10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004,

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-29375

SAVVIS COMMUNICATIONS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	43-1809960
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

1 SAVVIS PARKWAY

TOWN & COUNTRY, MISSOURI 63017

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

(314-628-7000)

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

COMMON STOCK, $0.01 PAR VALUE – 114,493,156 SHARES AS OF NOVEMBER 9, 2004

(INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES

OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE)

The Index of Exhibits appears on page 36.

1

SAVVIS COMMUNICATIONS CORPORATION

TA BLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Page 3	Item 1.	Financial Statements:
Page 3		Condensed Consolidated Balance Sheets as of September 30, 2004 (unaudited) and December 31, 2003
Page 4		Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and September 30, 2003
Page 5		Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and September 30, 2003
Pages 6-7		Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the period December 31, 2003 to September 30, 2004
Page 8		Notes to Unaudited Condensed Consolidated Financial Statements
Page 22	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Page 35	Item 3.	Quantitative and Qualitative Disclosures about Market Risk.
Page 35	Item 4.	Controls and Procedures.
PART II—OTHER INFORMATION
Page 36	Item 1.	Legal Proceedings.
Page 36	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
Page 36	Item 3.	Defaults Upon Senior Securities.
Page 36	Item 4.	Submission of Matters to a Vote of Security Holders.
Page 36	Item 5.	Other Information.
Page 37	Item 6.	Exhibits.
SIGNATURES

2

PART I—FINANCIAL INFORMATION

ITEM 1. FIN ANCIAL STATEMENTS.

CONDENSED C ONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)	September 30, 2004			December 31, 2003
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	53,398		$	28,173
Trade accounts receivable, less allowance for doubtful accounts of $4,478 and $1,162 in 2004 and 2003, respectively		46,641			11,305
Prepaid expenses		11,893			2,467
Other current assets		6,159			2,682
TOTAL CURRENT ASSETS		118,091			44,627
Property and equipment, net		278,539			59,357
Restricted cash		—			7,843
Intangibles, net		16,887			4,898
Other non-current assets		9,501			7,898
TOTAL ASSETS	$	423,018		$	124,623
LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT)
CURRENT LIABILITIES:
Payables and other trade accruals	$	51,994		$	26,771
Capital lease obligations, current		737			315
Other accrued liabilities		71,250			22,629
TOTAL CURRENT LIABILITIES		123,981			49,715
Capital lease obligations, net of current portion		111,640			56,587
Long-term debt		157,816			—
Other accrued liabilities		73,228			19,248
TOTAL LIABILITIES		466,665			125,550
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY / (DEFICIT):
Convertible Series A Preferred stock at accreted value; 210,000 shares authorized; 203,070 shares issued in 2004 and 2003; 202,490 and 203,070 shares outstanding in 2004 and 2003, respectively		264,450			243,334
Convertible Series B Preferred stock; $0.01 par value, 11,000,000 shares authorized; 6,552,886 shares issued and outstanding in 2004		66			—
Common stock; $.01 par value, 1,500,000,000 shares authorized; 114,345,678 and 96,478,900 shares issued in 2004 and 2003, respectively; 114,314,377 and 96,447,599 shares outstanding in 2004 and 2003, respectively		1,143			965
Additional paid-in capital		392,853			330,890
Accumulated deficit		(699,590	)		(572,465	)
Deferred compensation		(672	)		(1,438	)
Treasury stock, at cost, 31,301 shares in 2004 and 2003, respectively		(16	)		(16	)
Accumulated other comprehensive loss:
Cumulative foreign currency translation adjustment		(1,881	)		(2,197	)
TOTAL STOCKHOLDERS’ EQUITY / (DEFICIT)		(43,647	)		(927	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT)	$	423,018		$	124,623

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2004			2003			2004			2003
TOTAL REVENUES(1)	$	169,389		$	67,922		$	450,515		$	183,473
Data communications and operations expenses(2)		119,816			42,395			327,102			119,457
GROSS MARGIN		49,573			25,527			123,413			64,016
Sales, general, and administrative expenses(3)		44,521			23,185			127,438			67,750
Integration costs		3,715			—			25,786			—
Depreciation, amortization and accretion		20,525			13,281			51,570			44,428
Restructuring charges		—			—			—			7,903
Loss on sale of data center		—			8,106			—			8,106
Non-cash equity-based compensation(4)		156			2,660			10,937			7,984
TOTAL OTHER OPERATING EXPENSES		68,917			47,232			215,731			136,171
LOSS FROM OPERATIONS		(19,344	)		(21,705	)		(92,318	)		(72,155	)
NON-OPERATING EXPENSES:
Net interest expense and other		(13,545	)		(2,004	)		(34,807	)		(6,127	)
TOTAL NON-OPERATING EXPENSES		(13,545	)		(2,004	)		(34,807	)		(6,127	)
NET LOSS		(32,889	)		(23,709	)		(127,125	)		(78,282	)
Accreted and deemed dividend on Series A Preferred Stock		(9,439	)		(8,445	)		(27,540	)		(24,635	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(42,328	)	$	(32,154	)	$	(154,665	)	$	(102,917	)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.38	)	$	(0.34	)	$	(1.43	)	$	(1.09	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING(5)		111,971,576			94,619,986			107,912,319			94,083,903

⁽¹⁾ Includes $19.9 million and $59.6 million from affiliates as defined in Note 13 for the three and nine months ended September 30, 2004, respectively, and $21.3 million and $63.1 million from affiliates for the three and nine months ended September 30, 2003, respectively.

⁽²⁾ Excludes $0.1 million of non-cash equity-based compensation for the nine months ended September 30, 2004, and $0.5 million and $1.5 million of non-cash equity-based compensation for the three and nine months ended September 30, 2003, respectively, as well as exclusive of depreciation, amortization, and accretion included separately below.

⁽³⁾ Excludes $0.1 million and $10.8 million of non-cash equity-based compensation for the three and nine months ended September 30, 2004, respectively, and $2.2 million and $6.5 million of non-cash equity-based compensation for the three and nine months ended September 30, 2003, respectively, as well as exclusive of depreciation, amortization, and accretion included separately below.

⁽⁴⁾ Includes $10.3 million of non-cash equity-based compensation relating to the vesting of certain Constellation Ventures performance warrants for the nine months ended September 30, 2004, respectively, as discussed in Note 4.

⁽⁵⁾ As the effects of including the incremental shares associated with options, warrants, convertible Series A Preferred stock, and convertible Series B Preferred stock are anti-dilutive, they are not included in the diluted weighted average common shares outstanding.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Nine Months Ended September 30,
(in thousands)	2004			2003
OPERATING ACTIVITIES:
Net loss	$	(127,125	)	$	(78,282	)
Reconciliation of net loss to net cash used in operating activities:
Accrued interest		35,488			5,388
Depreciation, amortization, and accretion		51,570			44,428
Restructuring charges		—			7,903
Loss on sale of data center		—			8,106
Non-cash equity-based compensation		10,937			7,984
Net changes in operating assets and liabilities, net of acquisition:
Trade accounts receivable		(9,632	)		4,149
Prepaid expenses and other current assets		5,114			(920	)
Other non-current assets		2,367			2,182
Accounts payable		(1,394	)		(5,709	)
Other accrued liabilities		(2,344	)		490
Net cash used in operating activities		(35,019	)		(4,281	)
INVESTING ACTIVITIES:
Capital expenditures		(24,084	)		(14,710	)
Acquisition, net of cash received		(117,136	)		—
Proceeds from sale of acquired assets		2,620			—
Purchase of WAM!NET assets		(676	)		(3,118	)
Proceeds from sale of data center		—			35,000
Net cash provided by / (used in) investing activities		(139,276	)		17,172
FINANCING ACTIVITIES:
Payments under capital lease obligations		(9,784	)		(15,307	)
Issuance of subordinated debt and associated warrants		200,000			—
Deferred subordinated debt issuance costs		(625	)		—
Net changes in restricted cash		7,973			(1,459	)
Other		1,887			869
Net cash provided by / (used in) financing activities		199,451			(15,897	)
Effect of exchange rate changes on cash and cash equivalents		69			(895	)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS		25,225			(3,901	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		28,173			32,159
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	53,398		$	28,258
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	245		$	269
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrual of WAM!NET earn-out (Note 14)	$	3,837		$	4,600
Issuance of common stock for WAM!NET earn-out (Notes 4 and 14)		(5,394	)		—
Assets and obligations acquired under capital leases (Note 2)		52,000			—

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

(unaudited)

(dollars in thousands)	CONVERTIBLE SERIES A PREFERRED STOCK			CONVERTIBLE SERIES B PREFERRED STOCK		COMMON STOCK		ADDITIONAL PAID-IN CAPITAL			ACCUMULATED DEFICIT			DEFERRED COMPENSATION			TREASURY STOCK			ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)			TOTAL
Balance at December 31, 2003	$	243,334		$	—	$	965	$	330,890		$	(572,465	)	$	(1,438	)	$	(16	)	$	(2,197	)	$	(927	)
Net loss												(127,125	)											(127,125	)
Foreign currency translation adjustments																					316			316
Comprehensive loss																								(126,809	)
Deemed dividends on Series A Preferred Stock		27,540							(27,540	)														—
Beneficial conversion feature of deemed dividends on Series A Preferred Stock		(5,729	)						5,729															—
Conversion of Series A Preferred Stock		(695	)				9		686															—
Issuance of Series B Preferred Stock					66				65,806															65,872
Vesting of performance warrants									10,338															10,338
Common Stock warrant Exercises							95		(95	)														—
Issuance of Common Stock upon exercise of stock Options							30		1,857															1,887
Recognition of deferred compensation costs									(168	)					766									598
WAM!NET earn-out payment							44		5,350															5,394
Balance at September 30, 2004	$	264,450		$	66	$	1,143	$	392,853		$	(699,590	)	$	(672	)	$	(16	)	$	(1,881	)	$	(43,647	)

See the following page for share information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) (continued)

(unaudited)

	NUMBER OF SHARES
	CONVERTIBLE SERIES A PREFERRED STOCK		CONVERTIBLE SERIES B PREFERRED STOCK	COMMON STOCK	TREASURY STOCK
Balance at December 31, 2003	203,070		—	96,478,900	31,301
Conversion of Series A Preferred Stock	(580	)		927,594
Issuance of Series B Preferred Stock			6,552,886
Common Stock warrant Exercises				9,547,143
Issuance of Common Stock upon exercise of stock Options				2,970,553
WAM!NET earn-out payment				4,421,488
Balance at September 30, 2004	202,490		6,552,886	114,345,678	31,301

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tabular dollars in thousands, except per share amounts)

(unaudited)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared under the rules and regulations of the Securities and Exchange Commission on a basis substantially consistent with the audited consolidated financial statements of SAVVIS Communications Corporation and its subsidiaries (collectively, “SAVVIS” or the “Company”) as of and for the year ended December 31, 2003 included in the Company’s Annual Report on Form 10-K (the “Annual Report”) as filed with the Securities and Exchange Commission. All intercompany balances and transactions have been eliminated in consolidation. These financial statements should be read in conjunction with the audited consolidated financial statements and the related notes to the consolidated financial statements of the Company included in the Annual Report. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of normal, recurring adjustments), which management considers necessary to present fairly the condensed consolidated financial position of the Company at September 30, 2004, the results of its operations for the three and nine month periods ended September 30, 2004 and 2003 and cash flows for the nine month periods ended September 30, 2004 and 2003. The results of operations for the three and nine month periods ended September 30, 2004 may not be indicative of the results expected for any succeeding quarter or for the entire year ending December 31, 2004.

On March 5, 2004, the Company through a wholly owned subsidiary secured all regulatory approvals and closed its acquisition of the assets of Cable & Wireless USA, Inc. and Cable & Wireless Internet Services, Inc. together with the assets of certain of their affiliates (“Cable & Wireless America” or “CWA”). The results of CWA are included in the condensed consolidated financial statements since the date of acquisition.

Cash and Cash Equivalents

The Company classifies cash on hand and deposits in banks, including commercial paper, money market accounts and other investments with an original maturity of three months or less, that the Company may hold from time to time, as cash and cash equivalents.

Restricted Cash

Restricted cash consists of amounts supporting outstanding letters of credit, principally related to office space.

Property and Equipment

Communications and data center equipment, office equipment and other equipment is recorded at cost and depreciated using the straight-line method over estimated useful lives of three to fifteen years. Facilities and leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related lease, which is two to fifteen years.

Other Non-Current Assets

Other non-current assets consist primarily of deferred financing costs, the unamortized cost of naming rights to a sports arena in St. Louis, Missouri, facility rent and other deposits. The components of this financial statement line item are listed in Note 7.

Intangible Assets

The Company accounts for the commercial customer contracts acquired in the WAM!NET transaction in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The commercial customer contracts acquired were valued based on their estimated fair value relative to the estimated fair value of the other assets received, including the incremental direct costs incurred in effecting the transaction.

Based on our evaluation of the useful life of the existing customer contracts, probability of renewals and projected cash flows from these customers, the assets are being amortized over a seven year life. SFAS 142 requires management to evaluate the remaining useful life of the customer contracts each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the customer contracts’ remaining useful life changes, the remaining carrying amount is amortized prospectively over that revised remaining useful life.

The intangible assets acquired in the CWA transaction were valued by the Company in accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations” (“SFAS 141”). Identifiable intangible assets acquired included: trademarks, patents, customer relationships, software and peering agreements. Useful lives of these specifically identified intangible assets are: indefinite for trademarks; 11-15 years for patents; four years for customer relationships; five years for software and seven years for peering agreements. Details of the components of intangible assets as of the balance sheet date are in Note 6. The assessment of useful lives and values assigned through the purchase price allocation is based on the preliminary purchase price and subject to final adjustments.

8

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, trade accounts receivable, restricted cash, accounts payable and accrued liabilities, long-term debt, and capital lease obligations approximate their fair values.

Asset Retirement Obligations

The Company records any identified asset retirement obligations and the associated asset retirement cost in accordance with Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”). The value of the obligation is assessed as the present value of the expected future payments to retire the assets. The Company’s asset retirement obligations relate primarily to costs to remove leasehold improvements and return leased space to its original condition. The Company only recognized estimated cash flows related to legal obligations as defined in SFAS 143. The associated cost of the asset retirement obligation are capitalized and depreciated over their appropriate useful lives as further discussed in Note 11.

Revenue Recognition

Revenue consists primarily of Managed IP VPN, Hosting, Digital Content Management, and Other Network Services revenue, which are recognized when earned over the term of the contract or as services are delivered. Installation fee revenue and the associated installation costs are deferred in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Such deferred revenue and costs are recognized into revenue and data communications and operations costs in the Condensed Consolidated Statements of Operations on a straight-line basis over periods of up to 21 months, the estimated average life of a customer contract. For all periods, any services billed and payments received in advance of providing services are deferred until the period such services are earned. Revenue for estimated credits to be issued are recorded as a reduction of revenue based on historical credits issued and known disputes.

Trade Receivables

The Company classifies amounts owed to the Company and due within twelve months, arising from the sale of goods or services in the normal course of business, as trade receivables.

Allowance for Doubtful Accounts

The Company continuously monitors collections from its customers and maintains a provision for estimated credit losses based upon historical experience and specific customer information, generally not requiring customer deposits or collateral.

Data Communication and Operations Expenses

In the ordinary course of business, invoices from communications service providers may exceed amounts the Company believes it owes. The Company’s practice is to identify these variances and engage in discussions with the vendors to resolve the disputes. Accruals are maintained for the best estimate of the difference between what was previously paid to the vendor and the amount that will ultimately be paid to them. Variations in the Company’s estimate and ultimate settlement of vendor billings may have a material impact on the Company’s results of operations. Other operations expenses include rental costs, utilities, other operating costs for hosting space, as well as salaries and related benefits for engineering, service delivery/provisioning, customer service and operations personnel. Indefeasible Rights of Use (“IRUs”) maintenance and operations costs are also reflected in this category.

Depreciation, Amortization, and Accretion

Depreciation and amortization expense consists primarily of the depreciation and amortization of communications equipment, capital leases, and intangibles. Generally, depreciation and amortization is calculated using the straight-line method over the useful life of the associated asset, which ranges from five to fifteen years. Subsequent to the CWA acquisition, accretion expenses related to aging of the discounted present value of various liabilities, including adjustments for contracts and capital leases, are included in this line item. Consistent with historical presentation, the amortization of intangibles and depreciation of long-lived assets are reported in this line item.

Integration Costs

Integration costs represent the incremental costs of combining the CWA and SAVVIS organizations, including rationalization of facilities, retention bonuses, integration consulting by third parties, and specific costs of the CWA asset purchase agreement including cure costs and contract rejection penalties. These costs provide current or future benefit to the combined company. These costs are direct incremental costs incurred to obtain the synergies of the combined companies and are not expected to continue once the Company has completed its integration plan.

Employee Stock Options

As permitted under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), the Company accounts for employee stock options in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Under APB 25, compensation expense is recognized based on the intrinsic value of the equity instrument awarded as determined at the measurement date. Compensation expense was recognized related to option grants accounted for in accordance with APB 25 in the amounts of $0.2 million and $0.6 million during the three and nine

9

months ended September 30, 2004, respectively, and $2.7 million and $8.0 million during the three and nine months ended September 30, 2003, respectively.

Under Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”), the Company is required to provide expanded disclosures concerning stock-based compensation. New accounting standards may be promulgated that would require the Company to account for employee stock options in accordance with SFAS 123 which could have a material impact on the results of operations. Pro forma information regarding net income has been determined as if the Company had accounted for its stock options granted to employees and non-employee members of its Board of Directors under the fair value method of the statement. The fair value of options was estimated at the date of grant. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods.

Had compensation cost for the Company’s stock options been determined consistent with the provisions of SFAS 123 based on the fair value at the grant date, the Company’s pro forma net loss would have been as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in thousands, except per share amounts)	2004			2003			2004			2003
Net loss attributable to common stockholders
As reported	$	(42,328	)	$	(32,154	)	$	(154,665	)	$	(102,917	)
Adjustment to net loss for:
Stock based compensation expense as reported (1)		156			2,660			599			7,984
Pro forma stock based compensation		(1,591	)		(3,180	)		(3,882	)		(10,812	)
Pro forma net loss	$	(43,763	)	$	(32,674	)	$	(157,948	)	$	(105,745	)
Basic and diluted net loss per common share
As reported	$	(0.38	)	$	(0.34	)	$	(1.43	)	$	(1.09	)
Pro forma	$	(0.39	)	$	(0.35	)	$	(1.46	)	$	(1.12	)

⁽¹⁾ Excludes $10.3 million of non-cash equity-based compensation relating to the issuance of performance warrants for the nine months ended September 30, 2004

Income Taxes

Income taxes are accounted for under the asset and liability method, which provides for the establishment of deferred tax assets and liabilities for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for income tax purposes, applying the enacted statutory tax rates in effect for the years in which differences are expected to reverse. Valuation allowances are established when it is more likely than not the deferred tax assets will not be realized. The Company has provided a full valuation allowance on tax loss carry-forwards and other potential tax benefits according to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” because the future realization of the tax benefit is uncertain. As a result, to the extent that those benefits are realized in future periods, they will favorably affect net income. At September 30, 2004, the Company has approximately $513.8 million in United States net operating loss carry-forwards expiring between 2011 and 2023, of which approximately $248.0 million is subject to the Section 382 limitation of the Internal Revenue Code.

Foreign Currency

Results of operations of our foreign subsidiaries are translated from the designated functional currency to the United States dollar using average exchange rates during the period, while assets and liabilities are translated at the exchange rate in effect at the reporting date. Resulting gains or losses from translating foreign currency financial statements are included in accumulated other comprehensive loss, a separate component of stockholders’ equity (deficit).

Loss Per Share

All loss per share amounts for all periods have been presented to conform to the provisions of Statement of Financial Accounting Standards No. 128, “Earnings Per Share.” All stock options, warrants, convertible Series A Preferred, and convertible Series B Preferred shares outstanding have been excluded from the computations of diluted loss per share, as their effect would be anti-dilutive. Accordingly, there is no reconciliation between basic and diluted loss per share for the periods presented.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. The Company periodically reviews the credit quality of its customers and generally does not require collateral.

Reclassifications

Certain amounts from prior periods have been reclassified to conform to current period presentation.

10

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Estimates used in the Company’s financial statements include accruals for commercial disputes and billing errors by vendors, allowance for doubtful accounts and revenue credits, valuation of long-lived assets, and the valuation of intangible assets.

New Accounting Standards

In March 2004, the FASB issued an Exposure Draft, Share-Based Payment, as a proposed amendment to SFAS 123. The Exposure Draft would require all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the income statement based on the fair value of such payments. The intrinsic value method of measuring employee stock options under APB 25 would no longer be permitted.

On October 13, 2004, the FASB concluded that Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”, which would require all companies to measure compensation cost for all share-based payments (including employee stock options) at fair value, would be effective for public companies (except small business issuer as defined in SEC Regulation S-B) for interim or annual periods beginning after June 15, 2005. Retroactive application of the requirements of SFAS 123 (not Statement 123R) to the beginning of the fiscal year that includes the effective date would be permitted, but not required. The Company intends to comply with the standard on its effective date of July 1, 2005; however, the Company has not yet quantified the impact of the accounting standard.

In September 2004, the SEC staff provided, through an announcement at an Emerging Issues Task Force meeting, guidance on the use of the residual method to value acquired assets other than goodwill. The announcement indicated that the SEC staff believes that the residual method does not comply with the requirements of SFAS 141, and accordingly should no longer be used. Instead, a direct value method should be used to determine the fair value of all intangible assets required to be recognized under SFAS 141. Impairment testing of intangible assets, similarly, should not rely on a residual method, and should instead comply with the provisions of SFAS 142. The SEC staff announcement provides that registrants should no longer apply the residual method to assets acquired in business combinations completed after September 29, 2004. The Company has not valued assets acquired in business combinations using a residual method. This guidance has no material impact to the financial statements of the Company.

NOTE 2—CWA ACQUISITION

In January 2004, the Company signed a definitive agreement to purchase substantially all of the assets of CWA. CWA, wholly-owned by Cable and Wireless PLC, provided a range of network and hosting services, including internet access to a Tier 1 IP network, colocation, hosting and other value-added services such as managed security and content distribution. The transaction, following approval by the U.S. Bankruptcy Court and other federal regulatory agencies, closed on March 5, 2004. The results of CWA are included in the condensed consolidated financial statements since the closing date of the acquisition.

