such notification, the Grantor and the Maintenance Company: (i) may suspend all service provided to the Purchaser hereunder (including suspending the Purchaser's right to use the Purchased Capacity), until such payment default or other breach has been cured (including payment of default interest, if any) and (ii) shall be entitled to pursue any and all rights and legal and equitable remedies, including its rights and remedies to enforce the Purchaser's obligations under this Agreement and the right to terminate or cancel this Agreement.

(b) Grantor. If the Grantor or the Maintenance Company is in breach of this Agreement and such breach continues for a period of at least thirty (30) days, the Purchaser may notify the Grantor or the Maintenance Company, as applicable, in writing of such breach and if such breach is not fully remedied within fifteen (15) days of such notification, the Purchaser shall, for so long as such breach continues, be entitled to pursue any and all rights and legal and equitable remedies, including its rights and remedies to enforce the Grantor's or the Maintenance Company's, as applicable, obligations under this Agreement.

(a) The Purchaser's operation of the Purchased Capacity and any equipment associated therewith shall be such as not to interrupt, interfere with, or impair service over any of the facilities comprising the Global Crossing Network, or impair privacy of any communications over such facilities, cause damage to plant or create hazards to employees, affiliates or connecting companies of the Grantor or the Maintenance Company, the Purchaser, or any other user, owner or operator of the Global Crossing Network or the public. The Purchaser shall bear the cost of any additional protective apparatus reasonably required to be installed because of the use of such facilities by the Purchaser, any lessees or permitted transferees of the Purchaser, or any customer or customers of the Purchaser or of any such lessee or transferee. The Grantor will use reasonable efforts to cause all other purchasers of capacity in the Global Crossing Network to undertake obligations comparable to those of the Purchaser set forth in this Section, and the Purchaser shall cause all permitted users of any of the Purchased Capacity to undertake comparable obligations. The Purchaser represents, warrants and covenants that its use of the Purchased Capacity shall comply with all applicable government codes, ordinances, laws, rules, regulations and/or restrictions and the terms of this Agreement.

(b) The Purchased Capacity shall be made available to the Grantor and the Maintenance Company (or their respective subsidiaries or agents), at such times reasonably agreeable to the Purchaser and the Grantor or the Maintenance Company, as applicable, to permit the Grantor or the Maintenance Company to conduct such tests and adjustments as may be necessary for such capacity to be maintained in efficient working order.

(c) (i) The IRU in any Purchased Capacity may terminate prior to the Termination Date, with respect to any System on the Global Crossing Network, on such date as the Grantor, the Maintenance Company and the holders of not less than 85% of Capacity on such System (the "Supermajority"), jointly elect to retire the system (an "Early Retirement") in accordance with the procedure set forth in Section 11(c)(ii). Any system which is retired early in accordance with this Section 11(c) shall hereinafter be referred to as a "Decommissioned System."

(ii) Early Retirement shall occur, with respect to any System, only upon the unanimous vote of each of (i) the Grantor, (ii) the Maintenance Company and (iii) the Supermajority.

(iii) Notwithstanding the foregoing, Early Retirement shall terminate the Parties' obligations under this Agreement only in connection with Capacity on such Decommissioned System, and this Agreement shall continue in full force and effect with respect to all other Capacity subject to this Agreement.

(a) This Agreement shall become effective as of the day and year set forth in the preamble to this Agreement and shall continue in effect until all IRUs granted hereunder have terminated, at which time this Agreement shall terminate.

(b) The termination of this Agreement (whether under this Section or otherwise) shall not relieve the Parties from any liabilities arising prior to such termination.

(c) The term of the IRU granted to the Purchaser in any Traffic Connection hereunder shall begin on the Activation Date and shall be comprised of a series of IRUs in the various Systems and other portions of the Global Crossing Network over which such Traffic Connection is routed, each of which IRUs shall have the respective duration extending to the applicable "Termination Date" set forth on Schedule 4 to the Specific Terms of this Agreement for such System or other portion of the Global Crossing Network. With respect to any portion of a Traffic Connection in which the term of the IRU is less than twenty-five (25) years from the time such System or other portion of the Global Crossing Network was put in service, the Grantor shall grant an IRU in such Capacity, at the option of the Purchaser, for the period between the expiration of such IRU and the twenty-fifth anniversary of the date such System or other portion of the Global Crossing Network was put in service for a cost to the Purchaser equal to the amount therefor set forth on Schedule 4 to the Specific Terms of this Agreement. The Purchaser shall effect such election by (A) delivering to the Grantor a written, irrevocable election notice stating that it wishes to extend the IRU in those portions of the Traffic Connection and (B) paying the applicable amount set forth in the preceding sentence to the Grantor's Account. A failure by the Purchaser to exercise its option under this Section 12(c) shall not relieve the Purchaser of its obligations with respect to the other portions of the affected Traffic Connection.

