manifesting or shipping services through non-carrier retail shipping locations; provided, however, that: (A) the Company may provide listings of carrier drop-boxes or carrier-owned counter drop-off locations specific to a particular carrier (including, without limitation, locations within retail establishments) on the Company Site, provided that such listings do not include retail shipping locations, including UPS authorized shipping outlets, FedEx authorized shipping centers and other commercial mail receiving agencies; and (B) the Company may enter into any such agreement or arrangement so long as MBE is given advance written notice of such agreement or arrangement and such agreement or arrangement prohibits the use of the Manifest or any Company Technology to manifest or ship packages for retail customers and provided further that Company terminates service to any such entity that uses the Manifest or any Company Technology to serve retail customers. (ii) MBE shall not enter into any agreement or arrangement with any provider of an online or Internet-based manifest system other than the Company. (iii) The Company may, at its option, terminate the exclusivity provisions set forth in this Section 3(d) [Exclusivity] upon the occurrence of any of the following events: (A) MBE ---------- * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. -5- and all MBE Centers together fail to ship at least [***]* packages --- manifested by the Service in any period of three (3) full months commencing on the earlier of (x) March 1, 2000, and (y) the use of the Service to manifest packages by at least [***]* MBE Centers (other than any such --- failure which is directly caused by an event of force majeure (as set forth in Section 18(e) [Force Majeure] or by the failure of the