The total purchase price consisted of $155.0 million in cash, the assumption of certain liabilities and leases for certain data centers and other facilities, and the funding of CWA’s working capital losses from January 28, 2004, through March 5, 2004, which totaled $14.1 million. Additionally, the Company entered into an agreement to transfer its rights at closing to acquire four of the CWA data centers and one office facility to Du Pont Fabros Interests LLC (“Du Pont Fabros”) for $52.0 million paid directly to the CWA bankruptcy estate. The Company subsequently leased those facilities back from Du Pont Fabros for 15 years. As a result, the total cash cost of the CWA assets prior to the assumption of liabilities, was $117.1 million.

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The acquisition has been accounted for as a purchase under SFAS 141. The preliminary allocation of the purchase price, pending final determination of certain acquired balances, accepted contracts and final resolution in the U.S. Bankruptcy Court, is as follows.

	Preliminary Allocation as of March 5, 2004			Adjustments			Adjusted Allocation as of September 30, 2004
Trade accounts receivable	$	25,264		$	453		$	25,717
Other current assets		18,375			(1,538	)		16,837
Property and equipment		176,134			8,181			184,315
Intangible assets		10,684			1,640			12,324
Other non-current assets		11,449			(7,920	)		3,529
Trade accounts payable and accrued compensation		(24,019	)		1,501			(22,518	)
Deferred revenue		—			(4,820	)		(4,820	)
Capital leases		(1,697	)		—			(1,697	)
Other current liabilities		(35,776	)		(4,519	)		(40,295	)
Other long-term liabilities		(63,278	)		7,022			(56,256	)
Acquisition Cost	$	117,136		$	—		$	117,136

Note: During the quarter the preliminary allocation of the purchase price was affected by the resolution of certain acquired balances. The adjustments reflected are cumulative for all quarters.

The estimated fair value of CWA assets acquired and liabilities assumed exceeded the acquisition cost. Therefore, in accordance with SFAS 141, the excess value over the acquisition cost has been allocated as a pro rata reduction of the amounts that otherwise would have been assigned to the acquired assets, except with respect to the following:

• Trade accounts receivable—present values of amounts to be received less allowance for uncollectibility

• Other current assets, notes receivable and deposits—fair value of amounts to be received

• Trade accounts payable, accrued compensation, other current liabilities and other long term liabilities—present value of amounts to be paid

The amount reflected in the preliminary purchase price allocation represents the Company’s current estimate of the liabilities relating to contractual agreements. Additionally, the liabilities assumed by the Company included adjustments to properly reflect the fair market value of long-term facility leases ($13.0 million); the idle capacity related to a long-term IRU operations, maintenance and power contract ($16.3 million); the cost of leased facilities that will remain idle ($22.9 million); and the obligation to rehabilitate the long term lease spaces at varying lease termination dates ($17.9 million). These liabilities are not a result of an exit plan; rather, they relate solely to properly reflecting the fair value of assets and liabilities assumed.

The fair market value of the long-term facility leases was calculated considering the difference between fair market rents and contractually required rents in addition to any inherited “dark space” that the Company does not expect to use. Contracts have been reflected at their fair market value of the service to be provided at the time of the acquisition, in addition to any inherited purchase commitments the combined entity does not plan to use. The asset retirement obligation liability was calculated and recorded at the present value of expected future payments required to restore the leased space to its original condition.

The Company had $6.9 million of involuntary employee termination costs accrued in the opening balance sheet as a liability. The Company paid $3.9 million in severance payments during the nine months ended September 30, 2004. The Company expects to pay $1.3 million in the fourth quarter of 2004. These costs meet the definition of costs to exit an activity of an acquired company as defined in Emerging Issues Task Force 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” Management began to formulate a plan to terminate all redundant positions as of the acquisition date. In total, approximately 350 employees have been or will be terminated in various departments. The details of the severance package have been finalized and include the costs of severance, insurance, and outplacement services. Substantially all employee terminations are expected to be completed by December 31, 2004.

The following unaudited pro forma financial information presents the combined results of operations of the Company and CWA, as if the acquisition had occurred as of the beginning of each fiscal period presented, giving effect to certain adjustments, including depreciation, accretion, interest, the issuance of Series B Convertible Preferred Stock and the issuance of additional debt. The pro forma information for the three months ended September 30, 2004, is the same as the actual results for the same period, as the companies were combined during the entire period. The pro forma financial information does not necessarily represent the results of operations that would have occurred had the Company and CWA been a single entity during such period. The Company does not believe that the pro forma information is representative of the results of the combined business if it had been under the Company’s

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management during that time. The results for three and nine months ended September 30, 2003 include approximately $9.6 million and $124.7 million, respectively, for restructuring charges.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
Pro Forma	2004			2003			2004			2003
Revenue	$	169,389		$	193,026		$	513,022		$	573,035
Net loss		(32,889	)		(63,920	)		(152,715	)		(485,004	)
Basic and diluted net loss per common share	$	(0.38	)	$	(0.76	)	$	(1.67	)	$	(5.42	)

Net loss before extraordinary items is equal to net loss, in total and on a per share basis and, therefore, is not disclosed separately.

NOTE 3—LONG-TERM DEBT

In the first quarter of 2004, the Company issued $200.0 million of its Series A Subordinated Notes (“Subordinated Notes”). The proceeds were used to fund the CWA acquisition and to fund the on-going operational, working capital and capital expenditure requirements of the Company related to the CWA acquisition. The debt issuance costs associated with the Subordinated Notes were $2.0 million and are classified as other non-current assets on the Condensed Consolidated Balance Sheet. These costs consist of fees paid to the purchasers of the Subordinated Notes and are amortized to interest expense using the effective interest method until the maturity date of the Subordinated Notes. The Subordinated Notes accrue interest based on a 365 day year at a rate of 12.5% per annum until February 3, 2005 and 15% per annum thereafter, payable in kind semi-annually on June 30 and December 31. The Subordinated Notes contain an early redemption feature, a make whole premium and a change of control clause. Upon a change of control the holders of the Subordinated Notes have the right to require the Company to redeem any or all of the Subordinated Notes at a cash price equal to 100% of the principal amount of the Subordinated Notes, plus all accrued and unpaid interest as of the effective date of a change in control. The Subordinated Notes mature in a single installment on February 9, 2009.

The $200.0 million in proceeds were allocated between long-term debt and Series B Preferred (Original Issue Discount) based on their relative fair values. The fair value of the Subordinated Notes at date of issuance is reflected as long-term debt and is increased for accrued interest on the $200.0 million proceeds as well as accreted interest on the Original Issue Discount. The fair value of the Series B Preferred was determined with the assistance of an independent third party appraiser. The allocated fair value of the Series B Preferred is reflected in the accompanying financial statements as components of Stockholder’s Equity / (Deficit) in the amount of $65.9 million in additional paid-in capital and $0.1 million, the par value, in Series B Preferred.

The following table summarizes the long-term debt activity for the nine month period ended September 30, 2004.

Proceeds from issuance of Subordinated Notes	$	200,000
Adjustment for the valuation of the Series B Preferred		(65,872	)
Adjusted value of Subordinated Notes		134,128
Accrued interest on $200,000 of Subordinated Notes		16,387
Accreted interest on Original Issue Discount		7,301
Balance of Subordinated Notes as of September 30, 2004	$	157,816

NOTE 4—COMMON AND PREFERRED STOCK TRANSACTIONS

Common Stock

An initial public offering of the Company’s common stock was completed in February 2000. A total of 17.0 million shares were sold in the offering at $24 per share. The Company received net proceeds from this offering of approximately $333 million.

In April 2004, the stockholders of SAVVIS approved an increase in the authorized common stock to 1,500,000,000 shares.

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WAM!NET Transaction

On August 1, 2003, the Company entered into an asset purchase agreement with WAM!NET, a leading global provider of content management and delivery services, to acquire certain assets related to their commercial business operations, including their commercial customer contracts and related customer premise and other equipment. Under the terms of the agreement, the Company made an initial payment of $3.0 million for the acquired assets. The final purchase price was determined during the third quarter of 2004 to be $11.4 million based on the revenue derived from the acquired customers. The Company issued 4.4 million shares of common stock in payment of approximately 50% of the total purchase price. The Company will pay the balance in nine equal monthly installments of approximately $0.3 million each through April 2005.

The purchase price of the assets was adjusted during 2004 to reflect an achievement of certain revenues derived from the acquired customers. The adjustment of $3.8 million represented an increase in the expected earn-out payments to WAM!NET from $4.6 million to $8.4 million based on customer performance.

Warrants Outstanding

In connection with the Company’s recapitalization in 2002, five-year warrants were issued to Nortel Networks, Inc. and General Electric Capital Corporation (“GECC”) to purchase approximately 6.4 million and 9.6 million shares, respectively, of the Company’s common stock at $0.75 per share. In the first quarter of 2004, GECC exercised their warrant pursuant to a “cashless exercise” and received approximately 7.0 million shares of the Company’s common stock.

Additionally in 2002, the Company issued ten million five-year performance warrants to entities affiliated with Constellation Ventures (“Constellation”) to acquire shares of common stock at $0.75 per share. The warrants vested in a total of three tranches as Constellation earned the right to exercise the warrants when it met certain performance criteria related to aiding the Company in obtaining new business. During the fourth quarter of 2003, the first quarter of 2004, and the second quarter of 2004, respectively, Constellation met the performance criteria, causing each of the three tranches for a total of 10.0 million warrants to vest, which resulted in non-cash equity-based compensation expense of $3.4 million, $6.6 million and $3.8 million, with respect to each of the three tranches. The non-cash equity-based compensation expense was calculated using the Black-Scholes model and current market and company assumptions. In the first quarter of 2004, Constellation exercised their first tranche of vested warrants pursuant to a “cashless exercise” and received approximately 2.6 million shares of the Company’s common stock.

Series A Convertible Preferred Stock

In 2002, the Company’s Board of Directors authorized 210,000 shares of Series A Convertible Preferred Stock (“Series A Preferred”) and the Company issued 203,070 shares of Series A Preferred to entities and individuals affiliated with Welsh, Carson, Anderson & Stowe (“Welsh Carson”), Constellation, Reuters, and other parties.

The Company incurred $3.0 million in offering costs related to the issuance of the Series A Preferred, which was recorded as a reduction of the Series A Preferred Stock balance in Stockholders’ Equity (Deficit) in the Condensed Consolidated Balance Sheets.

The Series A Preferred accrues dividends at the rate of 11.5% per annum on the outstanding accreted value thereof (initially $1,000 per share). Dividends may not be paid in cash until after the eighth anniversary of the original issuance date. Accrued but unpaid dividends are added to the outstanding accreted value quarterly. As of September 30, 2004, accrued and unpaid Series A Preferred dividends totaled $64.4 million. The Series A Preferred is convertible into such number of shares of our common stock equal to the outstanding accreted value divided by the conversion price of $0.75. The Series A Preferred is entitled to vote on all matters (other than any voluntary repurchase of the Series A Preferred) submitted to the common stockholders on an as-if-converted basis and represented approximately 76% of the voting stock of the Company as of September 30, 2004. The conversion price of $0.75 was set a few days before the commitment date for the Series A Preferred was issued in March 2002. On the commitment date, the closing price of the Company’s common stock was $1.00. Accordingly, the Company recorded a non-cash beneficial conversion feature of $52.7 million, representing the $0.25 per share intrinsic value of that feature, as a return to the Series A Preferred stockholders in March 2002. The Company also recorded a non-cash beneficial conversion feature of $5.7 million related to accrued dividends for the nine months ended September 30, 2004.

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Below is a summary of Series A Preferred transactions as of September 30, 2004.

Issuance Date	Series A Preferred Shares Issued	Value
March 2002	158,070	$	158,070
June 2002	22,400		22,400
September 2002	22,600		22,600
	203,070		203,070
Accrued dividends net of beneficial conversion feature			65,091
			268,161
Offering costs of Series A Preferred			(3,016	)
Conversion of Series A Preferred into common stock			(695	)
Balance of Series A Preferred as of September 30, 2004		$	264,450
Number of common shares Series A Preferred is convertible into based on the conversion price of $0.75 at September 30, 2004			356,621,121

Series B Convertible Preferred Stock

During the first quarter of 2004, the Company’s Board of Director’s authorized 11.0 million shares of Series B Convertible Preferred Stock (“Series B Preferred”) at a $.01 par value. In connection with the issuance of the Company’s Series A Subordinated Notes, the Company also issued warrants to purchase shares of the Series B Preferred to a group of investors that included existing stockholders related to Welsh Carson and Constellation. The warrants were exercised simultaneously upon issuance on a “cashless” basis into 6.6 million shares of Series B Preferred and, as a result, the outstanding Series B Preferred is convertible, upon stockholder approval, into approximately 65.5 million shares of common stock. The common stock issuable upon conversion of the Series B Preferred will not be registered under the Securities Act and, therefore, may not be transferred or sold except pursuant to an effective registration statement or pursuant to an exemption from the registration requirement of the Securities Act. The Company granted Welsh Carson demand and piggy-back registration rights, and the Company granted the other holders piggy-back registration rights only.

Each share of Series B Preferred is automatically convertible into ten shares of common stock upon the effectiveness of stockholder approval. Holders of the Series B Preferred do not have voting rights but are entitled to dividends to the extent dividends are paid on the common stock. Upon a liquidation, dissolution or winding up of the Company, the Series B Preferred will rank senior to the Company’s common stock and junior to the Series A Preferred. Stockholder approval has been received via written consents from shareholders holding a majority of the Company’s outstanding voting shares. The Company expects the stockholders approval to become effective and the Series B Preferred shares to convert into common shares, during the fourth quarter of 2004.

The following table summarizes the number of diluted common shares on an as converted basis as of September 30, 2004.

	Number of Diluted Common Shares
Common shares outstanding	114,314,377
Series B Preferred Stock on an as converted basis	65,528,860
Total common shares outstanding on an as converted basis	179,843,237
Series A Preferred Stock as converted	356,621,121
Warrants and options outstanding (treasury stock method)	34,019,115
Diluted common shares	570,483,473

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NOTE 5—PROPERTY AND EQUIPMENT

Communications and data center equipment, office equipment, and other equipment is recorded at cost and depreciated using the straight-line method over estimated useful lives of three to fifteen years. Facilities and leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related lease, which is two to fifteen years. The following table represents the Company’s property and equipment by category.

	Useful Lives (in years)	September 30, 2004			December 31, 2003
Communications and data center equipment	5 - 15	$	371,092		$	278,436
Facilities and leaseholds	2 - 15		146,642			2,940
Office equipment and other	3 - 7		36,667			14,582
Total			554,401			295,958
Less: accumulated depreciation and amortization			(275,862	)		(236,601	)
Total		$	278,539		$	59,357

Property and equipment were decreased during the third quarter of 2004 by $4.7 million to reflect changes to the preliminary purchase price allocation related to the CWA acquisition.

Depreciation expense for the three and nine months ended September 30, 2004, was $14.0 million and $36.3 million, respectively. Depreciation expense for the same periods in the prior year was $9.3 million and $29.4 million, respectively. Amortization expense for equipment and facilities under capital leases for the three and nine months ended September 30, 2004, was $2.1 million and $6.1 million, respectively. Amortization expense for equipment and facilities under capital leases for the three and nine months ended September 30, 2003, was $3.9 million and $14.8 million, respectively.

The Company prospectively changed its estimate of legacy SAVVIS’ useful life for communications equipment from three to five years as of April 1, 2004. The review of appropriate useful life was performed in conjunction with the acquisition of CWA. CWA communications equipment assets were initially assigned a five-year useful life. The impact of this change was not material to the Condensed Consolidated Statements of Operations included herein.

NOTE 6—INTANGIBLES

The table below shows the detail of the intangible asset balances as of September 30, 2004, and December 31, 2003.

	Useful Lives (in years)	September 30, 2004			December 31, 2003
Customer relationships	3-4	$	14,250		$	5,499
Other (1)	5-15		6,529			—
Total			20,779			5,499
Less: accumulated amortization			(3,892	)		(601	)
Total		$	16,887		$	4,898

⁽¹⁾ Includes $1.0 million of trademarks with indefinite lives.

Intangibles were decreased during the third quarter of 2004 by $0.1 million to reflect changes to the preliminary purchase price allocation related to the CWA acquisition.

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The Company recorded $1.3 million and $3.3 million in amortization expense for intangibles for the three and nine months ended September 30, 2004, respectively, and $0.1 million for the three and nine months ended September 30, 2003.

The Company valued the specifically identifiable intangible assets acquired in the CWA transaction in accordance with SFAS 141. Identifiable intangible assets acquired included: trademarks, patents, customer relationships, software and peering agreements. Useful lives of these specifically identified intangible assets are: indefinite for trademarks; 11-15 years for patents; four years for customer relationships; five years for software and seven years for peering agreements. The fair value of the intangibles was determined with the assistance of an independent third party appraiser.

During the third quarter of 2003, the Company recorded an intangible asset in the amount of $5.5 million for the commercial customer contracts and other fees associated with the WAM!NET asset purchase agreement. The Company accounts for the commercial customer contracts acquired in accordance with SFAS 142. The commercial customer contracts acquired are valued in the accompanying Condensed Consolidated Balance Sheets as an asset purchase at an amount that reflects the allocation of the estimated purchase price based on their estimated fair value relative to the estimated fair value of the other assets received, plus the incremental direct costs incurred in effecting the transaction.

The purchase price of the WAM!NET assets was adjusted during 2004 to reflect an achievement of certain revenues derived from the acquired customers. The adjustment of $3.8 million represented an increase in the expected earn-out payment to WAM!NET from $4.6 million to $8.4 million based on customer performance. Of this $3.8 million total adjustment, $2.5 was allocated to the intangible assets acquired with the remainder being allocated to property and equipment.

SFAS 142 requires the Company to evaluate the remaining useful life of its customer contracts each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the customer contracts’ remaining useful life changes, the remaining carrying amount is amortized prospectively over that revised remaining useful life.

NOTE 7—OTHER NON-CURRENT ASSETS

The following table summarizes the components of non-current assets as of September 30, 2004, and December 31, 2003.

	September 30, 2004		December 31, 2003
Sports arena naming rights	$	1,957	$	3,742
Deferred financing costs		4,914		3,352
Rent and other deposits		2,066		218
Other		564		586
	$	9,501	$	7,898

NOTE 8—CAPITAL LEASE OBLIGATIONS

In March 2002, the Company entered into a $56.5 million amended and restated master lease agreement with General Electric Capital Corporation (“GECC”). The balance of the amended lease is due on March 8, 2007. The majority of the Company’s owned assets serve as collateral under the amended lease. The amended lease calls for excess cash flow, as defined, to be used first for the payment of any accrued and unpaid interest and second for the prepayment of principal on the capital leases. Furthermore, the amended lease contains covenants restricting, among other things, the incurrence of debt, capital expenditures that can be made by the Company, and the payment of dividends. As of September 30, 2004, the Company was in compliance with the covenants.

In August 2004, the Company amended the terms of its amended and restated master lease agreement with GECC. Under the amended terms, the Company pre-paid $7.5 million and began cash interest payments in October 2004. Under the amended terms, the interest rate was lowered from 12% to 9% for the first year after the prepayment. The Company will pay approximately $1.2 million of interest in the fourth quarter of 2004.

The Company entered into an agreement to transfer its rights at closing to acquire four of the CWA data centers and one office facility to Du Pont Fabros for $52.0 million paid directly to the CWA bankruptcy estate by Du Pont Fabros. The Company subsequently leased those facilities from Du Pont Fabros for approximately 15 years. Terms of the lease allow for no cash payments for the first nine months of the lease. The effective interest rate on the transaction is approximately 17.4% over the 15 years of the lease. After the initial nine-month period, the Company will make monthly payments that represent a combination of rent and interest. The associated capital lease asset will be depreciated over the approximate remaining useful life. The capital lease asset was recorded at its $52.0 million fair value as the present value of the minimum lease payments exceeded its fair value.

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The balance of all capital lease obligations as of September 30, 2004, and December 31, 2003, are $112.4 million and $56.9 million, respectively.

Amortization of assets recorded under capital leases is disclosed in Note 5, Property and Equipment.

NOTE 9—OPERATING LEASES

The Company leases communications and office equipment and office space under various operating leases. The increase from December 31, 2003, primarily relates to the assumption of operating leases as a result of the CWA acquisition. Future minimum lease payments as of September 30, 2004, are as follows:

2004	$	17,350
2005		74,571
2006		71,517
2007		69,285
2008		67,311
Thereafter		378,273
Total	$	678,307

NOTE 10—OTHER ACCRUED LIABILITIES

The following table summarizes the components of current and non-current other accrued liabilities as of September 30, 2004, and December 31, 2003. The principal reason for the change since December 31, 2003, is the assumption of liabilities as a result of the CWA acquisition and the related purchase accounting adjustments.

	September 30, 2004		December 31, 2003
Current other accrued liabilities:
Wages, employee benefits, and related taxes	$	20,877	$	3,652
Deferred revenue		9,124		3,700
Other taxes		6,829		2,758
WAM!NET earn-out		2,367		4,600
Employee termination costs		2,572		—
Acquired contractual obligations in excess of fair value and other		11,672		—
Customer deposits		159		113
Accrued integration costs		5,197		—
Accrued outside services		3,022		—
Accrued professional fees		2,773		752
Facility restructuring		1,030		1,030
Other current liabilities		5,628		6,024
Total current other accrued liabilities	$	71,250	$	22,629
Non-current other accrued liabilities:
Deferred revenue	$	2,610	$	2,453
Deferred rent		5,790		4,029
Other taxes		4,921		5,585
Facility restructuring		5,656		6,439
Acquired contractual obligations in excess of fair value and other		34,505		—
Asset retirement obligation		19,641		—
Other non-current liabilities		105		742
Total non-current other accrued liabilities	$	73,228	$	19,248

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NOTE 11—ASSET RETIREMENT OBLIGATIONS

The Company adopted Statement of Financial Accounting Standard No. 143, “Accounting for Asset Retirement Obligations” on January 1, 2003, without material impact on the consolidated financial statements.

The CWA transaction included the recognition of an asset retirement obligation (“ARO”) related to the rehabilitation and removal of certain leasehold improvements at the end of certain leases to return the property to its original condition. This $19.6 million liability is reflected as a non-current liability on the Company’s balance sheet. The associated asset was recorded to the opening balance sheet reflecting the preliminary purchase price allocated to the fair value of the ARO cost and will be depreciated over the useful life of the related asset which was approximately seven years, using the straight-line method. There are no cash flows related to this liability expected in the near term. The legal obligation relates to the end of the lease term in all cases. The weighted average life of the leases is approximately seven years.