The performance of this Agreement by each Party hereto is contingent upon the acquisition, renewal and continuance of such approvals, consents, governmental authorizations, licenses and permits by such Party and its affiliates as may be required or reasonably deemed necessary by such Party for performance by such Party hereunder and as may be satisfactory to it. The parties shall use reasonable efforts to obtain, renew and continue, and to have renewed and continued, such approvals, consents, licenses and permits. No license under patents is granted by the Grantor or shall be implied or arise by estoppel in the Purchaser's favor with respect to any apparatus, system or method used by the Purchaser in connection with the use of the capacity granted to it hereunder.

Neither the Grantor, the Maintenance Company nor any of their respective affiliates represents, warrants, covenants or guarantees that the Actual Availability Date for any Traffic Connection or the completion of any System will occur and the Grantor, the Maintenance Company and its affiliates will have no obligation under this Agreement or otherwise unless and until the applicable Availability Date occurs. UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT, ANY WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

(a) In no event shall the Purchaser, the Grantor, the Maintenance Company or any of their respective affiliates be liable to any party for consequential, incidental, indirect or special damages, including, but not limited to, loss of revenue, loss of business opportunity, or the costs associated with the use of external restoration facilities, including, without limitation, for any loss or damage sustained by reason of the unavailability of, or any failure in or breakdown of the Global Crossing Network, any System, any Traffic Connection, any portion thereof or the facilities associated with the Global Crossing Network, the failure of any inland carrier to perform the terms and conditions of any agreement to which it and the Purchaser are parties or for any interruption of service, whatever the cause and however long it shall last.

(a) The parties hereto shall endeavor to settle amicably by mutual discussions any disputes, differences or claims, whatsoever, related to this Agreement.

(b) Failing such amicable settlement, any controversy, claim or dispute arising under or relating to this Agreement, including, without limitation, the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association ("AAA"). There shall be three (3) arbitrators (the "Arbitration Tribunal"), the first of which shall be appointed by the claimant in its notice of arbitration, the second of which shall be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which shall be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter, failing which such third arbitrator will be appointed by the AAA within thirty (30) days. The language of the arbitration shall be English. The Arbitration Tribunal shall issue a written opinion and will not have authority to award punitive damages to either party. Each party shall bear its own costs and expenses, but the parties shall share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement shall be enforceable, any arbitration award shall be final and judgment thereon may be entered in any court of competent jurisdiction. The arbitration shall be held in New York, NY, USA.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

The parties hereto acknowledge that this Agreement is commercial in nature, and each party hereto expressly and irrevocably waives any claim or right which it may have to immunity (whether sovereign immunity, act of state or otherwise) for itself, or with respect to any of its assets, in connection with an arbitration, arbitral award or other proceeding to enforce this Agreement, including, without limitation, immunity from service of process, immunity of any of its assets from pre- or post-judgment attachment or execution, and immunity from the jurisdiction of any court or arbitral tribunal.

The Parties acknowledge that to the extent any products, software or technical information provided under this Agreement are or may be subject to any applicable export laws and regulations, the Parties hereto agree that they will not use, distribute, transfer or transmit the products, software or technical information (even if incorporated into other products) except in compliance with such export laws and regulations (or licenses or orders issued pursuant thereto). If requested by and Party hereto the other Parties agree to sign all necessary export-related documents as may be required to comply therewith.

This Agreement shall not form a joint venture, partnership or similar business arrangement between the parties hereto, and nothing contained herein shall be deemed to constitute a partnership, joint venture or similar business arrangement.

This Agreement does not provide and is not intended to provide third parties (including, but not limited to, customers of the Purchaser, any permitted transferee of the Purchased Capacity or any other permitted user of the Purchased Capacity) with any remedy, claim, liability, reimbursement, cause of action, or any other right. Furthermore, the Purchaser acknowledges that it is not a third party beneficiary of any agreement entered into by the Grantor, the Maintenance Company or their respective affiliates, including, but not limited to, construction contracts or any contract for the operation or maintenance of the Global Crossing Network or any part thereof.

(a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b) The Grantor shall be solely responsible for complying with all of the terms binding on the "Grantor" hereunder and the Maintenance Company shall solely be responsible for complying with all of the terms binding on the "Maintenance Company" hereunder and shall not be permitted to assign, transfer or otherwise dispose of any or all of its right, title or interest hereunder or delegate any or all of its obligations hereunder to any person or entity except that the Grantor and the Maintenance Company shall be permitted to (i) effect a collateral assignment of their respective rights hereunder to one or more lenders to Grantor, the Maintenance Company or their respective affiliates and (ii) assign, transfer or otherwise dispose of any or all of their rights hereunder and delegate any or all of their obligations hereunder to any present or future affiliated company of the Grantor or the Maintenance Company or to an entity controlled by, under the same control as, or controlling, the Grantor or the Maintenance Company. The Grantor or the Maintenance Company shall give the Purchaser notice of any such assignment, transfer or other disposition or any such delegation.

(c) The Purchaser shall be solely responsible for complying with all of the terms binding on the "Purchaser" hereunder and shall not be permitted to assign, transfer or otherwise dispose of any or all of its right, title or interest hereunder (except for leases, licenses and transfers of the right to use Capacity to the extent permitted under Section 23(d) below) or delegate any or all of its obligations hereunder to any person or entity.