The following table provides a reconciliation of the ARO:

Balance at January 1, 2004	$	—
CWA ARO acquired		17,992
Accretion expense		1,649
Balance at September 30, 2004	$	19,641

NOTE 12—OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) is as follows.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Net loss	$	(32,889	)	$	(23,709	)	$	(127,125	)	$	(78,282	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(82	)		(93	)		316			(368	)
Comprehensive loss	$	(32,971	)	$	(23,802	)	$	(126,809	)	$	(78,650	)

NOTE 13—RELATED PARTY TRANSACTIONS

On September 28, 2001, Reuters acquired a portion of the assets of Bridge Information Systems (now known as BIS Administration, Inc., “Bridge”). In connection with the asset acquisition, Reuters entered into a network services agreement with the Company, pursuant to which the Company agreed to provide continuing network services to the Bridge customers acquired by Reuters as well as Internet access, and colocation services, and Reuters agreed to purchase such services. The network services agreement provides that SAVVIS’ network must perform in accordance with specific quality of service standards. In the event SAVVIS does not meet the required quality of service levels, Reuters would be entitled to credits, and, in the event of a material breach of such quality of service levels, Reuters would be entitled to terminate the network services agreement. The Company is not aware of any current material breaches. The Company has recognized revenue of $19.9 million and $59.6 million for the three and nine months ended September 30, 2004, respectively, and $21.3 million and $63.1 million for the three and nine months ended September 30, 2003, respectively, from Reuters under the network services agreement, as amended. The remaining Reuters minimum revenue obligation under the network services agreement is $36.9 million through September 30, 2005. Thereafter, Reuters will no longer be obligated to purchase network services from the Company.

Reuters owned approximately 15% and 16% of the Company’s outstanding voting stock as of September 30, 2004, and December 31, 2003, respectively. During the first quarter of 2004, Reuters notified the Company that they voluntarily suspended their right (under terms of their investment) to have an observer present at the Company’s board of directors and audit committee meetings.

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NOTE 14—COMMITMENTS AND CONTINGENCIES

The Company’s customer contracts generally span multiple periods, which result in the Company entering into arrangements with various suppliers of communications services that require the Company to maintain minimum spending levels, some of which increase over time, to secure favorable pricing terms. The Company’s remaining aggregate minimum spending level allocated ratably over the contract terms are approximately $17.3 million, $47.8 million, and $30.0 million in years 2004, 2005, and 2006, respectively. Should SAVVIS not meet the minimum spending level in any given year, decreasing termination liabilities representing a percentage of the remaining contracted amount may immediately become due and payable. Furthermore, certain of these termination liabilities are subject to reduction should SAVVIS experience the loss of a major customer or suffer a loss of revenues from a general economic downturn. Before considering the effects of any reductions for the business downturn provisions, if SAVVIS were to terminate all of these agreements as of September 30, 2004, the maximum termination liability would amount to approximately $82.4 million.

The Company entered into a long-term communications services contract during the first quarter of 2004 to obtain power and maintenance services for our IRUs until 2021. As of September 30, 2004, this unconditional purchase obligation relative to this long-term contract is approximately $14.9 million in year one, $16.5 million in years two and three, $13.8 million in years four and five, and $83.3 million thereafter. This contract was accepted from CWA. The total purchase commitment is $128.5 million.

In September 2004, the Company entered into a Standby Letter of Credit Facility with Bank of America N.A. (“Lender”), pursuant to which the Lender has agreed to issue up to $10.0 million of standby letters of credit for the account of the Company without collateralization. The facility expires September 30, 2005. This replaced a facility that required that any letter of credit issued by the Company be fully cash collateralized. As a result, the bank released its lien on the cash held as collateral for the letters of credit, and previously restricted cash was reclassified to unrestricted cash. The agreement includes a requirement to re- cash collateralize all outstanding amounts subject to certain minimum earnings and liquidity measures. The agreement includes a letter of credit fee of 2% per annum on total amount of letters of credit issued. The Company had $7.9 million of letters of credit outstanding at September 30, 2004.

On August 1, 2003, the Company entered into an asset purchase agreement with WAM!NET, a leading global provider of content management and delivery services, to acquire certain assets related to their commercial business operations, including their commercial customer contracts and related customer premise and other equipment. Under the terms of the agreement, the Company made an initial payment of $3.0 million for the acquired assets. The final purchase price was determined during the third quarter of 2004 to be $11.4 million based on the revenue derived from the acquired customers. The Company issued 4.4 million shares of common stock in payment of approximately 50% of the total purchase price. The Company will pay the balance in nine equal monthly installments of approximately $0.3 million each through April 2005. The final purchase price has been allocated to property and equipment and customer contracts based on their relative fair values.

In August 2000, the Company entered into a 20-year agreement with Kiel Center Partners, L.P. (“KCP”) pursuant to which it acquired the naming rights to an arena in St. Louis, Missouri. Total consideration for these rights amounted to approximately $71.8 million, including 750,000 shares of its common stock issued by the Company to KCP, which had a fair market value of $5.8 million at issuance and $66.0 million of cash payments to be made from 2002 through 2020. The related expense will be recognized over the term of the agreement. As of September 30, 2004, the Company had approximately $1.8 million of remaining deferred charges resulting from the issuance of common stock and $63.4 million of remaining cash payments owed under this agreement.

The Company is subject to various legal proceedings and other actions arising in the normal course of its business. While the results of such proceedings and actions cannot be predicted, management believes, based on facts known to management today, that the ultimate outcome of such proceedings and actions will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

SAVVIS has employment agreements with key executive officers. These agreements contain provisions with regard to base salary, bonus, stock options, and other employee benefits. These agreements also provide for severance benefits in the event of employment termination or a change in control of the Company.

NOTE 15—INDUSTRY SEGMENT AND GEOGRAPHIC REPORTING

The Company’s operations are organized into three geographic operating segments: Americas, Europe and Asia. Each geographic operating segment provides outsourced managed network, hosting, and application services to businesses in the legal, media, retail, professional services, healthcare, manufacturing, and financial services industries. The Company evaluates the performance of its segments and allocates resources to them based on revenue and operating income or loss. Financial information for the Company’s geographic segments for the three and nine months ended September 30, 2004 and 2003 is presented below. For the three months ended September 30, 2004 and 2003 revenue earned in the United States represented approximately 83% and 61%, respectively, of the total revenues and for the nine months ended September 30, 2004 and 2003 the comparable percentage of United States revenues to total revenues was 82% and 59%, respectively.

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Three months ended September 30, 2004	Americas			Europe			Asia			Eliminations			Total
Revenues	$	140,478		$	17,262		$	11,649		$	—		$	169,389
Depreciation, amortization, and accretion		19,487			679			359			—			20,525
Integration costs		3,715			—			—			—			3,715
Non-cash equity based compensation		156			—			—			—			156
Loss from operations		(3,379	)		(12,338	)		(3,627	)		—			(19,344	)
Net interest expense and other		(13,545	)		—			—			—			(13,545	)
Net loss		(16,924	)		(12,338	)		(3,627	)		—			(32,889	)
Identifiable assets	$	448,530		$	48,636		$	4,264		$	(78,412	)	$	423,018
Three months ended September 30, 2003	Americas			Europe			Asia			Eliminations			Total
Revenues	$	41,576		$	13,464		$	12,882		$	—		$	67,922
Depreciation, amortization, and accretion		12,334			632			315			—			13,281
Loss on sale of data center		8,106			—			—			—			8,106
Non-cash equity based compensation		2,660			—			—			—			2,660
Loss from operations		(11,653	)		(7,243	)		(2,809	)		—			(21,705	)
Net interest expense and other		(2,004	)		—			—			—			(2,004	)
Net loss		(13,657	)		(7,243	)		(2,809	)		—			(23,709	)
Identifiable assets	$	162,155		$	9,360		$	4,494		$	(48,140	)	$	127,869
Nine months ended September 30, 2004	Americas			Europe			Asia			Eliminations			Total
Revenues	$	367,800		$	47,021		$	35,694		$	—		$	450,515
Depreciation, amortization, and accretion		48,727			1,798			1,045			—			51,570
Integration costs		25,786			—			—			—			25,786
Non-cash equity based compensation		10,937			—			—			—			10,937
Loss from operations		(44,601	)		(34,611	)		(13,106	)		—			(92,318	)
Net interest expense and other		(34,807	)		—			—			—			(34,807	)
Net loss		(79,408	)		(34,611	)		(13,106	)		—			(127,125	)
Identifiable assets	$	448,530		$	48,636		$	4,264		$	(78,412	)	$	423,018
Nine months ended September 30, 2003	Americas			Europe			Asia			Eliminations			Total
Revenues	$	109,144		$	35,241		$	39,088		$	—		$	183,473
Depreciation, amortization, and accretion		41,965			1,598			865			—			44,428
Restructuring charges		7,903			—			—			—			7,903
Loss on sale of data center		8,106			—			—			—			8,106
Non-cash equity based compensation		7,984			—			—			—			7,984
Loss from operations		(47,291	)		(18,552	)		(6,312	)		—			(72,155	)
Net interest expense and other		(6,127	)		—			—			—			(6,127	)
Net loss		(53,418	)		(18,552	)		(6,312	)		—			(78,282	)
Identifiable assets	$	162,155		$	9,360		$	4,494		$	(48,140	)	$	127,869

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH (1) OUR ACCOMPANYING UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO, AND (2) OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS, NOTES THERETO AND MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2003 INCLUDED IN OUR ANNUAL REPORT ON FORM 10-K FOR SUCH PERIOD AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE RESULTS SHOWN HEREIN ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED IN ANY FUTURE PERIODS. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995) BASED ON CURRENT EXPECTATIONS WHICH INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS AND THE TIMING OF EVENTS COULD DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF FACTORS. FOR A DISCUSSION OF THE MATERIAL FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS, YOU SHOULD READ “RISK FACTORS” INCLUDED IN PART I, ITEM 1 OF OUR 2003 ANNUAL REPORT ON FORM 10-K.

EXECUTIVE SUMMARY

SAVVIS is a leading global IT utility, delivering secure, reliable, and scalable hosting, digital content management and network services. SAVVIS’ strategic approach combines the use of virtualization technology, a utility services model, and an automated software management and provisioning system. This allows customers to focus on their core business while SAVVIS ensures the quality of their IT infrastructure.

During the first quarter of 2004, SAVVIS acquired substantially all of the assets of Cable & Wireless USA, Inc. and Cable & Wireless Internet Services, Inc. together with the assets of certain of their affiliates (“Cable & Wireless America” or “CWA”). CWA, wholly-owned by Cable and Wireless PLC (“PLC”), provided a range of network and hosting services, including internet access via a Tier 1 IP network, complex hosting and other value-added services such as managed security and content distribution. We have included the CWA financial results in our reported results from the date the transaction closed, March 5, 2004. The CWA acquisition was financed through the issuance of $200.0 million in Subordinated Notes and warrants to purchase Series B Preferred Stock. Additionally, SAVVIS entered into a capital lease agreement for certain data centers and another administrative facility with an aggregate fair value of $52.0 million and a term of 15 years.

SAVVIS commenced business in 1996 and has grown its customer base to approximately 6,000 as of September 30, 2004. During the first quarter of 2004 SAVVIS added depth and breadth to its products and services available to its customers worldwide, including the customers acquired through the CWA transaction, through the addition of enhanced hosting products, a content delivery network and other network services.

PRODUCTS

The following briefly describes SAVVIS’ service offerings by revenue category.

SAVVIS offers a suite of Network, Voice, Hosting, Security, Media and Consulting services designed to meet a customer’s needs for security, reliability, performance, cost effectiveness and ease of use by combining innovative technologies with high quality transport and competitive pricing.

MANAGED IP VPN

Intelligent IP

SAVVIS’ private IP VPN, called Intelligent IP (IIP) Networking^SM, is a global high-performance network platform for a client’s voice, video, and data applications. IIP is fully managed and monitored by SAVVIS and includes all necessary hardware. It is quality-enabled, offering separate class of service standards that provide both physical and logical bandwidth separation and unique handling criteria that are specific to individual applications or groupings of applications. Multiple classes of services allow our VPN to support time-sensitive and highly critical applications like voice and video transport with minimal delay, latency and jitter. The unique architecture of Intelligent IP allows SAVVIS to deliver network solutions that combine the reliability, performance and security of private networks with the scalability and flexibility of the Internet.

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Financial Services

FTS

SAVVIS’ Financial Transaction Service (FTS) is a private “community of interest” that connects financial institutions to one another for the purpose of order routing or other transaction oriented applications. FTS is designed specifically to carry FIX protocol traffic although it can also support other transaction oriented messaging protocols such as FIXML, FpML, IP-CMS and ISO 15022, all of which are commonly used among financial organizations. Applications based on these protocols generally require low amounts of bandwidth over high quality transport. Our FTS offering is designed to give customers an alternative to complex, costly private line networks as well as unreliable trading “hubs” that have traditionally been used to connect trading parties.

COIN Multicast

SAVVIS’ COIN Multicast is a private multicast service that allows providers of streaming content to send a single stream to our network which is then replicated and routed to all recipients of that content on a subscription basis. It is designed for customers who do not require dedicated switching facilities and resources. Because this service is private network based, customers do not have to sacrifice security or performance as they would with an Internet-based solution. Also, because the content is delivered via multicast, customers do not have to worry about scaling issues as their subscriber base grows. SAVVIS has been delivering multicast content for a number of years in the form of real-time market data. By using multicast, financial data can be distributed to literally thousands of brokers and dealers throughout the world without having to increase the bandwidth at the data source exponentially to accommodate every new subscriber.

DDU

SAVVIS’ Data Delivery Utility (DDU) is a completely new alternative for the distribution of consolidated financial market data. DDU significantly reduces the latency and throughput associated with traditional means of distributing consolidated market data and guarantees this improved performance with stringent, end-to-end SLAs. Additionally, DDU is the first service to deliver market data on a “utility” basis, eliminating up-front costs and end-user fees and only charging customers a flat, monthly fee for the data sources they choose. Data feeds sources for DDU include AMEX, Archipelago ECN (ARCA), CBOT, CME, Island ECN, Montreal Stock Exchange, Nasdaq, NYBOT, NYMEX/COMEX, NYSE, OPRA, and Toronto Stock Exchange. Additional data feeds from other sources will be available in the near future.

HOSTING

As a leading global IT utility infrastructure service provider, SAVVIS delivers services such as security, consulting and utility hosting throughout its 24 world class data centers. These services are designed to offer the highest levels of uptime, availability, security, stability and expertise by continuing to leverage resources to deliver applications and infrastructure in a utility based format. These world class services allow our customers to experience the most reliable and secure computing environment while dramatically lowering their Total Cost of Ownership (TCO) of IT infrastructure assets

Security Services

SAVVIS’ principal mission is to deliver the industry’s best value in managed security services. This is accomplished by providing our customers a suite of services that leverages our considerable strengths within the SAVVIS Security Services (S3) operations team, hosting capabilities, and our professional services. SAVVIS’ legacy of delivering security services dates back to 1987, with the formation of our Common Criteria Test Lab (CCTL). Today, we offer one of the broadest portfolios of managed and professional security services, with many credentialed individuals dedicated to delivering best-in-class security services. Our S3 operations team includes personnel from the nations top security agencies including the CIA, FBI, NSA, military and local law enforcement agencies.

Utility Hosting, Compute and Storage

The SAVVIS utility service model is the next generation in managed hosting solutions. In the past, companies have had little choice when designing their application infrastructures but to build out for the maximum anticipated usage. And in most cases the maximum usage level is seldom reached, leaving expensive resources underutilized and contributing to higher total costs of ownership with lower returns on investment. The SAVVIS utility service makes over-buying obsolete. The solutions combine hosting network, computing and storage services to provide customers with application platforms that deliver better performance, higher availability and lower total cost than found with traditional service provider models. With this solution, SAVVIS customers have the ability to tap into the next generation of managed hosting services that deliver computing power and capacity at a low cost of ownership.

Colocation

SAVVIS’ colocation services offer a variety of options to customers with needs for space and power for their server and networking equipment needs. SAVVIS globally manages 24 state of the art Internet Data Centers (IDCs) in 16 regional markets so customers can easily access their equipment without driving too far. Conditioned power, cooling, fire suppression, physical security and hands-on support are key features that customers look toward SAVVIS to provide to them 24x7x365.

Intelligent Hosting

SAVVIS’ hosting services and solutions are sold under the Intelligent Hosting^SM brand name. Services and features included with Intelligent Hosting span the full range of IT requirements of the most demanding enterprise customers and are backed by the experience, knowledge and systems, built by SAVVIS, to manage over 17,000 servers simultaneously, around the globe, for the

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demanding financial services industry. Intelligent Hosting solutions include dedicated server hardware, software, network services such as load balancing and SSL, managed SAN and NAS services, managed high-speed backup and data recovery services, high-speed redundant Internet service, integrated private network options, systems management, security services, and much more. Because SAVVIS has developed a flexible, scalable and centralized service delivery approach, all business requirements- from a single server site to a complex, high-availability, multi-tiered environment, can be designed, built and managed quickly and reliably.

Intelligent Messaging and Collaboration

SAVVIS’ Intelligent Messaging and Collaboration suite of services includes two Microsoft Collaboration product offerings. SAVVIS delivers Microsoft Hosted Exchange 2003 for outsourcing enterprise email and Microsoft SharePoint for document collaboration and resource sharing. Both are hosted on the SAVVIS Utility Compute and Store platform. The Intelligent Messaging and Collaboration portfolio emphasizes high performance, availability, reliability, security, and cost effectiveness.

Consulting

SAVVIS Consulting offers a wide range of professional services that span a broad range of disciplines and technologies. Our consulting services organization provides comprehensive, end-to-end solutions that target our customers’ specific business requirements. With years of combined expertise assessing, architecting, and managing next generation web, security and network technologies, our world-class consultants have become the “trusted advisors” to many Fortune 100, 500 and Global 2000 companies. Our strong intellectual property and expertise in a wide array of technologies including security, networking, high availability, web based applications, migrations, project/program management and media services to name a few has positioned SAVVIS as one of the leading providers of IT consulting services in the market today.

Backup and Storage

Many customers count on SAVVIS storage and backup services to safeguard their data. Today, enterprise data is at high risk, both from external threats such as destructive worms and viruses and malicious hacking, and from internal breakdowns such as buffer overflows and equipment failures. SAVVIS Storage and Backup services include Managed Backup, Managed Vaulting, Backup Care, Storage Care and Utility Storage. Each service is highly flexible enabling the customer to design the solution according to their needs. This flexibility combined with unmatched service delivery provides the customer with a service that simply cannot be replicated at a similar cost point.

Intelligent Monitoring

SAVVIS Intelligent MonitoringSM (SIM) provides proactive 24x7 monitoring and management of business critical IT applications and infrastructure. Today, our offering supports a wide array of networking devices, operating systems, database systems and web servers. Because SAVVIS has developed a flexible, scalable and centralized service approach, a variety of devices and applications can be monitored and supported to alert customer of problems allowing for faster problem escalation and resolution.

DIGITAL CONTENT MANAGEMENT

WAM!NET

WAM!NET services, were custom designed for the Media industry, providing a shared-managed infrastructure tied to applications that streamline process and workflow around the creation, production and distribution of digital content. These services help companies to manage, share, store, and distribute their digital content inside of their organization, and throughout their external supply chains, using a single access point.

With an open and scalable infrastructure, SAVVIS Media Services enable customers to plug into a collaborative workflow and connect to their global communities of interest with ease. Media customers can gain considerable productivity, faster time-to-market, and cost-saving benefits while eliminating time-intensive and costly analog steps in their workflows, IT management and maintenance requirements, and technology obsolescence that are generally associated with simple software utilities or proprietary networks.

CDN

Our Content Delivery Network (CDN) Services enables subscribers to distribute their Web content easily, rapidly and reliably to end-users from a global network of servers located at the edge of the Internet. Our patented Footprint technology utilizes our geographically dispersed content delivery network to direct content requests to the optimum content server. And our Content Delivery Service guarantees that content is distributed faster than content delivered from an origin server, maximizing the end-users viewing experience. Content will always be delivered quickly and consistently, regardless of intense traffic loads or network congestion.

SAVVIS acquired one of the largest Content Delivery Networks (CDN) in the world as part of the CWA asset acquisition. The CDN, based on patented intellectual property, offers customers reliable delivery of content, including media, software updates and banner ads without forcing them to commit to a heavily capitalized infrastructure. These data types are subject to occasional bouts of flash traffic and certain latency requirements that make traditional delivery methods less effective and more costly. CDN enables customers to distribute their Web content easily, rapidly and reliably to end-users from a global network of servers located at the edge of the Internet. By placing the frequently accessed content closer to the end user, the customer’s content avoids Internet backbone congestion and routing issues. The result is improved performance, increased scalability and availability, and lower costs.

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OTHER NETWORK SERVICES

SAVVIS offers four groups of network services: Internet, Managed Voice, Private Line and Layer-2 VPNs. These services can be purchased individually or in combination with other SAVVIS services. The network portfolio emphasizes high performance and availability, end-to-end management and monitoring, any-to-any connectivity, security, and cost effectiveness.

Internet

SAVVIS offers Tier 1 Internet services in the US, Europe and Asia on networks that are consistently ranked as the highest performing in the industry. SAVVIS Internet can be broadly defined as either managed or non-managed, offered at speeds from fractional T-1 or E-1 to full OC192. For the Small / Medium-sized Business, SAVVIS offers either Managed IP (MIP) Internet, which is fully managed or Dedicated Internet Access (DIA) which can be either managed or unmanaged. These services are offered at speeds up to 45Mbps. For the Large Enterprise or Carrier customer, SAVVIS offers High Speed Dedicated Internet Access (HS-DIA) which is unmanaged and delivered at speeds ranging from OC3 to OC192.

Private Line

SAVVIS’ private line product is sold under the Bandwidth ConnectSM brand name. Bandwidth Connect is a private line, point-to-point service that is sold on the SAVVIS OC192 backbone in the US and Europe at physical line rates of T-1 and up. These circuits are dedicated to an individual customer that wants to connect two points or to use SAVVIS as a transport leg in a broader, global connection path.

Managed Voice

SAVVIS delivers its customers instant access to a full suite of voice transport and enhanced voice services with our Hosted and Managed Voice Services. Our voice platform follows the SAVVIS Utility model, expanding our direction and support of applications hosted and accessible on the SAVVIS Network. Combining powerful network-based enhanced voice applications with voice transport services utilizing both the Intelligent IP QoS enabled backbone and the Public Switched Telephone Network (PSTN), this architecture is conducive to overcoming many of the traditional hurdles that have plagued IP voice implementations. The result is a set of services that deliver immediate benefits without requiring customers to invest in new hardware or upgrade their existing voice infrastructure.

High Speed Layer-2 VPN

Our High Speed Layer-2 VPN offering utilizes MPLS as a means to connect two or more sites using potentially disparate Layer-2 protocols over the SAVVIS MPLS enabled backbone. This service is extremely flexible as it is layer-2 access agnostic, can be fully meshed, allows for rapid deployment of additional capacity and offers a number of practical applications. It also provides the speed and inherent security of a non-routed network. SAVVIS has identified three primary applications of High Speed Layer-2 VPN as Meshed VPN, Psuedo-Wire and Private Peering.

• Meshed VPN – Enterprises with large bandwidth needs and established IT infrastructures can use this service as a partially or fully-meshed WAN architecture for any application.

• Psuedo-Wire – Enterprises or Carrier customers can use this service for point-to-point connectivity. It offers the inherent security and performance of a layer-2 connection but is much more flexible and cost-effective than private line service.

• Private Peering – Carrier customers can use this platform as an alternative to multi-hop public peering if they want to connect directly to another carrier without the capital costs usually associated with private peering.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

Revenue consists primarily of revenue from Managed IP VPN, Hosting, Digital Content Management, and Other Network Services, which are recognized when earned over the term of the related contract or as services are delivered. Installation fee revenue and the associated installation costs are deferred in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Such deferred revenue and costs are recognized into Revenue and Data Communications and Operations costs in the Condensed Consolidated Statements of Operations on a straight-line basis over periods of up to 21 months, the estimated average life of a customer contract. For all periods, any services billed and payments received in advance of providing services are deferred until the period such services are earned. Adjustments for estimated credits to be issued are recorded as a reduction in revenue based on historical credits issued and known disputes.

Intangible Assets

Management accounts for the identifiable intangible assets acquired in various transactions in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intangible assets acquired are valued in the accompanying Condensed Consolidated Balance Sheets as an asset purchase at an amount which reflects the allocation of the estimated purchase price based on their estimated fair value.

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Accounting for Income Taxes

We have provided a full valuation allowance on tax loss carry-forwards and other potential tax benefits according to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” As a result, to the extent that we realize those benefits in future periods, they will favorably affect net income. We have recorded a valuation allowance for the full amount of our net deferred tax assets because the future realization of the tax benefit is uncertain. At September 30, 2004, the Company has approximately $513.8 million in United States net operating loss carry-forwards expiring between 2011 and 2023, of which approximately $248.0 million is subject to the Section 382 limitation of the Internal Revenue Code.

AGREEMENTS AND TRANSACTIONS

General Electric Capital Corporation Agreement

In August 2004, the Company amended the terms of its master lease agreement with General Electric Capital Corporation (“GECC”). Under the amended terms, the Company pre-paid $7.5 million and began cash interest payments in October, 2004. Under the amended terms, the interest rate was lowered from 12% to 9% for the first year after the prepayment. The Company will pay approximately $1.2 million of interest in the fourth quarter of 2004. The maturity date of the lease remains March 8, 2007.

Cable and Wireless Agreements

In January 2004, the Company signed a definitive agreement to purchase substantially all of the assets of CWA. CWA, wholly-owned by PLC, provided a range of network and hosting services, including internet access to a Tier 1 IP network, colocation, hosting and other value-added services such as managed security and content distribution. The transaction was approved by the U.S. Bankruptcy Court and other regulatory agencies. The results of CWA are included in our results since the date of the acquisition on March 5, 2004.

The total purchase price consisted of $155.0 million in cash, the assumption of certain liabilities and leases for certain data centers and other facilities, and the funding of CWA’s working capital losses from January 28, 2004, through March 5, 2004, which totaled $14.1 million. Additionally, the Company entered into an agreement to transfer its rights at closing to acquire four of the CWA data centers and one office facility to Du Pont Fabros Interests LLC (“Du Pont Fabros”) for $52.0 million paid directly to the CWA bankruptcy estate. The Company subsequently leased those facilities back from Du Pont Fabros for 15 years. As a result, the total cash cost of the CWA assets prior to the assumption of liabilities, was $117.1 million.

In February 2004, SAVVIS entered into a transition services agreement with PLC, to provide for the exchange of certain services between the parties over a twelve month period from the acquisition date. The agreement defines the various services to be provided, the appropriate service levels and the associated pricing of those services for each party. The agreement provides for PLC to continue providing certain support and access to licensed software, the settlement of accounts receivable, and customer migration procedures. The agreement requires SAVVIS to continue to allow PLC’s use of the SAVVIS network during the transition period, until PLC’s customers are fully migrated to an alternative network. Compared to the second quarter of 2004, revenue decreased 2% largely due to the anticipated termination of transitional services with PLC.

Reuters Agreements

On September 28, 2001 Reuters acquired a portion of the assets of Bridge. In connection with the asset acquisition, Reuters entered into a network services agreement with us, pursuant to which we agreed to provide continuing network services to the Bridge customers acquired by Reuters, as well as Internet access and colocation services, and Reuters agreed to purchase such services. The network services agreement provides that our network must perform in accordance with specific quality of service standards. In the event we do not meet the required quality of service levels, Reuters would be entitled to credits, and, in the event of a material breach of such quality of service levels, Reuters would be entitled to terminate the network services agreement. We are not aware of any current material breaches. We have recognized revenue of $19.9 million and $59.6 million for the three and nine months ended September 30, 2004, respectively, and $21.3 million and $63.1 million for the three and nine months ended September 30, 2003, respectively from Reuters under the network services agreement, as amended. Pursuant to the network services agreement, Reuters is obligated to purchase $36.9 million of services through September 30, 2005. Thereafter, Reuters will no longer be obligated to purchase network services from us.

Reuters owned approximately 15% and 16% of our outstanding voting stock as of September 30, 2004, and December 31, 2003, respectively. During the first quarter of 2004, Reuters notified us that they voluntarily suspended their right (under terms of their investment) to have an observer present at our board of directors and audit committee meetings.

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WAM!NET Transaction

On August 1, 2003, we entered into an asset purchase agreement with WAM!NET, a leading global provider of content management and delivery services, to acquire certain assets related to their commercial business operations, including their commercial customer contracts and related customer premise and other equipment. Under the terms of the agreement, we made an initial payment of $3.0 million for the acquired assets. The final purchase price was determined during the third quarter of 2004 to be $11.4 million based on the revenue derived from the acquired customers. We issued 4.4 million shares of our common stock in payment of approximately 50% of the total purchase price. We will pay the balance in nine equal monthly installments of approximately $0.3 million each through April 2005. The final purchase price of $11.4 million has been allocated to property and equipment and customer contracts based on their relative fair values.

The purchase price of the WAM!NET assets was adjusted during 2004 to reflect an achievement of certain revenue derived from the acquired customers. The adjustment of $3.8 million represented an increase in the expected earn-out payment to WAM!NET from $4.6 million to $8.4 million based on customer performance.

Long-Term Debt, Preferred Stock, and Warrants Outstanding

Series A Subordinated Notes

In the first quarter of 2004, we issued $200.0 million of our Series A Subordinated Notes (“Subordinated Notes”). The proceeds were used to fund the CWA acquisition and to fund the on-going operational, working capital and capital expenditure requirements related to the CWA acquired assets or caused by the CWA acquisition. The debt issuance costs associated with the Subordinated Notes were $2.0 million. The Subordinated Notes accrue interest based on a 365 day year at a rate of 12.5% per annum until February 3, 2005 and 15% per annum thereafter, payable in kind semi-annually on June 30 and December 31. The Subordinated Notes contain an early redemption feature, a make whole premium and a change of control clause. Upon a change of control the holders of the Subordinated Notes have the right to require us to redeem any or all of the Subordinated Notes at a cash price equal to 100% of the principal amount of the Subordinated Notes, plus all accrued and unpaid interest as of the effective date of the change in control. The Subordinated Notes mature in a single installment on February 9, 2009. The outstanding long-term debt balance as of September 30, 2004 was $157.8 million, net of $58.6 million in unamortized Original Issue Discount resulting from the issuance of Series B Convertible Preferred Stock as discussed below.

Series A Convertible Preferred Stock

In 2002, we issued 203,070 shares of Series A Convertible Preferred Stock (“Series A Preferred”) to entities and individuals affiliated with Welsh, Carson, Anderson & Stowe (“Welsh Carson”), Constellation Ventures (“Constellation”), Reuters, and other parties. The Series A Preferred accrues dividends at the rate of 11.5% per annum on the outstanding accreted value thereof (initially $1,000 per share) through March 18, 2010. Thereafter, dividends will be payable in cash or in kind at our option. Accrued but unpaid dividends will be added to the outstanding accreted value quarterly. The Series A Preferred is convertible into such number of shares of our common stock equal to the outstanding accreted value divided by the conversion price, $0.75. In connection with this transaction, we granted the holders registration rights with respect to the shares of our common stock issuable upon conversion of the Series A Preferred, including demand registration rights and piggy-back registration rights. Additionally, we incurred $3.0 million in offering costs related to the issuance of the 203,070 shares of Series A Preferred which was recorded as a reduction of the convertible Series A Preferred balance in Stockholders’ Equity (Deficit) in the Condensed Consolidated Balance Sheets.

Series B Convertible Preferred Stock

During the first quarter of 2004, our Board of Directors authorized 11.0 million shares of Series B Convertible Preferred Stock (“Series B Preferred”) at a $.01 par value. In connection with the issuance of our Subordinated Notes as discussed above, we also issued warrants to purchase shares of the Series B Preferred to a group of investors that also included existing stockholders related to Welsh Carson and Constellation. The warrants were exercised simultaneously upon issuance on a “cashless” basis into 6.6 million shares of Series B Preferred and, as a result, the outstanding Series B Preferred is convertible, upon stockholder approval, into approximately 65.5 million shares of common stock. The common stock issuable upon conversion of the Series B Preferred will not be registered under the Securities Act and, therefore, may not be transferred or sold except pursuant to an effective registration statement or pursuant to an exemption from the registration requirement of the Securities Act. We granted Welsh Carson demand and piggy-back registration rights and we granted the other stockholders piggy-back registration rights only. Stockholder approval has been received via written consents from shareholders holding a majority of the Company’s outstanding voting shares. The Company expects the stockholders approval to become effective and the Series B Preferred Shares to convert into common shares, during the fourth quarter of 2004.

Warrants Outstanding

In connection with our recapitalization in 2002, we issued five-year warrants to Nortel Networks, Inc. and GECC to purchase approximately 6.4 million and 9.6 million shares, respectively, of our common stock at $0.75 per share. In the first quarter of 2004, GECC exercised their warrant pursuant to a “cashless exercise” and received approximately 7.0 million shares of our common stock.

Additionally in 2002, we issued five-year performance warrants to entities affiliated with Constellation to acquire shares of common stock at $0.75 per share. The warrants vested in a total of three tranches as Constellation earned the right to exercise the warrants when it met certain performance criteria related to aiding the Company in winning new business. During the fourth quarter of 2003, the first quarter of 2004, and the second quarter of 2004, respectively, Constellation met the performance criteria under the warrants causing 10.0 million warrants to vest, which resulted in non-cash equity-based compensation expense of $3.4 million and $6.6 million

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and $3.8 million, respectively. In the first quarter of 2004, Constellation exercised their first tranche of vested warrants pursuant to a “cashless exercise” and received approximately 2.6 million shares of our common stock.

STATEMENT OF OPERATIONS CAPTION SUMMARY

Revenue. Our revenue is derived primarily from the sale of Managed IP VPN, Hosting, Digital Content Management, and Other Network Services. Revenue from a related party, Reuters, was approximately 12% and 13% for the three and nine months ended September 30, 2004, respectively, and 31% and 34% for the three and nine months ended September 30, 2003, respectively, of our total revenue. We expect our revenue from related parties to continue to decrease as a percentage of our total revenues as we expand our diversified customer base. Our diversified customer base includes all customers except Reuters and Telerate.

We generally charge customers an installation fee for new services that typically equals one month’s revenue. Occasionally these installation fees are waived during contract negotiations when the customer agrees to longer contract terms or higher monthly cost over the contract term. Additionally, we charge a fixed or variable monthly fee depending on the services provided. Our customer contracts are typically for 12 to 36 months in length. Installation fees are recognized as revenue over a period up to 21 months, the estimated average life of customer contracts.

Prices for telecommunication services, including the network-related services we offer, have decreased significantly over the past several years and we expect to see continued decreases for the foreseeable future. Lower prices charged to our customers are reflective of our lower costs incurred to provide the service.

Data communications and operations. Data communications and operations expenses include the cost of:

• leasing local access lines to connect customers to our points of presence (“PoPs”);

• leasing backbone circuits to interconnect our PoPs;

• IRU operations and maintenance;

• rental costs, utilities, and other operating costs for hosting space;

• internet usage associated with CDN traffic;

• salaries and related benefits for engineering, service delivery/provisioning, customer service, consulting services personnel and operations personnel, who maintain our network, monitor network performance, resolve service faults, and install new sites; and

• other related repairs and maintenance items.

Sales, general and administrative. These expenses include the cost of:

• sales and marketing salaries and related benefits;

• product management, pricing and support, salaries and related benefits;

• sales commissions and referral payments;

• advertising, direct marketing and trade shows;

• occupancy costs;

• executive, financial, legal, tax and administrative support personnel and related costs;

• professional services, including legal, accounting, tax and consulting services; and

• bad debt expense.

Integration Costs. Integration costs represent the incremental costs of combining the CWA and SAVVIS organizations, including rationalization of facilities, retention bonuses, integration consulting by third parties, and specific costs pursuant to the CWA asset

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purchase agreement including cure costs and contract rejection penalty costs. These costs provide current or future benefit to the combined company. These costs are direct incremental costs incurred to obtain the synergies of the combined companies and are not expected to continue once the Company has completed its integration plan.

Depreciation, amortization and accretion. Depreciation and amortization expense consists primarily of the depreciation and amortization of communications equipment, capital leases, and intangibles. Generally, depreciation and amortization is calculated using the straight-line method over the useful life of the associated asset. Subsequent to the CWA acquisition, accretion expenses related to the aging of the discounted present value of various liabilities including adjustments for contracts and capital leases are included in this line item. The CWA acquisition significantly increased the depreciable asset and intangible asset base as much of the value was assigned to IRUs, communications equipment, and leasehold improvements.

Non-cash Equity-based Compensation. Non-cash equity-based compensation represents charges to earnings for the difference between the estimated fair market value of our common stock and the exercise price for options granted to employees, and compensation expense related to the vesting of the performance warrants granted to Constellation as more fully described above under the “Long-Term Debt, Preferred Stock, and Warrants Outstanding” caption.

Interest expense. Interest expense is incurred relative to our Subordinated Notes and our capital lease obligations. Interest on our Subordinated Notes accrues on the $200.0 million of proceeds and accrued unpaid interest until February 3, 2005 at 12.5% increasing to 15% in the remaining four years of the term. The unamortized Original Issue Discount of $58.6 million is being accreted over the term of the Subordinated Notes and is reflected in interest expense. Interest on our capital lease liability with GECC accrues at 9% and will be paid in cash commencing October, 2004. Interest on our capital lease liability with Du Pont Fabros accrues at approximately 17.4% and is compounded monthly. Cash interest payments on our capital lease with Du Pont Fabros commence in the fourth quarter of 2004. Additionally, in the future we may pursue other financing arrangements including leases, which we expect to include an interest component.

RESULTS OF OPERATIONS

The historical financial information included in this Form 10-Q will not reflect our future results of operations, financial position and cash flows.

THREE MONTHS ENDED SEPTEMBER 30, 2004 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003

Executive Summary of Results of Operations

Our revenues increased 149% in the third quarter of 2004 as a result of the addition of the CWA business and organic growth in our legacy service offerings, which outpaced declines in services provided to Reuters and Telerate. Gross margin increased $24.0 million or 94% over 2003 to $49.6 million, or 29% of revenue. Net loss was $32.9 million, a change from a net loss of $23.7 million in 2003 primarily driven by $3.7 million in integration expenses, an $11.5 million increase in net interest expense and other, and a $7.2 million increase in depreciation, amortization, and accretion expenses partially offset by a $2.5 million decrease in non-cash equity-based compensation. The gross margin increased $24.0 million offset by an increase in sales, general and administrative of $21.3 million. Net loss in 2003 was impacted by the $8.1 million loss on the sale of a data center.

Revenues

	Three Months Ended September 30, (in thousands)
	2004		2003		Dollar Change			Percent Change
Diversified Revenue:
Managed IP VPN	$	22,582	$	15,604	$	6,978		45	%
Hosting		76,331		9,281		67,050		722	%
Other Network Services		25,732		4,796		20,936		437	%
Digital Content Management		14,081		4,420		9,661		219	%
Total Diversified Revenue		138,726		34,101		104,625		307	%
Reuters and Telerate		30,663		33,821		(3,158	)	(9	)%
Total Revenue	$	169,389	$	67,922	$	101,467		149	%

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Revenue. Revenue was $169.4 million for the three months ended September 30, 2004, an increase of $101.5 million, or 149%, from $67.9 million for the three months ended September 30, 2003. The acquisition of CWA resulted in a significant increase in our customer base and impacted all categories of diversified revenue. Diversified Managed IP VPN revenues increased $7.0 million, or 45% to $22.6 million compared to $15.6 million for 2003. Diversified Hosting revenue increased $67.1 million, or 722%, to $76.3 million in 2004 from $9.3 million in 2003. Other Network Services includes the legacy SAVVIS and CWA Internet Access revenues and CWA private line services which increased $20.9 million or 437% to $25.7 million in 2004, compared to $4.8 million for 2003. Digital Content Management revenues include CDN revenues and the revenues from WAM!NET customers which increased $9.7 million from the previous year.

Reuters and Telerate revenues were $30.7 million in the three months ended September 30, 2004, a decrease of $3.2 million, or 9% from $33.8 million in the three months ended September 30, 2003. The decline represents the continued reduction in those companies’ customer bases in addition to a reduction in Reuters’ minimum purchase obligation with us.

Data Communications and Operations (exclusive of non-cash equity-based compensation, depreciation, amortization, and accretion). Data communications and operations expenses were $119.8 million for the three months ended September 30, 2004, an increase of $77.4 million, from $42.4 million in 2003. The increase in these costs was primarily related to the CWA acquisition resulting in increases in each functional expense item including personnel costs, network expenses, facility rent, and facility maintenance to support the increased revenue. Furthermore, gross margin was $49.6 million for the three months ended September 30, 2004, an increase of $24.0 million, from $25.5 million in 2003. As a percentage of revenue, gross margin decreased to 29% in the current quarter, compared to 38% reported in 2003. We believe gross margin will remain consistent in the fourth quarter of 2004 with current levels achieved in the third quarter as we realize lower circuit costs, reduced security costs, and additional benefits of further site optimization.

Sales, General and Administrative (exclusive of non-cash equity-based compensation). Sales, general and administrative expenses were $44.5 million for the three months ended September 30, 2004, an increase of $21.3 million, or 92%, from $23.2 million for 2003. This increase is primarily attributable to the CWA acquisition resulting in increases in personnel costs, commissions, temporary labor, provision for bad debt, property taxes, and facility maintenance to support the growth in the business. Sales, general and administrative expenses as a percentage of revenue were 26% for 2004 as compared to 34% of revenue in 2003. We expect sales, general and administrative expenses in the fourth quarter of 2004 to remain in a range consistent with results achieved in the third quarter.

Integration Costs. Integration costs were $3.7 million during the three months ended September 30, 2004. Included in these costs were $0.4 million for consulting services related to integration, $1.1 million for payroll costs and stay bonuses and $1.9 million for PoP consolidation and network restructuring. We expect these costs to total approximately $30 million in 2004. We are focused on completing the integration of SAVVIS and CWA assets and operations and believe annualized savings of over $120.0 million can be generated through this process.

Depreciation, Amortization and Accretion. Depreciation, amortization, and accretion expense was $20.5 million and $13.3 million for the three months ended September 30, 2004, and September 30, 2003, respectively. Subsequent to the CWA acquisition, accretion expenses relating to aging of the discounted present value of various liabilities including adjustments for long-term fixed price contracts are included in this line item. Consistent with historical presentation, the amortization of intangibles and depreciation of long-lived assets are reflected here. The acquisition significantly increased the depreciable asset and intangible base as much of the value was assigned to IRUs, communications equipment, and leasehold improvements. Management expects depreciation, amortization, and accretion to be approximately $20 million in the fourth quarter of 2004, excluding the impact of additional capital expenditures.

Non-cash Equity-based Compensation. Non-cash equity-based compensation amounted to $0.2 million for the three months ended September 30, 2004 versus $2.7 million in the same period in 2003. The decrease represents a decline in deferred compensation as the majority of the required compensation had been recognized by the end of 2003.

Net Interest Expense and Other. Net interest expense and other for the three months ended September 30, 2004 was $13.5 million, an increase of $11.5 million from 2003. The increase is a result of the new Subordinated Notes issued during the first quarter and the capital lease interest on the Du Pont Fabros capital leases. Management expects interest expense will be approximately $14 million in the fourth quarter of 2004, under our current financing arrangements.

Net Loss. The net loss for the three months ended September 30, 2004, was $32.9 million, a $9.2 million increase from the net loss for the three months ended September 30, 2003, of $23.7 million. Net loss was primarily affected by a $3.7 million increase in integration expense, an $11.5 million increase in net interest expense and other and a $7.2 million increase in depreciation, amortization, and accretion expenses. Net loss in 2003 was impacted by $8.1 million loss on the sale of a data center.

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NINE MONTHS ENDED SEPTEMBER 30, 2004 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003

Executive Summary of Results of Operations

Our revenues increased 146% in the first nine months of 2004 as growth in our diversified revenue and the addition of CWA far outpaced declines in services provided to Reuters and Telerate. Gross margin increased $59.4 million or 93% over 2003 to $123.4 million or 27% of revenue. Net loss was $127.1 million, a change from a net loss of $78.3 million in 2003 primarily driven by $25.8 million of integration expenses in 2004, a $28.7 million increase in net interest expense and other, and a $3.0 million increase in non-cash equity-based compensation, partially offset by a $7.9 million restructuring charge in 2003. The gross margin increase was offset by an increase in sales, general and administrative of $59.7 million. Depreciation, amortization, and accretion expenses increased $7.1 million in 2004. Results in 2003 were impacted by $8.1 million loss on sale of a data center.