(d) (i) Subject to the limitations set forth in Section 23(d)(iii), the Purchaser may enter into one or more agreements to lease or license the right to use any Purchased Capacity, so long as all such leases or licenses with any particular lessee or licensee (including all affiliates thereof) involve, in the aggregate, less than one (1) MCU of Purchased Capacity;

(ii) Subject to the limitations set forth in Section 23(d)(iii), the Purchaser may transfer a right to use any Purchased Capacity to a Carrier Party, so long as all such transfers to any particular transferee (including all affiliates thereof) involve in the aggregate less than one MCU of Purchased Capacity;

(iii) The Purchaser may not enter into any arrangements to lease, license or transfer a right to use an aggregate (in any combination of such arrangements) of one or more MCUs of Purchased Capacity to any particular lessee, licensee or transferee (including all affiliates thereof).

(iv) No lease, license or transfer permitted by this Section 23(d) shall involve any delegation or other transfer of any of the Purchaser's obligations or liabilities hereunder. Each lessee, licensee and transferee of any right to use Purchased Capacity shall derive all of its rights solely through the Purchaser and such rights shall be enforceable solely against the Purchaser. No such lessee, licensee or transferee shall become a third party beneficiary of this Agreement or obtain any right, title or interest in, to or under this Agreement or the ability to enforce any provision hereof, nor shall any lessee, licensee or transferee thereof have any rights or claims against the Grantor or the Maintenance Company for any reason whatsoever. The rights of any lessee, licensee or transferee of a right to use any Purchased Capacity shall be subject and subordinate to all the terms of this Agreement (including the Grantor's and the Maintenance Company's right to suspend service in the event of a default by the Purchaser hereunder) and the Purchaser shall remain primarily liable hereunder for the performance of all the terms of this Agreement to the same extent as if such lease, license or transfer had not occurred. Any such lease, license or transfer agreement shall prohibit further assignment, transfer or other disposition of Purchased Capacity except in accordance with the terms of this Section 23.

(e) Only Carrier Parties which have acquired and hold the right to use one or more whole MCUs of Capacity shall be entitled to utilize the services of the Customer Care Center. Every entity which has the right to use one or more MCUs of Capacity shall promptly contact the Customer Care Center and provide all such information reasonably requested by the Customer Care Center.

(f) Any assignment, transfer or other disposition by any Party which is in violation of this Section 23 shall be null, void and of no force and effect.

Each notice, demand, certification or other communication given or made under this Agreement shall be in writing and shall be delivered by hand or sent by registered mail or by facsimile transmission to the address of the respective party as shown below (any change to the name, address and facsimile numbers may be made at any time by giving fifteen (15) days prior written notice in accordance with this Section.):

If to the Purchaser at the address set forth in the Specific Terms.

If to the Grantor:

Global Crossing USA Inc.

150 El Camino Drive

Suite 204

Beverly Hills, CA 90212

USA

Attn: President

Fax No.: (310) 281-4942

If to the Maintenance Company:

Global Crossing Network Center Ltd.

Wessex House

45 Reid Street

Hamilton HM12, Bermuda

Attn: President

Fax No.: (441) 296-8606

Any such notice, demand or other communication shall be deemed to have been received, if (i) delivered by hand, at the time of delivery, (ii) posted, at the expiration of seven (7) days after the envelope containing the same shall have been deposited in the post maintained for such purpose, postage prepaid, or, (iii) sent by facsimile, at the date of transmission if confirmed receipt is followed by postal notice.

If any provision of this Agreement is found by an arbitral, judicial, regulatory or other governmental authority having jurisdiction to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions shall continue in full force and effect.

The Paragraph and Section headings of this Agreement are for convenience of reference only and are not intended to restrict, affect or influence the interpretation or construction of provisions of such Section.

This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original. Such counterparts shall together (as well as separately) constitute one and the same instrument.

This Agreement supersedes all prior written or oral understandings between the Parties and, together with the Schedules and the Annexes hereto, constitutes the entire agreement with respect to the subject matter herein. This Agreement shall not be modified or amended except by a writing signed by authorized representatives of the Parties.

(a) The provisions of this Agreement and any non-public information, written or oral, with respect to this Agreement ("Confidential Information") will be kept confidential and shall not be disclosed, in whole or in part, to any person other than affiliates, officers, directors, employees, agents or representatives of a party (collectively, "Representatives") who need to know such Confidential Information for the purpose of negotiating, executing and implementing this Agreement. Each party agrees to inform each of its Representatives of the non- public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Section 29. Nothing herein shall prevent a party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any regulation of, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, (iv) to a party's legal counsel or independent auditors, (v) in the case of the Grantor and the Maintenance Company, to prospective lenders to the Grantor, the Maintenance Company or their affiliates, and (vi) to any actual or proposed assignee, transferee or lessee of all or part of its rights hereunder provided that such actual or proposed assignee agrees in writing to be bound by the provisions of this Section 29.

(b) The foregoing shall not restrict either Party from publicly announcing that it has entered into this Agreement with the Parties. Notwithstanding the foregoing, no such public announcement shall be permitted to include any details contained in this Agreement.