Revenues

	Nine Months Ended September 30, (in thousands)
	2004		2003		Dollar Change			Percent Change
Diversified Revenue:
Managed IP VPN	$	62,337	$	40,759	$	21,578		53	%
Hosting		187,565		19,006		168,559		887	%
Other Network Services		72,313		13,776		58,537		425	%
Digital Content Management		35,055		4,420		30,635		693	%
Total Diversified Revenue		357,270		77,961		279,309		358	%
Reuters and Telerate		93,245		105,512		(12,267	)	(12	)%
Total Revenue	$	450,515	$	183,473	$	267,042		146	%

Revenue. Revenue was $450.5 million for the nine months ended September 30, 2004, an increase of $267.0 million, or 146%, from $183.5 million for the nine months ended September 30, 2003. The acquisition of CWA resulted in a significant increase in our customer base and impacted all categories of diversified revenue. Diversified Managed IP VPN revenues increased $21.6 million or 53% to $62.3 million, compared to $40.8 million for 2003. Diversified Hosting revenue increased $168.6 million, or 887%, to $187.6 million in 2004 from $19.0 million in 2003. Digital Content Management revenues include CWA CDN revenues and revenues from WAM!NET customers increased $30.6 million from the previous year includes the legacy SAVVIS and CWA Internet Access revenues and CWA private line services increased $58.5 million, or 425% to $72.3 million in 2004, compared to $13.8 million for 2003.

Reuters and Telerate revenues were $93.2 million in the nine months ended September 30, 2004, a decrease of $12.3 million, or 12% from $105.5 million in the nine months ended September 30, 2003. The decline represents the continued reduction in those companies’ customer bases in addition to a reduction in Reuters’ minimum purchase obligation with us.

Data Communications and Operations (exclusive of non-cash equity-based compensation, depreciation, amortization, and accretion). Data communications and operations expenses were $327.1 million for the nine months ended September 30, 2004, an increase of $207.6 million, from $119.5 million in 2003. The increase in these costs was primarily related to the CWA acquisition, resulting in increases in each functional expense item including personnel costs, network expenses, facility rent, and facility maintenance to support the increased revenue. Gross margin was $123.4 million for the nine months ended September 30, 2004, an increase of $59.4 million, from $64.0 million in 2003. As a percentage of revenue, gross margin was 27% in 2004 as compared to 35% in 2003. We believe gross margin will remain consistent in the fourth quarter of 2004 with current levels achieved in the third quarter as we realize lower circuit costs, reduced security costs, and additional benefits of further site optimization.

Sales, General and Administrative (exclusive of non-cash equity-based compensation). Sales, general and administrative expenses were $127.4 million for the nine months ended September 30, 2004, an increase of $59.7 million, or 88%, from $67.8 million for 2003. This increase is primarily attributed to the CWA acquisition resulting in increases in personnel costs, commissions, temporary labor, provision for bad debt, property taxes, and facility maintenance to support the growth in the business. Sales, general and administrative expenses as a percentage of revenue were 28% for the nine months ended September 30, 2004 and 37% for the same period of 2003. We expect sales, general and administrative expenses in the fourth quarter of 2004 to remain in a range consistent with results achieved in the third quarter.

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Integration Costs. Integration costs were $25.8 million during the nine months ended September 30, 2004. Included in these costs were $7.5 million for specific contractual costs enumerated in the CWA asset purchase agreement, $3.7 million for consulting services related to integration, $5.5 million for payroll costs and stay bonuses, $3.4 million for PoP consolidation and network restructuring, and $4.6 million for rationalization and migration off of rejected vendor circuits. We expect these costs to total approximately $30 million in 2004. We are focused on completing the integration of SAVVIS and CWA assets and operations and believe annualized savings of over $120.0 million can be generated through this process.

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expense was $51.6 million and $44.4 million for the nine months ended September 30, 2004 and September 30, 2003, respectively. Subsequent to the CWA acquisition, accretion expenses relating to aging of the discounted present value of various liabilities including adjustments for long term fixed price contracts and operating leases are included in this line item. Consistent with historical presentation, the amortization of intangibles and depreciation of long-lived assets are reflected here. The acquisition significantly increased the depreciable asset and intangible base as much of the value was assigned to communication equipment, IRUs and leasehold improvements. Management expects depreciation, amortization, and accretion to be approximately $20 million in the fourth quarter of 2004, excluding the impact of additional capital expenditures.

Non-cash Equity-based Compensation. Non-cash equity-based compensation amounted to $10.9 million for the nine months ended September 30, 2004, versus $8.0 million in 2003. The increase primarily represents non-cash compensation expense for 6.6 million performance warrants held by Constellation which was earned during 2004.

Net Interest Expense and Other. Net interest expense and other for the nine months ended September 30, 2004 was $34.8 million, an increase of $28.7 million from 2003. The increase is a result of the new Subordinated Notes issued during the first quarter of 2004 and the capital lease interest on the Du Pont Fabros capital leases. Management expects interest expense will be approximately $14 million in the fourth quarter of 2004, under our current financing arrangements.

Net Loss. The net loss for the nine months ended September 30, 2004, was $127.1 million, a $48.8 million increase from the net loss for the nine months ended September 30, 2003, of $78.3 million. Net loss was primarily affected by a $25.8 million increase of integration expense, a $28.7 million increase in net interest expense and other, a $3.0 million increase in non-cash equity-based compensation, offset by a $7.9 million restructuring charge in 2003. Net loss was also impacted by $7.1 million depreciation, amortization, and accretion expenses increase in 2004, offset by $8.1 million loss on the sale of a data center in 2003.

LIQUIDITY AND CAPITAL RESOURCES

Executive Summary of Liquidity and Capital Resources

At September 30, 2004 our cash balances were $53.4 million. We used $35.0 million in operating cash flow during the nine month period ended September 30, 2004; an increase in cash used in operating activities of $30.7 million. Cash payments for acquisition and integration related to costs necessary to realize synergies were $33.0 million during the nine-month period. The significant events affecting our cash balance in the period were the acquisition of the CWA assets, the related financing, and subsequent integration costs. We issued $200.0 million of Subordinated Notes in the first quarter of 2004 in connection with the acquisition. Additionally we transferred our rights to acquire certain data center property of CWA that provided cash of $52.0 million, which was paid directly to CWA, resulting in lowering our purchase price of the CWA assets. The cash impact of the acquisition was cash payments of $117.1 million, including working capital funding of $14.1 million. Net increase in cash during the nine-month period ended September 30, 2004 was $25.2 million as compared to a net decrease in cash of $3.9 million for the nine months ended September 30, 2003.

Discussion of Changes in Liquidity and Capital Resources

Cash used in operating activities increased to $35.0 million for the nine months ended September 30, 2004 from cash used of $4.3 million in 2003. The $30.7 million increased cash usage is primarily due to payments of $33.0 million for acquisition and integration-related costs. Net cash used in operations before considering working capital changes was $29.1 million for the nine months ended September 30, 2004, as compared to a net cash used of $4.5 million for 2003. Trade accounts receivables used $9.6 million in cash in the nine months ended September 30, 2004, as compared to providing cash of $4.1 million for the same period in 2003.

Net cash used by investing activities for the nine months ended September 30, 2004 was approximately $139.3 million comprised of the net cash used for the CWA acquisition of $117.1 million and capital expenditures of $24.1 million partially offset by $2.6 million in proceeds from the sale of excess acquired assets. This is a change of $156.4 million from the $17.2 million cash provided by investing activities during the nine months ended September 30, 2003.

Net cash provided by financing activities was $199.5 million for the nine months ended September 30, 2004 as compared to net cash used in financing activities of $15.9 million in the nine months ended September 30, 2003. The cash provided in 2004 was due to our issuance of Subordinated Notes in the amount of $200.0 million. We issued Subordinated Notes together with warrants to purchase Series B Preferred in exchange for $200.0 million in cash. The Subordinated Notes were used to fund the CWA

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acquisition and to fund our on-going operational, working capital and capital expenditure requirements related to the CWA acquired assets or caused by the CWA acquisition. Net changes in restricted cash provided $8.0 million, offset by payments under capital leases of $9.8 million.

CWA Acquisition

In January 2004, we signed a definitive agreement to purchase substantially all of the assets of CWA. CWA, wholly-owned by PLC, provided a range of network and hosting services, including internet access to a Tier 1 network, colocation, hosting and other value-added services such as managed security and content distribution. The transaction was approved by the U.S. Bankruptcy Court and other regulatory agencies. The transaction closed on March 5, 2004 and therefore, the results of CWA are included in our results since the date of the acquisition.

The total purchase price consisted of $155.0 million in cash, the assumption of certain liabilities and leases for certain data centers and other facilities, and the funding of CWA’s working capital losses from January 28, 2004, through March 5, 2004, which totaled $14.1 million. Additionally, the Company entered into an agreement to transfer its rights at closing to acquire four of the CWA data centers and one office facility to Du Pont Fabros Interests LLC (“Du Pont Fabros”) for $52.0 million paid directly to the CWA bankruptcy estate. The Company subsequently leased those facilities back from Du Pont Fabros for 15 years. As a result, the total cash cost of the CWA assets prior to the assumption of liabilities, was $117.1 million.

We paid approximately $33.0 million in the first nine months of 2004 for costs related to the CWA acquisition. These cash costs include payments for direct transaction costs, vendor settlements, contract penalties, severance, and professional fees. We expect total cash payments for acquisition and integration-related costs to realize synergies of up to $45.0 million for the year. This amount includes approximately $1.3 million in settlement of remaining exit liabilities related to employee terminations. Cash payments of $3.9 million were paid during the nine months ended September 30, 2004, directly related to the employee terminations.

Subordinated Notes and Other Financing

In the first quarter of 2004, we issued $200.0 million of Subordinated Notes. The proceeds were used to fund the CWA acquisition and to fund the on going operational, working capital and capital expenditure requirements of the Company related to the CWA acquired assets or caused by the CWA acquisition. The debt issuance costs associated with the Subordinated Notes were $2.0 million, of which $0.6 million was paid during the nine-month period ending September 30, 2004. The Subordinated Notes contain an early redemption feature, a make whole premium, a change of control clause and various other covenants. The maturity date for the notes is February 9, 2009 payable in a single installment with all applicable accrued interest.

We entered into a long-term lease with Du Pont Fabros during the nine-month period ending September 30, 2004. The agreement allows for no cash payments in the first nine months. The expected cash requirements related to these lease payments and associated interest costs during the remainder of 2004 are $0.8 million as cash payments commence December 2004.

We amended the terms of our master lease agreement with GECC. Under the amended terms, we pre-paid $7.5 million during the third quarter of 2004. Under the amended terms, the interest rate was lowered from 12% to 9% for the first year after the prepayment. We began cash interest payments in October, which will total approximately $1.2 million in the remainder of 2004.

General

In August 2000, we entered into a 20-year agreement with Kiel Center Partners, L.P. (“KCP”) pursuant to which we acquired the naming rights to a sports arena in St. Louis, Missouri. Total consideration for these rights amounted to approximately $71.8 million, including 750,000 shares of our common stock issued to KCP, which had a fair value of $5.8 million at issuance and $66.0 million of cash payments to be made from 2002 through 2020. The related expense will be recognized over the term of the agreement. As of September 30, 2004, we had approximately $1.8 million of remaining deferred charges resulting from the issuance of common stock and $63.4 million of remaining cash payments under this agreement. Cash payments are due each year in December. The amount payable in the current year is $1.3 million.

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Obligations and Commitments

Our customer contracts generally span multiple periods, which result in us entering into arrangements with various suppliers of communications services that require us to maintain minimum spending levels, some of which increase over time, to secure favorable pricing terms. Our remaining aggregate minimum spending level allocated ratably over the contract terms are approximately $17.3 million, $47.8 million, and $30.0 million in years 2004, 2005, and 2006, respectively. Should SAVVIS not meet the minimum spending level in any given year, decreasing termination liabilities representing a percentage of the remaining contracted amount may immediately become due and payable. Furthermore, certain of these termination liabilities are subject to reduction should SAVVIS experience the loss of a major customer or suffer a loss of revenues from a downturn in general economic activity. Before considering the effects of any reductions for the business downturn provisions, if SAVVIS were to terminate all of these agreements as of September 30, 2004, the maximum termination liability would amount to approximately $82.4 million.

We entered into a long-term communications services contract during the first quarter of 2004 which provides power and maintenance for our IRUs until 2021. As of September 30, 2004, this unconditional purchase obligation relative to this long-term contract is approximately $14.9 million in year one, $16.5 million in years two and three, $13.8 million in years four and five, and $83.3 million thereafter. This contract was accepted from CWA. The total purchase commitment is $128.5 million.

In September 2004, we entered into a Standby Letter of Credit Facility with Bank of America N.A. (“Lender”), pursuant to which the Lender has agreed to issue up to $10.0 million of standby letters of credit for our account without collarteralization. The facility expires September 30, 2005. This replaced a facility that required that any letter of credit issued by us be fully cash collateralized. As a result, the bank released its lien on the cash held as collateral for the letters of credit, and previously restricted cash was reclassified to unrestricted cash. The agreement includes a requirement to re- cash collateralize all outstanding amounts subject to certain minimum earnings and liquidity measures. The agreement includes a letter of credit fee of 2% per annum on total amount of letters of credit issued. We had $7.9 million of letters of credit outstanding at September 30, 2004.

We intend to meet these obligations and commitments with our available operating cash flow and our existing financing arrangements. We may meet any additional funding needs through a combination of equity offerings, debt financings, renegotiation of repayment terms on existing debt and sales of assets and services. If these additional financings were required, there can be no assurance that we would be successful in completing any of these financings or that if we were, the terms of such financings would be favorable to us.

We are subject to various legal proceedings and other actions arising in the normal course of our business. While the results of such proceedings and actions cannot be predicted, management believes, based on facts known to management today, that the ultimate outcome of such proceedings and actions will not have a material adverse effect on our financial position, results or operations or cash flows.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Exchange Rate Risk

Our primary market risk exposure relates to changes in foreign currency exchange rates. Changes in foreign exchange rates did not materially impact our results of operations. We expect these percentages to decrease in the periods ahead as our United States business base grows. In the future, we may engage in hedging transactions to mitigate foreign exchange risk.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2004		2003		2004		2003
Service revenue denominated in currencies other than the United States dollar	5	%	8	%	5	%	5	%
Direct and operating costs incurred in currencies other than the United States dollar(1)	11	%	24	%	12	%	20	%

⁽¹⁾ Excludes depreciation, amortization, accretion, non-cash equity-based compensation, restructuring charges, and integration costs.

ITEM 4. CONTROLS AND PROCEDURES.

We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in our periodic SEC filings.

There has been no change in our internal controls over financial reporting during the most recent fiscal quarter that materially affected or is reasonably likely to materially affect the internal controls over financial reporting.

We are in the process of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. During the course of our testing we may potentially identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act of 2002 for compliance with the requirements of Section 404.

Due to our acquisition of Cable & Wireless America (“CWA”) on March 5, 2004, significant subsidiary system integration and data conversion activities are on-going. Since we have staged the system integration plan over a multi-year period the integration of certain CWA systems will not be complete prior to December 31, 2004. Such systems and related processes will be excluded from our Section 404 attestation as permitted by the Securities and Exchange Commission in supplemental Frequently Asked Questions guidance, which allows for the exclusion of a significant acquisition during the year covered by a Section 404 attestation.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is subject to various legal proceedings and actions arising in the normal course of its business. While the results of such proceedings and actions cannot be predicted, management believes, based on facts known to management today, that the ultimate outcome of such proceedings and actions will not have a material adverse effect on the Company’s financial position or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On August 17, 2004, the Company issued 4,421,488 shares of its common stock to Netco Communications Corporation, formerly WAM!NET, Inc., pursuant to an Asset Purchase Agreement, dated as of July 29, 2003, between the Company and WAM!NET (the “Purchase Agreement”), in which the Company agreed to acquire certain assets of WAM!NET. The shares of common stock were issued to Netco Communications in satisfaction of $5,394,166 of the $11,437,332 total purchase price provided under the Purchase Agreement, after taking into consideration the terms of an earn-out provision. The issuance of the shares of common stock to Netco Communications was effected in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended.

ITEM  3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS

(a) Exhibits. The following exhibits are either provided with this Form 10-Q or are incorporated herein by reference.

Number	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Registration Statement on Form S-1, as amended (File No. 333-90881)).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Registration Statement on Form S-1, as amended (File No. 333-90881)).
3.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002).
3.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004).
3.5	Amended and Restated Bylaws of the Registrant. (incorporated by reference to the same numbered exhibit to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003).
4.1	Form of Common Stock Certificate (incorporated by reference to the same numbered exhibit to SAVVIS’ Registration Statement on Form S-1, as amended (File No. 333-90881)).
4.2	Certificate of Designations relating to the Registrant’s Series A Convertible Preferred Stock (incorporated by reference to the same numbered exhibit to SAVVIS’ Current Report on Form 8-K, dated March 27, 2002).
4.3	Amended and Restated Certificate of Designations relating to Registrants Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004).
4.4	Warrant Agreement, dated as of March 15, 2002, between the Registrant and Nortel Networks Inc. (incorporated by reference to Exhibit 4.4 to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002).
4.5	Warrant, dated March 18, 2002, to purchase the Registrant’s common stock issued to Nortel Networks Inc. (incorporated by reference to Exhibit 4.6 to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002).
4.6+	Warrant, dated June 28, 2002, to purchase the Registrant’s common stock issued to Constellation Venture Capital II, L.P. (incorporated by reference to Exhibit 4.7 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.7+	Warrant, dated June 28, 2002, to purchase the Registrant’s common stock issued to Constellation Venture Capital Offshore II, L.P. (incorporated by reference Exhibit 4.8 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.8+	Warrant, dated June 28, 2002, to purchase the Registrant’s common stock issued to The BSC Employee Fund IV, L.P. (incorporated by reference to Exhibit 4.9 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.9+	Warrant, dated, June 28, 2002, to purchase the Registrant’s common stock issued to CVC II Partners, L.L.C. (incorporated by reference to Exhibit 4.10 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.10	Form of Series A Subordinated Note (incorporated by reference to the same numbered exhibit to SAVVIS’ Current Report on Form 8-K, dated February 25, 2004).
10.1	Amendment No. 6, dated August 13, 2004, to the Amended and Restated Master Lease Agreement, dated as of March 8, 2002, by and among SAVVIS Communications Corporation, other signatories named therein and General Electric Capital Corporation.
10.2++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC Office LLC.
10.3++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat LA1 LLC.
10.4++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC4 LLC.
10.5++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC5 LLC.
10.6++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC8 LLC.
10.7++	Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.8++	First Amendment, dated as of August 11, 2000, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.9++	Second Amendment, dated as of August 11, 2000, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.10++	Third Amendment, dated as of November 22, 2000, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.11++	Fourth Amendment, dated as of January, 2001, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.12++	Fifth Amendment, dated as of February 15, 2001, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.13++	Sixth Amendment, dated as of August 7, 2001, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.14++	Seventh Amendment, dated as of March 6, 2002, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.15++	Eighth Amendment, dated as of March 23, 2002, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.16++	Ninth Amendment, dated as of March 23, 2002, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.17++	Tenth Amendment, dated as of August 27, 2003, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.18++	Eleventh Amendment, dated as of March, 2004, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+ Confidential treatment has been granted for this exhibit. The copy filed as an exhibit omits the information subject to the request for confidential treatment.

++ A request for confidential treatment has been submitted with respect to this exhibit. The copy filed as an exhibit omits the information subject to the request for confidential treatment.

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SAVVIS Communications Corporation
Date:	November 15, 2004	By:	/s/ Robert A. McCormick
		Robert A. McCormick
		Chief Executive Officer
Date:	November 15, 2004	By:	/s/ Jeffrey H. Von Deylen
		Jeffrey H. Von Deylen
		Chief Financial Officer

38

EXHIBIT INDEX

Number	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Registration Statement on Form S-1, as amended (File No. 333-90881)).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Registration Statement on Form S-1, as amended (File No. 333-90881)).
3.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002).
3.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the same numbered exhibit to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004).
3.5	Amended and Restated Bylaws of the Registrant. (incorporated by reference to the same numbered exhibit to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003).
4.1	Form of Common Stock Certificate (incorporated by reference to the same numbered exhibit to SAVVIS’ Registration Statement on Form S-1, as amended (File No. 333-90881)).
4.2	Certificate of Designations relating to the Registrant’s Series A Convertible Preferred Stock (incorporated by reference to the same numbered exhibit to SAVVIS’ Current Report on Form 8-K, dated March 27, 2002).
4.3	Amended and Restated Certificate of Designations relating to Registrants Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004).
4.4	Warrant Agreement, dated as of March 15, 2002, between the Registrant and Nortel Networks Inc. (incorporated by reference to Exhibit 4.4 to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002).
4.5	Warrant, dated March 18, 2002, to purchase the Registrant’s common stock issued to Nortel Networks Inc. (incorporated by reference to Exhibit 4.6 to SAVVIS’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002).
4.6+	Warrant, dated June 28, 2002, to purchase the Registrant’s common stock issued to Constellation Venture Capital II, L.P. (incorporated by reference to Exhibit 4.7 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.7+	Warrant, dated June 28, 2002, to purchase the Registrant’s common stock issued to Constellation Venture Capital Offshore II, L.P. (incorporated by reference Exhibit 4.8 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.8+	Warrant, dated June 28, 2002, to purchase the Registrant’s common stock issued to The BSC Employee Fund IV, L.P. (incorporated by reference to Exhibit 4.9 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.9+	Warrant, dated, June 28, 2002, to purchase the Registrant’s common stock issued to CVC II Partners, L.L.C. (incorporated by reference to Exhibit 4.10 to SAVVIS’ Current Report on Form 8-K, dated July 8, 2002).
4.10	Form of Series A Subordinated Note (incorporated by reference to the same numbered exhibit to SAVVIS’ Current Report on Form 8-K, dated February 25, 2004).
10.1	Amendment No. 6, dated August 13, 2004, to the Amended and Restated Master Lease Agreement, dated as of March 8, 2002, by and among SAVVIS Communications Corporation, other signatories named therein and General Electric Capital Corporation.
10.2++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC Office LLC.
10.3++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat LA1 LLC.
10.4++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC4 LLC.
10.5++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC5 LLC.
10.6++	Lease Agreement, dated as of March 5, 2004, between SAVVIS Asset Holdings, Inc. and Meerkat SC8 LLC.
10.7++	Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.8++	First Amendment, dated as of August 11, 2000, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.9++	Second Amendment, dated as of August 11, 2000, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.10++	Third Amendment, dated as of November 22, 2000, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.11++	Fourth Amendment, dated as of January, 2001, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.12++	Fifth Amendment, dated as of February 15, 2001, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.13++	Sixth Amendment, dated as of August 7, 2001, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.14++	Seventh Amendment, dated as of March 6, 2002, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.15++	Eighth Amendment, dated as of March 23, 2002, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.16++	Ninth Amendment, dated as of March 23, 2002, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.17++	Tenth Amendment, dated as of August 27, 2003, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
10.18++	Eleventh Amendment, dated as of March, 2004, to Cost Sharing and IRU Agreement, dated as of May 25, 1999, between Level 3 Communications, LLC and Cable & Wireless USA, Inc.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+ Confidential treatment has been granted for this exhibit. The copy filed as an exhibit omits the information subject to the request for confidential treatment.

++ A request for confidential treatment has been submitted with respect to this exhibit. The copy filed as an exhibit omits the information subject to the request for confidential treatment.

39

EX-10.1

Exhibit 10.1

AMENDMENT NO. 6

This Amendment No. 6, dated as of August 13, 2004 (this “Sixth Amendment”), to Amended and Restated Master Lease Agreement, dated as of March 8, 2002 (as it may be heretofore and hereafter be further amended, restated or otherwise modified, the “Master Lease Agreement”) is entered into by and among SAVVIS Communications Corporation, as Lessee (“Lessee”); the other lessors signatory thereto from time to time and General Electric Capital Corporation, as Lessor, and as Agent for Lessors (in such capacity “Agent”).

RECITALS

A. Lessee has advised Agent and Lessors that Lessee shall make a prepayment of Rent either (x) in at least the amount and upon the terms otherwise required by Section 10 below (the “Section 10 Rent Prepayment”) or (y) in the event the Section 10 Rent Prepayment is not made, in at least the amount and upon the terms set forth in Section 11 below (the “Section 11 Rent Prepayment”).

B. In contemplation of the Section 10 Rent Prepayment or the Section 11 Rent Prepayment, Lessee has requested, and Lessor has agreed to, certain modifications to the Master Lease Agreement as are set forth herein to take effect upon receipt of the Rent Prepayment by the Agent.

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and of the extensions of credit heretofore, now or hereafter made to, or for the benefit of, Lessee by Lessors, Lessee, Agent and Lessors hereby agree as follows:

1. Definitions. Except to the extent otherwise specified herein, capitalized terms used in this Amendment shall have the same meanings ascribed to them in the Master Lease Agreement and Annex A thereto.

2. Section 10 Rent Prepayment Amendments to Master Lease Agreement. So long as the conditions set forth in Section 10 below have been satisfied, upon receipt of the Section 10 Rent Prepayment by Agent, the Master Lease Agreement shall be amended as follows (which amendments shall be effective simultaneously with the receipt of the Section 10 Rent Prepayment by Agent, without the necessity for any further action):

2.1. Section 1.2(a)(i) of the Master Lease Agreement hereby is amended by the addition, at the end of the first sentence thereof, of the following:

provided that Lessee shall not be required to prepay the Obligations with the proceeds of either of (x) Asset Dispositions pursuant to Section 6.8 below and (y) the proceeds of any sale/leaseback transactions permitted under Section 6.11 hereof.

2.2. Section 1.2(a)(ii) of the Master Lease Agreement hereby is amended by the addition, at the end of the first sentence thereof, of the following:

so long as, pursuant to the Sixth Amendment, the Rent Prepayment is in an amount at least equal to Thirty-Eight Million Dollars ($38,000,000), on or before August 31, 2004, the proceeds of any issuances of Stock after the Effective Date (as defined below) shall be applied pro rata to the Obligations and pro rata to the Subordinated Indebtedness (as defined in the Consent and Waiver).

2.3. Section 1.3(a) of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

(a) From the Execution Date through (but not including) the Effective Date, interest shall accrue monthly, in arrears, on each applicable Interest Payment Date, on the outstanding balance of the Rent at a fixed rate of 12% per annum. Commencing with the Effective Date, interest shall accrue monthly, in arrears on each applicable Interest Payment Date, on the outstanding balance of the Rent at a fixed rate of 12% per annum. Lessee agrees to pay such interest to Agent as follows:

(i) From the Execution Date through (but not including) the Effective Date, interest shall accrue monthly (such interest being referred to as “PIK Interest”) on each Interest Payment Date and be added to the principal balance of Rent at the end of each semiannual period (i.e. June 30 and December 31);

(ii) commencing with the first Interest Payment Date after the Effective Date, such interest shall be paid in cash on such Interest Payment Date and each Interest Payment Date thereafter; provided that, for the period that commences on the Effective Date and ends on such first Interest Payment Date, the amount of interest that shall be payable on such first Interest Payment Date shall be equal to interest accrued from (and including) the Effective Date through such First Interest Payment Date.

2.4. Section 1.4 of the Master Lease Agreement hereby is deleted in its entirety.

2.5. Section 5.11 of the Master Lease Agreement hereby is deleted in its entirety.

2.6. Section 6.1(b) of the Master Lease Agreement hereby is amended as follows:

(i) by the deletion of the last paragraph thereof (which begins “provided that”); and

2

(ii) by the addition of the following at the end thereof:

Holdings and any Subsidiary of Holdings (including Lessee) shall be permitted to (x) cause an Acquisition Subsidiary (as defined below) to merge with or consolidate with any other entity so long as such Acquisition Subsidiary is the surviving entity and (y) cause an Acquisition Subsidiary to acquire all or substantially all of the assets of any Person (any such other entity or assets and the operation thereof and resulting therefrom, whether under the preceding clause (x) or (y), are referred to in each case as an “Acquired Business”, and any such transaction, whether under clause (x) or (y) is referred to as a “Permitted Transaction”) so long as, in each case, (A) such other Person is organized under the laws of the United States or one of the states thereof and operates a business similar to the business conducted by Lessee and its Subsidiaries as of the date of the Sixth Amendment, (B) the consummation of such Permitted Transaction would not be projected to have an adverse effect on the EBITDA and cash flow of Lessee or on Holdings and its Subsidiaries on a consolidated basis, actual or projected (exclusive of the Acquired Business), after taking into account and based on and subject to the following requirements and continuing conditions: (i) the exclusive source of funding for the transaction, including any capital expenditures and coverage and payment of any working capital needs and operating losses and other negative events arising in connection with such Permitted Transaction and Acquired Business shall be proceeds of subordinated debt (of the type permitted under subsection 6.3(b) hereof or previously incurred as “Subordinated Indebtedness” as defined in and pursuant to the Consent and Waiver) or equity issuances consistent with the terms of Section 6.5(a)(iii)(B), with the result that there shall be no liabilities that in any event or in any respect shall be funded by (or result in recourse of any kind to) the currently existing and ongoing business operations of Holdings, the Lessor and their Subsidiaries as in effect immediately prior to the initial consummation of the C&W Transaction; provided that following the date on which the cash generated from the original C&W Transaction operations is greater than the obligations incurred, assumed or arising from or in connection with the operations of the C&W Transaction, including, without limitation, capital expenditures (i.e., after the C&W Transaction shall have become cash positive and cash accretive), then the “currently existing and ongoing business operations” referred to in the preceding clause shall include the C&W Transaction operations as of the aforementioned C&W Transaction “cash positive” date (but only so long as such operations are cash positive); and (ii) the funding required under the preceding clause (i) shall be adequate and committed to by the source of such funding, (C) Agent shall be satisfied in advance of any such transaction (following receipt by Agent of at least ten (10) Business Days prior written notice of any such transaction) that there shall be no adverse effect on the Agent’s Liens or the Collateral or otherwise on the rights and remedies of Lessors and Agent hereunder and under the Credit Documents (including satisfaction that Agent and Lessors shall not be subject to third party approvals in connection with the exercise thereof), and such notice shall contain a detailed description of the proposed transaction including a pro forma balance sheet, income statement and cash flow statement of the Acquired

3

Business on a stand alone basis and on a consolidated basis with Holdings and its Subsidiaries based on recent financial statements (taking into account the proposed Permitted Transaction and funding therefor) and projected financial statements reflecting the terms of clause (B) above and a description of the financing arrangements for such transactions, together with copies of the acquisition, merger or similar agreement and related agreements and instruments, and (prior to closing) all opinions, certificates, lien search results and other documents reasonably requested by Agent, (D) any liabilities assumed (whether contingent or otherwise) in connection with any such transaction shall not be funded by (or result in recourse of any kind to) the then-current and existing and ongoing business operations of Holdings, the Lessee and their Subsidiaries and that in no event shall any such liabilities include litigation, ERISA liabilities of the type associated with defined benefit plans or multi-employer plans or accumulated funding deficiencies or that could result in imposition of liens by the PBGC or environmental liabilities, provided that, the aggregate amount of all such transactions from and after the Effective Date shall not exceed One Hundred Million Dollars ($100,000,000) (measured by the aggregate amount paid or payable in connection therewith, including all cash and non-cash (i.e., based on fair market value of non-cash) consideration and all transaction costs and all Indebtedness, liabilities and contingent obligations incurred or assumed in connection therewith (including estimated assumed liabilities) or otherwise), (E) no Default or Event of Default exists or would occur by virtue of such transactions and the representations and warranties set forth in Article III would remain true and correct after giving effect to the proposed transactions and (F) if so requested by Agent, Agent on behalf of itself and Lessor, shall be granted a first priority pledge of the stock of an Acquisition Subsidiary pursuant to documentation reasonably satisfactory to Agent in its sole discretion.

Any such Permitted Transaction may be effected either through (i) the acquisition of the assets of an Acquired Business by a wholly-owned subsidiary of Lessee or Holdings established for that purpose or (ii) by a merger of a wholly-owned subsidiary of Lessee or Holdings (established for that purpose) with and into the entity that conducts the Acquired Business (in either case, an “Acquisition Subsidiary”). An Acquisition Subsidiary shall be permitted to grant Liens on its assets to secure Indebtedness permitted by Section 6.3(b) hereof. Lessee, Lessors and Agent acknowledge that each Acquisition Subsidiary shall be a “SAVVIS Party” hereunder.

2.7. Section 6.2(c) of the Master Lease Agreement hereby is amended to add, at the end thereof, the following:

provided, that solely for the purposes of enabling Holdings and its Subsidiaries to comply with regulatory capital and tax requirements consistent with the normal past business practices of Holdings and its Subsidiaries, Holdings and its Subsidiaries so long as no Default or Event of Default then exists or would exist after giving effect thereto shall be permitted to make additional Investments in foreign Subsidiaries (that were in existence prior to

4

the date of the Sixth Amendment) (which may be made exclusively in the form of (i) intercompany payables (subject to such subordination arrangements as may be acceptable to Agent) or (ii) cancellation of indebtedness by the conversion of accounts receivable generated by sales to third parties into equity) in no event to exceed Twenty Five Million Dollars ($25,000,000) from the Effective Date through the Termination Date with respect to all such foreign Subsidiaries and all makers of such Investments; and in no event shall the terms of this proviso permit Holdings and its Subsidiaries to make Investments in the form of intercompany payables pursuant to this proviso which, together with Investments made pursuant to the portion of this Section 6.2(c) that precedes this proviso, would exceed $5,000,000 in the aggregate for all Subsidiaries of Holdings from the Execution Date until the Maturity Date (without giving effect to repayments of loans or advances after the Execution Date).

2.8. Section 6.2(d) of this Agreement hereby is amended to add the following as the last sentence thereof:

Agent and Lessee hereby acknowledge and agree that the foregoing provisions of this Section 6.2(d) of this Agreement shall not apply to the proviso added to Section 6.2(c) of this Agreement by Section 2.7 of the Sixth Amendment.

2.9. Clause (b) of Section 6.3 of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

(b)(i) other additional Indebtedness incurred only by any Credit Party but not by any foreign Subsidiary of Holdings, secured by purchase money security interests and Capital Leases permitted under Section 6.7(b) incurred after the date of this Agreement in an aggregate amount not to exceed $5,000,000 at any one time outstanding; provided, however, that the incurrence of such additional Indebtedness shall be permitted only if, after giving effect thereto, the limit on Capital Expenditures set forth in Section 6.18 would not be breached and (ii) so long as no Default or Event of Default then exists or would exist after giving effect thereto, other additional Indebtedness (x) incurred subsequent to the Effective Date (including Capital Leases incurred by any SAVVIS Party) not to exceed Twenty Five Million Dollars ($25,000,000) in the aggregate at any one time outstanding (including Indebtedness permitted by clause (i) above) and not to be from an Affiliate; and (y) other additional Indebtedness incurred by one or more Acquisition Subsidiaries (but not by any other SAVVIS Party) to fund Permitted Transactions (including any cash requirements of an Acquired Business) not to exceed One Hundred Million Dollars ($100,000,000) in the aggregate at any one time outstanding and not to be from an Affiliate; provided (except in the case of Capital Leases) such Indebtedness shall (I) be subordinated to all Obligations under this Agreement in a manner satisfactory to the Lessors, (II) provide for non-cash payment-in-kind interest (“PIK Interest”) only for a period that ends no earlier than six (6) months after the Maturity Date, (III) such PIK Interest shall be due and payable no earlier than six (6) months after the Maturity Date; (IV) such Indebtedness shall mature no earlier than six (6) months following the Maturity Date and (V) if incurred in connection with a Permitted

5

Transaction, may be secured by the assets acquired pursuant to such Permitted Transaction, in each case under this proviso subject to the terms of such subordination arrangements; provided that, (A) the leases entered into pursuant to the sale/leaseback transactions listed on Annex G hereto shall not be considered in determining whether the Twenty Five Million Dollars ($25,000,000) limit has been reached (the leases entered into pursuant to the sale/leaseback transactions and listed on Annex G shall be referred to as the “C&W Sale/Leaseback Transactions”) and (B) any such Capital Leases entered into subsequent to the Effective Date shall be entered only in connection with the provision of new services to existing customers of any SAVVIS Party or to provide services to new customers of any SAVVIS Party.

2.10. Clause (h) of Section 6.3 of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

(h) Indebtedness in the form of lease payments pursuant to a sale-leaseback transaction permitted by Section 6.11 hereof.

2.11. Section 6.6 of the Master Lease Agreement hereby is amended by the insertion, at the end thereof, of the following:

so long as the aggregate amount of such Guaranteed Indebtedness at any one time outstanding under this clause (b) together with Indebtedness outstanding under clause (b) of Section 6.3 does not exceed Twenty Five Million Dollars ($25,000,000) (exclusive of any Guaranteed Indebtedness guaranteeing the obligations of any SAVVIS Party under the C&W Sale/Leaseback Transactions), provided (x) any guaranty shall be subordinated to the Obligations and, if required by Agent, the beneficiary of any such guaranty shall enter into a subordination agreement with Agent in form and substance acceptable to Agent, and (y) none of such Guaranteed Indebtedness shall be in favor of an Affiliate of a Credit Party.

2.12. Section 6.8 of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

6.8 Sale of Stock and Assets. No SAVVIS Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the Stock of any of its Subsidiaries (whether in a public or a private offering or otherwise) other than (a) the sale of Inventory in the ordinary course of business, (b) the sale, transfer, conveyance or other disposition by a SAVVIS Party of Equipment (excluding, however, the Leased Equipment) or Fixtures that are no longer used or useful in such SAVVIS Party’s business provided that, with respect to any dispositions of assets or properties permitted pursuant to this clause (b), the aggregate amount of all such dispositions of Equipment and Fixtures not located as of the Execution Date in any of Lessee’s

6

warehouses and currently scheduled for sale as obsolete or no longer used or useful in such SAVVIS Party’s business shall not exceed $1,000,000, (c) so long as no Default or Event of Default then exists or would occur after giving effect thereto, Asset Dispositions of property acquired as part of the C&W Transaction not to exceed two-thirds (2/3) of the book value of the property acquired as part of the C&W Transaction (it being represented by Lessee that the assets subject to the C&W Sale/Leaseback Transactions were acquired as part of the C&W Transaction) in an amount, inclusive of sale/leaseback transactions, not to exceed, from the Effective Date through the Termination Date, Fifty Million Dollars ($50,000,000) (such $50 million being exclusive of the C&W Sale/Leaseback Transactions) and (d) so long as no Default or Event of Default then exists or would occur after giving effect thereto, Asset Dispositions of properties or other assets acquired as part of a Permitted Transaction, provided that (i) any Asset Dispositions pursuant to the foregoing clause (c) or clause (d) shall not adversely impact the operation of the business of Lessee or the other Credit Parties or of the business acquired pursuant to the C&W Transaction; (ii) proceeds of any and all Asset Dispositions shall be used by the seller thereof for its working capital and shall not in any event be used directly or indirectly for the payment or repayment of any indebtedness or to retire or pay dividends in respect of any equity issuance (other than, at the election of Lessee, the Obligations owing to Lessors and Agent hereunder); (iii) shall not include the Stock of any Credit Party and (iv) shall not be to an Affiliate of any SAVVIS Party. The proceeds of any Asset Dispositions permitted pursuant to this Section 6.8 shall not be required to be applied to the Obligations. With respect to any disposition of assets or other properties permitted pursuant to this Section 6.8, Agent agrees on reasonable prior written notice to release its Lien on such assets or other properties in order to permit the applicable SAVVIS Party to effect such disposition and shall execute and deliver to Lessee, at Lessee’s expense, appropriate UCC-3 termination statements and other releases as reasonably requested by Lessee.

2.13. Section 6.11 of the Master Lease Agreement hereby is amended by the addition of the following at the end thereof:

Provided that, so long as no Default or Event of Default then exists or would exist after giving effect thereto and only to the extent permitted under Section 6.8(c) hereof, the SAVVIS Party known as SAVVIS, Inc. shall be permitted to engage in sale/leaseback transactions of assets acquired as part of the C&W Transaction without the consent of Agent and without the requirement that any of the proceeds thereof be applied to the Obligations so long as no other Credit Party has any obligations thereunder and so long as any such transaction is not with an Affiliate of any SAVVIS Party; provided, however that proceeds of any and all Asset Dispositions shall be used by the seller thereof for its working capital (but not including acquisitions) and shall not in any event be used directly

7

or indirectly for the payment or repayment of any indebtedness or to retire or pay dividends in respect of any equity issuance (other than, at the election of Lessee, the Obligations owing to Lessors and Agent hereunder).

2.14. Clause (c) of Section 6.12 of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

(c) so long as no Default or Event of Default then exists, cancellations among SAVVIS Parties are permitted to the extent permitted under Section 6.2(c) hereof.

2.15. Section 6.15 of the Master Lease Agreement hereby is amended by the insertion of the following sentence at the end thereof:

Nothing in this Section 6.15 is intended to affect the ability of the SAVVIS Parties to cancel indebtedness to the extent permitted pursuant to Section 6.12 hereof.

2.16. Section 6.18 of the Master Lease Agreement hereby is deleted in its entirety.

2.17. Section 6.21 of the Master Lease Agreement hereby is amended by the deletion therefrom of the phrase “involving payments by all SAVVIS Parties in the aggregate not in excess of $50,000 for any Fiscal Month” and the insertion, in lieu thereof, of the following: “in a maximum amount at any one time outstanding, not to exceed Twenty-Five Million Dollars ($25,000,000); provided any such leases entered into subsequent to the Effective Date shall be entered only for the provision of new services to existing customers of any SAVVIS Party or to provide services to new customers of any SAVVIS Party.”

2.18. The definition of “Maturity Date” hereby is amended by the deletion therefrom of the date “March 8, 2007” and the insertion, in lieu thereof, (i) if pursuant to this Amendment the Rent Prepayment is in an amount of at least Thirty-Eight Million Dollars ($38,000,000) of the date “June 30, 2006” or (ii) otherwise of the date “January 31, 2006.”

2.19. The following definitions shall be added to Appendix A to the Master Lease Agreement, to be inserted in their correct alphabetical order.

(i) “Acquired Business” has the meaning ascribed thereto in the Sixth Amendment.

(ii) “Acquisition Subsidiary” has the meaning ascribed to it in Section 6.1(b).

(iii) “Consent and Waiver” means that certain Consent and Waiver dated January 30, 2004 executed by Agent, Lessee and Holdings, as amended by a certain Modification to Consent and Waiver dated February 11, 2004 relating to,

8

among other things, the acquisition of certain assets of Cable Wireless USA Inc. and Cable & Wireless Internet Services, Inc.

(iv) “C&W Transaction” means the “Transaction” as defined in the Consent and Waiver.

(v) “C&W Sale/Leaseback Transaction” has the meaning ascribed to it in Section 6.3.

(vi) “Effective Date” means the date on which Lessee shall have made a prepayment of the obligations in an amount at least equal to Thirty Million Dollars ($30,000,000) pursuant to the Sixth Amendment, so long as the other conditions set forth in Paragraph 10 of the Sixth Amendment are satisfied.

(vii) “Section 10 Rent Prepayment” has the meaning ascribed thereto in the Sixth Amendment.

(viii) “Sixth Amendment” means Amendment No. 6 dated as of August 13, 2004 to this Agreement.

(ix) “Permitted Transaction” has the meaning ascribed thereto in the Sixth Amendment.

2.20. Annex D is amended to add at the conclusion of subsection (a) thereof the following sentence:

In addition, Lessee shall deliver to Agent and Lessors within forty five (45) days after the end of each Fiscal Quarter, (i) information reflecting actual results detailing compliance with the terms of Section 6.1(b), including confirmation that funding sources and usage are consistent therewith and adequate therefor and including the identity of the funding source, and (ii) a description of any transaction consummated during the preceding quarter pursuant to the terms of Section 6.1(b), 6.2(c), 6.3, 6.6, 6.8(c), 6.11, 6.12 and/or 6.21 hereof.

2.21. Schedule 1 attached to this Sixth Amendment hereby is added to the Lease as Annex G.

3. Section 11 Rent Prepayment Amendments to Master Lease Agreement. So long as the conditions set forth in Section 11 below have been satisfied, upon receipt of the Section 11 Rent Prepayment by Agent, the Master Lease Agreement shall be amended as follows (which amendments shall be effective simultaneously with the receipt of the Section 11 Rent Prepayment by Agent, without the necessity for any further action):

3.1. Section 1.2(a)(iii)(A) hereby is amended and restated to read as follows:

(A) one-hundred percent (100%) shall be applied to pay PIK Interest together with interest accrued on such PIK Interest;

9

3.2. Section 1.3(a) of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

(a) From the Execution Date through (but not including) the Effective Date, interest shall accrue monthly, in arrears, on each applicable Interest Payment Date, on the outstanding balance of the Rent at a fixed rate of 12% per annum. Commencing with the Effective Date and through and including the day that is the one-year anniversary of the Effective Date (the “Anniversary Date”) interest shall accrue monthly, in arrears, on the outstanding balance of the Rent at a fixed rate of 9% per annum; commencing on the day following the Anniversary Date, interest shall accrue monthly, in arrears, on the outstanding balance of the Rent at a fixed rate of 12% per annum. Lessee agrees to pay such interest to Agent as follows:

(i) From the Execution Date through (but not including) the Effective Date, interest shall accrue monthly (such interest being referred to as “PIK Interest”) on each Interest Payment Date and be added to the principal balance of Rent at the end of each semiannual period (i.e., June 30 and December 31);

(ii) commencing with the first Interest Payment Date after the Effective Date, such interest shall be paid in cash on such Interest Payment Date and each Interest Payment Date thereafter; provided that, for the period that commences on the Effective Date and ends on such first Interest Payment Date, the amount of interest that shall be payable on such first Interest Payment Date shall be equal to interest accrued from (and including) the Effective Date through such First Interest Payment Date.

(iii) Interest accrued for all periods prior to the Effective Date (i.e., the PIK Interest) shall be paid pursuant to Section 1.2(a)(iii) above.

3.3. Section 6.2(c) of the Master Lease Agreement hereby is amended to add, at the end thereof, the following:

provided, that solely for the purposes of enabling Holdings and its Subsidiaries to comply with regulatory capital and tax requirements consistent with the normal past business practices of Holdings and its Subsidiaries, Holdings and its Subsidiaries so long as no Default or Event of Default then exists or would exist after giving effect thereto shall be permitted to make additional Investments in foreign Subsidiaries (that were in existence prior to the date of the Sixth Amendment) (which may be made exclusively in the form of (i) intercompany payables (subject to such subordination arrangements as may be acceptable to

10

Agent) or (ii) cancellation of indebtedness by the conversion of accounts receivable generated by sales to third parties into equity) in no event to exceed Twenty Five Million Dollars ($25,000,000) from the Effective Date through the Termination Date with respect to all such foreign Subsidiaries and all makers of such Investments; and in no event shall the terms of this proviso permit Holdings and its Subsidiaries to make Investments in the form of intercompany payables pursuant to this proviso which, together with Investments made pursuant to the portion of this Section 6.2(c) that precedes this proviso, would exceed $5,000,000 in the aggregate for all Subsidiaries of Holdings from the Execution Date until the Maturity Date (without giving effect to repayments of loans or advances after the Execution Date).

3.4. Section 6.2(d) of this Agreement hereby is amended to add the following as the last sentence thereof:

Agent and Lessee hereby acknowledge and agree that the foregoing provisions of this Section 6.2(d) of this Agreement shall not apply to the proviso added to Section 6.2(c) of this Agreement by Section 3.3 of the Sixth Amendment.

3.5. Clause (b) of Section 6.3 of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

(b)(i) other additional Indebtedness incurred only by any Credit Party but not by any foreign subsidiary of Holdings, secured by purchase money security interests and Capital Leases permitted under Section 6.7(b) incurred after the date of this Agreement in an aggregate amount not to exceed $5,000,000 at any time outstanding; provided, however, that the incurrence of such additional Indebtedness shall be permitted only if, after giving effect thereto, the limit on Capital Expenditures set forth on Section 6.18 would not be breached and (ii) so long as no Default or Event of Default then exists or would exist after giving effect thereto, other additional Indebtedness incurred subsequent to the Effective Date (including Capital Leases incurred by any SAVVIS Party) not to exceed Five Million Dollars ($5,000,000) in the aggregate at any one time outstanding (including Indebtedness permitted by clause (i) above) and not to be from an Affiliate; provided (except in the case of Capital Leases) such Indebtedness shall (I) be subordinated to all Obligations under this Agreement in a manner satisfactory to the Lessors, (II) provide for non-cash payment-in-kind interest (“PIK Interest”) only for a period that ends no earlier than six (6) months after the Maturity Date, (III) such PIK Interest shall be due and payable no earlier than six (6) months after the Maturity Date; (IV) such Indebtedness shall mature no earlier than six (6) months following the Maturity Date; provided that, (A) the leases entered into pursuant to the sale/leaseback transactions listed on Annex G hereto shall not be considered in determining whether the Five Million Dollars ($5,000,000) limit has been reached (the leases entered into pursuant to the sale/leaseback transactions and listed on Annex G shall be referred to as the “C&W Sale/Leaseback Transactions”) and (B) any such Capital Leases entered into subsequent to the Effective Date shall be entered only in connection with the

11

provision of new services to existing customers of any SAVVIS Party or to provide services to new customers of any SAVVIS Party.

3.6. Section 6.18 of the Master Lease Agreement hereby is amended and restated in its entirety to read as follows:

6.18. Maximum Capital Expenditures. Holdings and its Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods:

Period	Maximum Capital Expenditures per Period
From the Execution Date through and including June 30, 2002	$	5,000,000
For each six (6) month period thereafter through and including the six (6) month period that ends on June 30, 2004	$	10,000,000
For the period that begins on July 1, 2004 and ends on December 31, 2004	$	20,000,000
For each six (6) month period thereafter	$	22,500,000

provided, however, that amounts permitted to be expended in one six-month period that are not expended in such six-month period (but not in excess of the lesser of (i) $6,000,000 (for the period that ends in December 31, 2004) or (y) $6,750,000 (for all six (6) month periods thereafter) or (ii) thirty percent (30%) of such prior six-month period’s unused amount, not including any amount permitted to be carried forward from a prior six-month period) shall be permitted to be expended in, but only in, the next subsequent six-month period. The foregoing shall not be construed to restrict Capital Expenditures by SAVVIS, Inc. that are permitted to be made pursuant to the Consent and Waiver

3.7. Section 6.21 of the Master Lease Agreement hereby is amended by the deletion therefrom of the phrase “involving payments by all SAVVIS Parties in the aggregate not in excess of $50,000 for any Fiscal Month” and the insertion, in lieu thereof, of the following: “in a maximum amount at any one time outstanding, not to exceed Ten Million Dollars ($10,000,000); provided any such leases entered into subsequent to the Effective Date shall be entered only for the provision of new services to existing customers of any SAVVIS Party or to provide services to new customers of any SAVVIS Party.”

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3.8. The following definitions shall be added to Appendix A to the Master Lease Agreement, to be inserted in their correct alphabetical order.

(i) “Consent and Waiver” means that certain Consent and Waiver dated January 30, 2004 executed by Agent, Lessee and Holdings, as amended by a certain Modification to Consent and Waiver dated February 11, 2004 relating to, among other things, the acquisition of certain assets of Cable Wireless USA Inc. and Cable & Wireless Internet Services, Inc.

(ii) “C&W Transaction” means the “Transaction” as defined in the Consent and Waiver.

(iii) “C&W Sale/Leaseback Transaction” has the meaning ascribed to it in Section 6.3.

(iv) “Effective Date” means the date on which Lessee shall have made a prepayment of the obligations in an amount at least equal to Seven Million Five Hundred Thousand Dollars ($7,500,000) pursuant to the Sixth Amendment, so long as the other conditions set forth in Paragraph 11 of the Sixth Amendment are satisfied.

(v) “Section 11 Rent Prepayment” has the meaning ascribed thereto in the Sixth Amendment.

(vi) “Sixth Amendment” means Amendment No. 6 dated as of August 13, 2004 to this Agreement.

3.9. Clause (b)(v) in the definition of “Excess Cash Flow” in Appendix A to the Master Lease Agreement hereby is amended and restated to read as follows:

“(v) Cash Interest Expense paid pursuant to Section 1.3(a)(ii) or Section 1.3(a)(iii) during such period.”

4. Effect Upon the Master Lease Agreement and other Credit Documents. Except for the specific consents and amendments provided for in Section 2 above, the Master Lease Agreement and each other Credit Document shall remain in full force and effect in accordance with its terms and each is hereby ratified and confirmed. The terms of the Consent and Waiver that permitted the granting of Liens on assets acquired as part of the C&W Transaction in favor of any party other than Agent (other than in connection with the C&W Sale/Leaseback Transaction) shall be of no further force and effect. In addition thereto, (i) the terms of the Consent and Wavier that provide that Capital Expenditures of or relating to Savvis Inc. shall not be deducted from EBITDA (i.e. shall not reduce EBITDA) in any computation of

13

EBITDA for purposes of calculating Excess Cash Flow under the Master Lease Agreement shall have no further force and effect and (ii) the third sentence of Paragraph 2 of the Consent and Waiver (which reads “In no event shall any deductions in relation to NewCo and its Subsidiaries be made from EBITDA in connection with computations of Excess Cash Flow.”) hereby is deleted and shall have no further force and effect.

5. Acknowledgment and Consent of Credit Parties. Each Credit Party hereby consents to this Sixth Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Sixth Amendment, each other Credit Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except as amended hereby, and (b) the Collateral Documents to which such Credit Party is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein).

6. Counterparts. This Sixth Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Sixth Amendment by telecopier shall be as effective as delivery of a manually executed counterpart signature page to this Sixth Amendment.

7. Costs and Expenses. As provided in Section 11.3 of the Master Lease Agreement, Lessee shall pay on demand the fees, costs and expenses incurred by Agent in connection with the preparation, execution and delivery of this Sixth Amendment (including, without limitation, attorneys’ fees).

8. GOVERNING LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK.

9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Sixth Amendment for any other purpose.

10. Effectiveness of Section 2. The provisions of Section 2 of this Sixth Amendment shall have no force and effect unless (i) the Section 10 Rent Prepayment has occurred on or before August 31, 2004, (ii) the amount of the Section 10 Rent Prepayment is at least Thirty Million Dollars ($30,000,000) (which amount shall be applied to reduce the amount of Rent outstanding, exclusive of PIK Interest, and thereafter to PIK Interest), (iii) SAVVIS Inc. shall have become a party to the Subsidiary Guaranty and a Security Agreement in which it grants the Agent a first priority Lien on all of its assets, which includes all of the assets acquired by SAVVIS Inc. pursuant to the C&W Transaction (but which shall not include the assets subject to the C&W Sale/Leaseback Transaction) and shall thereafter be a “Credit Party” under the Lease Agreement, (iv) the Section 10 Rent Prepayment shall constitute all of the net proceeds of a proposed offering by Holdings of shares of common stock in a private placement (without regard to the limitations on prepayment in subsection 1.2(a)(A) and (B) of the Master Lease Agreement) exclusive of transaction costs (provided that transaction costs shall not be payable to

14

Welsh Carson (as defined in the Consent & Waiver) or any Affiliate of Welsh Carson or any SAVVIS Party) and exclusive of an amount equal to interest in the amount that will accrue from the Effective Date through September 1, 2004 calculated on the balance of the Rent after giving effect to the Rent Prepayment and (v) no Default or Event of Default has occurred and is continuing as of the date on which the provisions of Section 2 of this Sixth Amendment would otherwise become effective. Lessee and Agent further agree that Section 5.9 of the Master Lease Agreement shall not be construed to prohibit Savvis Inc. from locating assets having a book value in excess of $250,000 at any leased property on which assets of Savvis Inc. having a book value in excess of $250,000 are located as of the date; provided (i) upon request of Agent, Lessee shall use its commercially reasonable best efforts to obtain a landlord’s agreement from each lessor of leased property on which property of Savvis Inc. is located that satisfies the requirements of Section 5.9 and (ii) from and after the Effective Date, Savvis Inc. shall not locate any of its assets having a book value in excess of $250,000 at any additional premises not leased by Savvis Inc. on the Effective Date unless and until a landlord’s letter satisfying the requirements of Section 5.9 is delivered to Agent.

11. Effectiveness of Section 3. The provisions of Section 3 of this Sixth Amendment shall have no force and effect unless (i) the Section 11 Rent Prepayment has occurred on or before August 31, 2004, (ii) the amount of the Section 11 Rent Prepayment is at least Seven Million Five Hundred Thousand Dollars ($7,500,000) (which amount shall be applied to reduce the amount of Rent outstanding, exclusive of PIK Interest, and thereafter to PIK Interest), (iii) SAVVIS Inc. shall have become a party to the Subsidiary Guaranty and a Security Agreement in which it grants the Agent a first priority Lien on all of its assets, which includes all of the assets acquired by SAVVIS Inc. pursuant to the C&W Transaction (but which shall not include the assets subject to the C&W Sale/Leaseback Transaction) and shall thereafter be a “Credit Party” under the Lease Agreement, (iv) the amendments to the Master Lease Agreement set forth in Section 2 above shall not have become effective pursuant to Section 10 above, and (v) no Default or Event of Default has occurred and is continuing as of the date on which the provisions of Section 3 of this Sixth Amendment would otherwise become effective; provided, however, in the event that Lessee shall not have made the Section 10 Rent Prepayment prior to August 31, 2004, Lessee shall make the Section 11 Rent Prepayment on August 31, 2004 and the failure of Lessee to do so shall constitute an Event of Default under the Master Lease Agreement. In the event SAVVIS Inc. shall have failed to become a party to the Subsidiary Guaranty and grant to Agent a first priority Lien on all of its assets (which includes all of the assets acquired by SAVVIS Inc. pursuant to the C&W Transaction, exclusive of the assets subject to the C&W Sale/Leaseback Transactions), on or before August 31, 2004, and such failure continues for a period of five (5) days after Agent shall have notified Lessee of such failure, such failure shall constitute an Event of Default under the Master Lease Agreement. Lessee and Agent further agree that Section 5.9 of the Master Lease Agreement shall not be construed to prohibit Savvis Inc. from locating assets having a book value in excess of $250,000 at any leased property on which assets of Savvis Inc. having a book value in excess of $250,000 are located as of the date; provided (i) upon request of Agent, Lessee shall use its commercially reasonable best efforts to obtain a landlord’s agreement from each lessor of leased property on which property of Savvis Inc. is located that satisfies the requirements of Section 5.9 and (ii) from and after the Effective Date, Savvis Inc. shall not locate any of its assets having a book value in excess of $250,000 at any additional premises not leased by Savvis Inc. on the Effective Date unless and until a landlord’s letter satisfying the requirements of Section 5.9 is delivered to Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Sixth Amendment has been duly executed as of the date first written above.

LESSEE:
SAVVIS COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	CFO
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lessor
By:	/s/ Robert Wotten
	Duly Authorized Signatory

16

The following Persons are signatories to this Sixth Amendment in their capacity as Credit Parties.

SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	CFO
SAVVIS PROCUREMENT CORPORATION,
a Delaware corporation
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	CFO
SAVVIS COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	CFO
GLOBAL NETWORK ASSETS, LLC,
a Delaware limited liability company
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	CFO

ANNEX G

Excluded Leases

1. Dupont Fabro Sale/Leaseback Transaction relating to the following properties:

4650 Old Ironsides Drive, Santa Clara, California

4700 Old Ironsides Drive, Santa Clara, California

200 North Nash Street, El Segundo, California

2401 Walsh Avenue, Santa Clara, California

2403 Walsh Avenue, Santa Clara, California

2. Proposed Dallas Sale/Leaseback Transaction relating to the following property:

14901 FAA Boulevard, Fort Worth, Texas

EX-10.2

Exhibit 10.2

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

LEASE

Between

MEERKAT SC Office LLC

as Landlord

and

SAVVIS ASSET HOLDINGS, INC.

as Tenant

Guarantor: Savvis Communications Corporation

Dated as of March 5, 2004

4650 Old Ironsides Drive

Santa Clara, California

TABLE OF CONTENTS

		Page
PART I BASIC LEASE PROVISIONS; DEFINITIONS		1
PART II		7
1.	PREMISES	7
2.	NO MERGER OF TITLE	7
3.	RENEWAL OPTIONS	7
4.	USE	8
5.	FIXED RENT	8
6.	NET LEASE; TRUE LEASE	9
7.	CONDITION	10
8.	LIENS	10
9.	REPAIRS AND MAINTENANCE	10
10.	COMPLIANCE WITH LAWS	12
11.	ACCESS TO PREMISES	13
12.	WAIVER OF SUBROGATION	13
13.	DAMAGE; DESTRUCTION	14
14.	CONDEMNATION; REJECTABLE OFFERS	16
15.	ASSIGNMENT AND SUBLETTING	17
16.	ALTERATIONS	19
17.	SIGNS	20
18.	PYLON SIGN	20
19.	SURRENDER	20
20.	SUBORDINATION OF LEASE	21
21.	TENANT’S OBLIGATION TO DISCHARGE LIENS	22
22.	UTILITIES	22
23.	TENANT DEFAULT	22
24.	LANDLORD ASSIGNMENT OF WARRANTIES	26
25.	RENT PAYMENTS	26
26.	HOLDOVER	26
27.	NOTICES	26
28.	INDEMNITY	27
29.	TENANT TO COMPLY WITH MATTERS OF RECORD	27
30.	OBLIGATIONS TO MODIFY EASEMENTS	28
31.	TAXES	28
32.	INSURANCE	30
33.	LANDLORD EXCULPATION	32
34.	LANDLORD’S TITLE	32
35.	QUIET ENJOYMENT	33
36.	EQUAL EMPLOYMENT OPPORTUNITY	33
37.	BROKER	33
38.	TRANSFER OF TITLE	33
39.	NO CONTINUOUS OPERATION	33
40.	HAZARDOUS MATERIALS	34
41.	WAIVER OF LANDLORD’S LIEN	37
42.	ESTOPPEL CERTIFICATE	37
43.	NOTICE OF LEASE	38

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44.	MISCELLANEOUS	38
45.	INTENTIONALLY OMITTED	40
46.	RESTRICTIONS ON SALES TO TENANT COMPETITORS	40

LIST OF SCHEDULES AND EXHIBITS

Schedule 1	[Intentionally Omitted]
Schedule 2	Fixed Rent Amounts
Schedule 3	Certificate and Agreement Regarding Matters of Record
Schedule 4	Certain Critical Fixtures and Equipment
Exhibit A	Legal Description of Premises
Exhibit B	Permitted Encumbrances
Exhibit C	Form of Survey Certification
Exhibit D	Form of Subordination, Non-Disturbance and Attornment Agreement
Exhibit E	List of Environmental Reports
Exhibit F	Savvis Competitor List

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LEASE

This Lease (this “Lease”) is made as of March 5, 2004, by and between the Landlord and the Tenant specified below.

PART I

BASIC LEASE PROVISIONS; DEFINITIONS

The following list sets out certain fundamental provisions and definitions pertaining to this Lease:

1.      Date of Lease:	As of March 5, 2004.
2.      Landlord:	MEERKAT SC Office LLC, a Delaware limited liability company
3.      Landlord business address:	c/o DuPont Fabros Development 1707 H Street, N.W., Suite 1000 Washington, D.C. 20006 Attention: Mr. Hossein Fateh
4.      Landlord notice address:	c/o DuPont Fabros Development 1707 H Street, N.W., Suite 1000 Washington, D.C. 20006 Attention: Mr. Hossein Fateh
with copy to:	Cooley Godward LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, Virginia 20190-5601 Attention: John H. Toole, Esquire
and to Trustee/Lender:	Lehman Brothers Holdings, Inc. c/o Lehman Ali Inc. 399 Park Avenue New York, New York 10022 Attention:________________ Telephone: (212) 351 4037 Facsimile: (212) 516 7005
with copy to:	Gibson Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 0193 Attention: Andrew H. Levy, Esq. Telephone: (212) 351 4037 Facsimile: (212) 351 5298
5.      Tenant:	Savvis Asset Holdings, Inc., a Delaware corporation

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6.      Tenant business address:	Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile: 702-234-8374
7.      Tenant notice address:	Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile: 702-234-8374
with copy to:	Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Attention: Real Estate Notices (34236-00002) Facsimile: (212) 848-7179
8.      Guarantor:	Savvis Communications Corporation 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile: 702-234-8374
9.      Premises:	That certain lot or parcel of real estate located at 4650 Old Ironside Drive, Santa Clara, California, as more fully described on Exhibit A attached hereto, together with all improvements situated on said property (together with all right, title and interest of Landlord in and to the lighting, electrical, power, installed communications, fire protection, security, mechanical, plumbing and heating, ventilation and air conditioning systems used in connection with said property, along with all utility infrastructure used in connection with said property, including, without limitations, all duct banks, conduits, piping, handholes, manholes, and similar appurtenances located on said property and all fiber, power, and other utility lines running through said property (collectively, the “Utility Infrastructure”), and all other carpeting, draperies, appliances and other fixtures and equipment attached or appurtenant to said property including, without limitation, the Critical Fixtures and Equipment), and all rights, easements, rights of way, and other appurtenances thereto.
10.    Critical Fixtures and Equipment:	Shall mean all installed fuel tanks, generators, HVAC units, air-conditioners, power distribution units, computer room air conditioners, risers, antennas, satellite dishes, pads, raised flooring, and

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	similar installed fixtures and appurtenances located on the Premises as of the Lease Commencement Date, and all equipment and personal property existing in or on the Premises as of the Lease Commencement Date but excluding any equipment and personal property acquired by Tenant from Cable & Wireless USA, Inc. or Cable & Wireless Services, Inc. as of the Lease Commencement Date, and not installed in the Premises.
11.    Building:	The building containing approximately 84,383 rentable square feet that is located on the parcel of land described on Exhibit A hereto.
12.    Initial Term:	Shall commence on the Lease Commencement Date, and shall expire February 28, 2019; all subject to all terms and conditions of this Lease.
	As used in this Lease, “Rent Commencement Date,” shall mean the 270th day after the Lease Commencement Date.
13.    Renewal Options:	The Tenant shall have the right to extend the Initial Term of this Lease for up to a total of [***] Extension Periods (herein so called) of [***] years each subject to the terms and conditions of Section 3 of Part II of this Lease.
14.    Required Advance Notice of Exercise of Renewal Options:	[***] days prior to the expiration of the then-current Term. (See Section 3 of Part II)
15.    Fixed Rent (See Section 5 of Part II):	For the Initial Term: $[***] per rentable square foot of the Building with a [***] escalation each anniversary of the Lease Commencement Date; for each Extension Period: Fair Market Rental Value, all as more particularly set forth in Schedule 2 attached hereto and made a part hereof.
16.    Broker:	N/A
17.    Lender:	Lehman Brothers Holdings, Inc. (d/b/a/ Lehman Capital), along with             , as Trustee (if and so long as it has a Loan outstanding which is secured by the Premises) and any other person that makes a loan or loans, whether now or in the future (such loan or loans collectively referred to herein as the “Loan”) to Landlord or to any affiliate of Landlord which is secured by a mortgage, deed of trust or similar instrument with respect to the Premises and

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	of which Tenant is advised in writing by Landlord. Any such Loan may be evidenced by one or more promissory notes (collectively referred to herein as the “Note”).
18.    Lender business address:	Lehman Brothers Holdings, Inc d/b/a/ Lehman Capital Lehman Brothers Holdings, Inc. c/o Lehman Ali Inc. 399 Park Avenue New York, New York 10022 Attention:______________ Telephone: (212) 351 4037 Facsimile: (212) 516 7005
19.    Lender notice address:	_______________________________, as Trustee
with a copy to:	Lender/Trustee Counsel
20.    Lease Default Rate:	The lower of (a) five percent (5%) per annum above the Prime Rate as in effect from time to time or (b) the highest rate permitted to be contracted for under applicable Law.
21.    Prime Rate	“Prime Rate” means the current rate of interest per annum announced from time to time by Citibank N.A. (or its successor) as its “base rate” in New York, New York, or, if Citibank N.A. shall cease to announce such rate, then the current rate published as the prime rate in The Wall Street Journal. It is the intention of the parties hereto to conform strictly to the applicable usury Laws, and whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the highest legal rate permitted to be charged in the state of California, such rate herein provided to be paid shall be deemed reduced to such highest legal rate and if previously paid, shall be refunded to Tenant by Landlord within ten (10) days of demand therefor.
22.    Permitted Encumbrances:	Shall mean Taxes (as defined in Section 31 of Part II), Legal Requirements (as defined in Section 10 of Part II), any matters consented to by Landlord, Tenant and Lender in writing, those covenants, restrictions, reservations, liens, conditions, encroachments, easements, encumbrances and other matters of title that affect the Premises as of the Lease Commencement Date (including, without limitation, those listed on Exhibit B hereto) or which arise due to the acts or omissions of Tenant,

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	or due to the acts or omissions of Landlord with Tenant’s consent, after the Lease Commencement Date.
23.    Related Lease:	Shall mean any one (1) of those four (4) other lease agreements of even date herewith entered into by and between Tenant and an affiliate of Landlord pursuant and subject to which affiliates of Landlord lease to Tenant the following additional properties: (i) 2401 Walsh Avenue, Santa Clara, California; (ii) 2403 Walsh Avenue, Santa Clara, California; (iii) 4700 Old Ironsides Drive, Santa Clara, California; and (iv) 200 North Nash Street, El Segunda, California
24.    Exhibits:	All Exhibits and Schedules to this Lease are incorporated herein by this reference.
25.    Payment of Fixed Rent:	As set forth in Section 5(a) of Part II, Fixed Rent shall be initially paid by wire transfer to the account set forth in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.
26.    CPI:	The term “CPI” means the Consumer Price Index-U.S. City Averages for all Urban Consumers - All Items (1982-84=100), of the United States Bureau of Labor Statistics. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, Landlord will substitute therefor a reasonably comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available then a reasonably comparable index published by a major bank or other financial institution.
27.    Interest Rate:	The term “Interest Rate” shall mean the highest rate of interest charged by Lender under its Loan to Landlord.
28.    Certain Definitions:	The following terms shall have the definitions given to them in the following Sections of this Lease:

Additional Rent	Sections 5(d) & 6(d) of Part II
Alteration	Section 16(a) of Part II
Appraiser	Section 13(d) of Part II
Base Premises	Section 10(a) of Part II
Building	Section 11 of Part I
business day	Section 44(l) of Part II
carrier	Section 40(e) of Part II

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Certificate	Schedule 3
Claims	Section 28(a) of Part II
Consent	Schedule 3
Contract Person	Section 46 of Part II
Control	Section 15(d) of Part II
Corporate Guaranty	Schedule 3, Section 2 of Guarantor’s Consent
CPI	Section 26 of Part I
Critical Fixtures and Equipment	Section 10 of Part I
Dedications	Section 30 of Part II
Designated Person	Section 44(n) of Part II
Discount Rate	Section 23(g) of Part II
Due Date	Section 5(a) of Part II
Easements	Section 30 of Part II
Environmental Laws	Section 40(a) of Part II
Environmental Claim	Section 40(d) of Part II
Environmental Default	Section 40(c) of Part II
Event of Default	Section 23(a) of Part II
Extension Period	Section 12 of Part I, Schedule 2
Fair Market Value of the Premises	Section 13(d) of Part II
Guaranties	Section 24 of Part II
Guarantor	Section 8 of Part I
Hazardous Materials	Section 40(a) of Part II
Indemnified Parties	Section 28 of Part II
Initial Term	Section 11 of Part I
Installment Default Notice	Section 23(a) of Part II
Instrument	Schedule 3
Interest Rate	Section 27 of Part I
Landlord Party	Section 12(c) of Part II
Laws	Section 10(a) of Part II
Lease	Preamble, Schedule 3
Lease Commencement Date	Section 1 of Part I
Lease Default Rate	Section 20 of Part I
Legal Requirements	Section 10 of Part II
Lender	Section 20(a) of Part II
Loan	Section 17 Part I & Section 20(a) Part II
Material Subtenant	Section 15(g) of Part II
Matters of Record	Section 29 of Part II
Moody’s	Section 13(c) of Part II
Mortgage	Section 20(a) of Part II
Note	Section 17 of Part I
Notice of Breach	Section 23(h) of Part II
person or person(s)	Section 44(k) of Part II
Planned Use Violation	Section 4 of Part II
Prime Rate	Section 21 of Part I
Regulated Activity	Section 40(b) of Part II
related corporation	Section 15 of Part II
related entity	Section 15(d) of Part II
Remedial Work	Section 40(c) of Part II

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Renewal Options	Section 13 of Part I
Rent	Section 13(h) of Part II
Rent Commencement Date	Section 12 Part I
Restricted Alterations	Section 16(a) of Part II
Savvis	Section 15(b) of Part II
Savvis Competitor	Section 46 of Part II
S&P	Section 13(c) of Part II
Signs	Section 17 of Part II
SNDA Agreement	Section 20(a) of Part II
substantial portion	Section 13(c) of Part II
Taking	Section 14(a) of Part II
tax or taxes	Section 31 of Part II
Tenant	Schedule 3
Tenant Party	Section 12(c) of Part II
Term	Section 12 of Part I
Then-Current Term	Section 13(c) of Part II
Third Parties	Section 40(b) of Part II
trade fixtures	Section 19 of Part II
Transferee Net Worth Standard	Section 15 of Part II
Treasury Rate	Section 23(g) of Part II
Utility Infrastructure	Section 9 of Part I

PART II

1. PREMISES.

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and upon the covenants, agreements, terms, limitations, exceptions, reservations and conditions herein provided, the Premises described in Section 9 of Part I hereof together with all of Landlord’s rights of access, in common with others, in and to the Premises, subject, however, to the Permitted Encumbrances.

2. NO MERGER OF TITLE.

There shall be no merger of this Lease nor of the leasehold estate created hereby with the fee estate in or ownership of the Premises by reason of the fact that the same entity may acquire or hold or own (i) this Lease or such leasehold estate or any interest therein and (ii) the fee estate or ownership of any of the Premises or any interest therein. No such merger shall occur unless and until all persons having any interest in (x) this Lease or such leasehold estate and (y) the fee estate in the Premises including, without limitation, Lender’s interest therein, shall join in a written, recorded instrument effecting such merger.

3. RENEWAL OPTIONS.

Tenant shall have the right to extend the Term of this Lease for each of the Extension Periods described in Section 13 of Part I hereof, upon all of the terms and conditions set forth in this Lease with the Fixed Rent in the amounts specified on Schedule 2 hereto for the respective Extension Periods. Tenant may exercise a Renewal Option and commence an Extension Period only if Tenant shall not be in default (beyond applicable cure periods) under this Lease at the time of any such election, and by giving Landlord written notice of each such election not later

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than the Required Advance Notice of Exercise of Renewal Options (as defined in Section 14 of Part I). If Tenant fails to exercise any Renewal Option, then all subsequent Renewal Options shall automatically expire and be null and void.

4. USE.

Tenant may use the Premises for general office and any computer data center purpose or for any other lawful purpose provided, however, the Tenant shall not use the Premises in a manner which would (i) result in a diminution of more than a de minimis amount in the value of the Building, (ii) cause a nuisance or (iii) involve the production or the storage of Hazardous Materials (other than the storage of Hazardous Materials in connection with the operation and maintenance of the Premises as a data center and in compliance with Environmental Law). In no event shall the Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or of any amendment, extension, replacement, or restatement of any such Permitted Encumbrance permitted hereby, or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Premises. Notwithstanding anything to the contrary herein contained, in no event shall Tenant’s use of the Premises for general office and any computer data center purpose in violation of a Permitted Encumbrance (a “Planned Use Violation”) constitute a violation of this Section 4; provided, however, the foregoing shall in no way be construed as limiting or otherwise modifying Tenant’s obligations hereunder to comply with applicable laws. Without limiting the generality of the foregoing, Tenant’s indemnity obligations under this Section 4 shall not apply to the extent the title insurance policy obtained by Landlord in connection with its purchase of the Premises (and the simultaneously issued Lender’s policy of title insurance) contains affirmative insurance against the applicable loss arising due to a violation of such Permitted Encumbrance or if such affirmative title insurance is subsequently provided to Landlord and Lender at Tenant’s cost with respect to such Permitted Encumbrance on terms and conditions reasonably satisfactory to Landlord. Subject to the preceding sentence, TENANT SHALL BE OBLIGATED TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, LENDER AND ALL OTHER INDEMNIFIED PARTIES, FROM ANY AND ALL LOSSES, LIABILITIES, PENALTIES, ACTIONS, SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS OR EXPENSES SUFFERED AS A RESULT OF THE VIOLATION OF ANY SUCH PERMITTED ENCUMBRANCE. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall, subject to the foregoing, observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord.

5. FIXED RENT.

(a) Commencing as of the Rent Commencement Date, Tenant shall pay Fixed Rent to Landlord, or Landlord’s designee as designated in a written notice to Tenant at such address as Landlord shall from time to time designate by written notice to Tenant. Except as hereinafter provided, the Fixed Rent shall be due and payable in the amounts set forth on Schedule 2 hereto for the respective periods shown on such Schedule 2. Fixed Rent shall be due and payable in advance on the first day of each month (or if such first day is not a business day, the first business day of each month), commencing on the Date of Rent Commencement, during the Term (each such date being referred to herein as a “Due Date”). Notwithstanding the foregoing, from the Date of Rent Commencement until Tenant is notified otherwise by Landlord and Lender,

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Fixed Rent shall be paid by wire transfer to the account specified in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.

(b) If the Lease Commencement Date or Rent Commencement Date shall be on any day other than the first day of a calendar month, then all amounts to be paid on such dates shall be prorated on a per diem basis.

(c) If any installment of Fixed Rent is not paid on the respective Due Date, Tenant shall pay Landlord interest on such overdue payment at the Lease Default Rate, accruing from the Due Date of such payment until the same is paid; provided, however, the foregoing obligation to pay the Default Rate shall not be required for the first late payment of Fixed Rent in any calendar year so long as such delay in payment does not continue for longer than a period of ten (10) days. All Fixed Rent and Additional Rent shall be payable in U.S. Dollars.

(d) Commencing as of the Lease Commencement Date, all taxes, costs, expenses, and other amounts which Tenant is required to pay pursuant to this Lease (other than Fixed Rent), together with every fine, penalty, interest and cost which may be added in accordance herewith for non-payment or late payment thereof shall constitute additional rent (“Additional Rent”). All Additional Rent due to Landlord (or its designee) shall be paid directly by Tenant within thirty (30) days after Landlord gives written notice that payment is due, unless otherwise provided in this Lease, in which case, the Additional Rent shall be paid as otherwise so provided. Unless otherwise provided herein, Additional Rent payable by Tenant to a third (3^rd) party (i.e., utility charges, maintenance contracts, supply contracts, vendor contracts, etc.) shall be paid as and when the same shall be due and payable pursuant to Tenant’s agreement or other arrangement with the applicable third (3^rd) party. If Tenant shall fail to pay any such Additional Rent or any other sum due hereunder when the same shall become due (after the expiration of the applicable cure periods therefor), Landlord shall have all rights, powers and remedies with respect thereto as are provided herein or by Law in the case of non-payment of any Fixed Rent and shall, except as expressly provided herein, have the right (after the expiration of the applicable cure periods thereof), not sooner than ten (10) days after notice to Tenant (except in the event of an emergency, as reasonably determined by Landlord, in which case prior notice shall not be necessary) of its intent to do so, to pay the same on behalf of Tenant, and Tenant shall repay such amounts to Landlord on demand. Tenant shall pay to Landlord interest at the Lease Default Rate on all overdue Additional Rent and other sums due hereunder, in each case paid by Landlord or Lender on behalf of Tenant, from the date of payment by Landlord or Lender until repaid by Tenant.

6. NET LEASE; TRUE LEASE.

(a) The obligations of Tenant hereunder shall be separate and independent covenants and agreements. This is a net lease and Fixed Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly provided herein, without notice or demand, counterclaim, recoupment, abatement, suspension, reduction or defense.

(b) Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment.

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(c) Tenant shall remain obligated under this Lease in accordance with its terms and shall not, except as otherwise expressly permitted by applicable Law, take any action to terminate, rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.

(d) As used herein, “Additional Rent” shall mean and refer to all costs and expenses (other than Fixed Rent that Tenant is required to pay hereunder. Tenant shall have an obligation to pay, and Additional Rent shall include, without limitation, all costs and expenses incurred in connection with performing its obligations under Section 9(a) hereof, as well as all charges for gas, electricity, light, heat, water, sewage, and power, for protective and security services, for telephone and other communications, and for all other public or private utility services, which shall be used, rendered or supplied upon or in connection with the Premises or any part thereof, at any time during the Term from and after the Lease Commencement Date.

7. CONDITION.

Tenant acknowledges that Tenant is fully familiar with the physical condition of the Premises and that, except as expressly provided herein, Landlord makes no representation or warranty express or implied, with respect to the Premises and Tenant agrees that it takes the Premises “AS IS,” without any such representation or warranty, including, without limitation, any implied warranties.

8. LIENS.

Tenant shall remove and discharge (including, without limitation, by any statutory bonding procedure or any other bonding procedure reasonably satisfactory to Landlord which shall be sufficient to prevent any loss of the Landlord’s or Lender’s interest in the Premises) within thirty (30) days after obtaining knowledge thereof, any mortgage, lien, encumbrance or other charge on the Premises or the leasehold estate created hereby or any Fixed Rent or Additional Rent payable hereunder which arises for any reason, other than: the Landlord’s Mortgage (and any assignment of leases or rents collateral thereto); the Permitted Encumbrances; and any mortgage, lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (other than Tenant). Landlord shall not be liable for any labor, services or materials furnished to Tenant or to any party holding any portion of the Premises through or under Tenant.

9. REPAIRS AND MAINTENANCE.

(a) Except for the obligations of Landlord pursuant to Section 9(b) of this Lease and except as caused by the negligence or willful misconduct of Landlord or its agents, contractors, servants, invitees or employees or Landlord’s default hereunder, Tenant shall keep, maintain, and repair or cause to be repaired and maintained, at its sole cost and expense, the Premises, including, without limitation: HVAC, mechanical and electrical equipment and all systems in or serving the Premises, the Utility Infrastructure, the Critical Fixtures and Equipment, parking areas, sidewalks, roadways and landscaping, in good repair and condition and appearance, normal wear and tear excepted, and shall make all repairs and replacements which may be required to be made in order to keep and maintain the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, in as good repair and appearance as

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they were when originally delivered to Tenant, except for ordinary wear and tear and subject to the provisions of Section 13 and Section 14 hereof, and Tenant shall, in all events, make all repairs, replacements and perform maintenance and other work for which it is responsible hereunder, in a good, proper and workmanlike manner in accordance with customary standards for first-class data centers.

(b) Subject to the provisions of Section 13 and Section 14 hereof, Landlord shall make all necessary roof repairs and structural repairs to the Premises including those repairs and replacements necessary to keep the roof, exterior walls, foundation and structural frame of the Premises in good order and repair and perform such repairs in accordance with customary standards for first-class data centers. Landlord shall initiate all such repairs promptly and to remedy any condition requiring repair by Landlord with due diligence.

(c) If Tenant shall be in default under any of the provisions of this Section 9, Landlord may, after thirty (30) days written notice to Tenant and failure of Tenant to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. If an emergency exists, Landlord shall use reasonable efforts to notify Tenant of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Landlord or Tenant, as applicable, and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(d) If Landlord shall be in default under any of the provisions of this Section 9, Tenant may, after thirty (30) days written notice to Landlord and failure of Landlord to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Landlord. If an emergency exists, Tenant shall use reasonable efforts to notify Landlord of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Tenant and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute amounts payable by Landlord under this Lease and shall be paid by Landlord to Tenant on demand.

(e) Without limiting the generality of the foregoing, Tenant shall additionally perform, at its cost and expense, all maintenance, repair, and replacement obligations hereunder relating to any of the Building’s systems, the Building’s elevators, the Utility Infrastructure, or the Critical Fixtures and Equipment. In addition, in connection with Tenant’s maintenance, repair, and replacement obligations under this Lease, Tenant shall at its own cost and expense enter into regularly scheduled preventative maintenance service contracts, with vendors, approved by Landlord, in its reasonable discretion, for servicing all Building systems, Utility

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Infrastructure, elevators, and Critical Fixtures and Equipment. Tenant shall cause such maintenance contracts to designate Landlord a third (3^rd) party beneficiary, with the right to receive all notices delivered under such contracts, and the ability to exercise Tenant’s rights thereunder upon Tenant’s default under this Section 9 or upon Tenant’s default under an applicable maintenance contract.

(f) In the event of an emergency adversely affecting the structure of the Premises, Tenant shall make all reasonable efforts to inform Landlord of the emergency. If Tenant is unable to make contact with Landlord or Landlord does not, within a reasonable amount of time, take actions necessary to end such emergency, Tenant may take the minimum steps reasonably necessary to end the emergency at Landlord’s expense. All reasonable sums paid by Tenant in taking such actions as are permitted by the provisions of Section 9(f) above shall be paid by Landlord within thirty (30) days after receipt of Tenant’s demand therefor. After the emergency has ended, any repair required of Landlord under this Lease shall be made by Landlord in accordance with the terms of this Lease and any repair required of Tenant under this Lease shall be made by Tenant in accordance with the terms of this Lease.

10. COMPLIANCE WITH LAWS.

(a) During the Term Tenant shall comply with all Laws and Legal Requirements relating to the Premises. As used herein, (i) the term “Laws” shall mean all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or the Premises or which are due to take effect after expiration of the Term), and (ii) the term “Legal Requirements” shall mean all Laws and Permitted Encumbrances applicable to Tenant, Landlord or to all or any part of or interest in the Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Premises. Notwithstanding the foregoing, Tenant shall not be required to make any alterations or improvements to the roof, exterior walls, foundation, or structural frame of the Premises in existence as of the date hereof (the “Base Premises”) in order to comply with Laws or Legal Requirements unless and to the extent the requirement that such alterations or improvements be made is triggered by any of the following (or, if such requirement results from the cumulative effect of any of the following when added to other acts, omissions, negligence or events: (i) the installation, use or operation of, after the Lease Commencement Date, the Utility Infrastructure, Critical Fixtures and Equipment, any alterations, or any of Tenant’s trade fixtures or personal property; (ii) the negligent acts or omissions of Tenant, or any of its servants, employees, contractors, agents or licensees; or (iii) the particular use or particular occupancy or manner of use or occupancy of the Premises by Tenant, or any of its servants, employees, contractors, agents or licensees.

(b) Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to protest or contest any applicable Law or Legal Requirement and compliance with the same provided that and so long as (i) the same is done by Tenant upon prior notice to Landlord, in accordance with applicable Law or Legal Requirement, at Tenant’s sole cost and expense and without cost or expense to Landlord, including, without limitation, any cost associated with a third party claim or assessment, and with due diligence and continuity so as to resolve such protest or contest promptly; (ii) neither the value of the Premises nor the land associated therewith nor any part thereof is or will be reduced by more than a de minimis amount

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as a result of such protest or contest; (iii) in any event, each such protest or contest shall be concluded and all costs, if any, paid prior to any date specified in a written contract for the transfer of the Premises to a third (3^rd) party of which Tenant has been provided notice and prior to the date the Premises or land associated therewith or any part thereof are listed for an in rem action with respect to the non-compliance with any applicable Law or Legal Requirement or non-payment of any costs related thereto or any writ or order is issued under which the Premises or any part thereof may be sold, forfeited or lost by reason of such non-compliance or non-payment; (iv) such protest or contest shall not subject Landlord to prosecution for a criminal offense or a claim for civil liability; and (v) no default shall have occurred and be continuing hereunder beyond any applicable notice and cure period. Pending the determination of any such protest or contest and provided all conditions set forth in the immediately preceding sentence are at all times satisfied, Tenant shall not be obligated to comply with the applicable Law or Legal Requirement which is being protested or contested in accordance with the immediately preceding sentence, if such non-compliance is permitted under applicable Law or Legal Requirement.

11. ACCESS TO PREMISES.

Upon reasonable notice to Tenant, and during Tenant’s business hours, Landlord and their respective employees, contractors, agents and representatives may enter onto the Premises to (i) show the Premises to purchasers and potential purchasers, and to mortgagees and potential mortgagees, or (ii) for the purpose of inspecting the Premises or performing any work which Landlord is required or permitted to perform under this Lease; provided, that, for purposes of subpart (ii) of this sentence, Landlord shall not be required to give notice prior to entry onto the Premises during the continuance of an Event of Default (hereinafter defined) or in the event of an emergency situation. Upon reasonable notice to Tenant, during the last six (6) months of the then-current Term, unless Tenant shall have exercised the next Renewal Option, Landlord also may enter onto the Premises to show the Premises to persons wishing to rent the same, and place notices offering the Premises “For Rent” or “For Sale” on the front of the Building. However, Landlord shall not place any such notices on or in any door or show window of the Building. No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation. Notwithstanding the foregoing, Tenant may designate one or more areas as a secure area based on the sensitive nature of the activities conducted in such portion of the Premises, and Landlord shall have no right of access thereto without being accompanied by Tenant’s designated representative except in the case of emergencies.

12. WAIVER OF SUBROGATION.

(a) Landlord and Tenant shall, subject to Section 12(b) below, procure an appropriate clause in, or endorsement to, each of the property insurance policies required to be maintained by it hereunder, pursuant to which the insurance company waives subrogation or consents to waiver of its right of recovery against the other party (notwithstanding any negligence of the other party or its agents). If a party fails to obtain such clause or endorsement or waiver of subrogation or consent to a waiver of the right of recovery, such party hereby agrees, to the extent the following covenant does not adversely affect such party’s insurance coverage, not to make any claim against or seek to recover from the other for any loss or damage of any kind or nature, subject to Section 12(c) below, to the extent the applicable loss or damage is covered by insurance the injured party is required to maintain hereunder or to the extent the injured party otherwise receives insurance proceeds for such loss or damage. For the avoidance of doubt, the parties

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acknowledge and agree that the release, discharge and covenant not to sue herein contained shall be limited by the terms and provisions of any waiver of subrogation clause or endorsement, or any clause or endorsement consenting to a waiver of right of recovery, and shall be co-extensive therewith.

(b) If either party hereto shall not be able to obtain such clause which is acceptable to the other party or endorsement on a particular policy which is acceptable to the other party or if the inclusion of such clause or endorsement would result in an increase in premium, then that party shall so notify the other party hereto at least fifteen (15) days prior to the date the policy is to take effect. The other party shall be obligated to pay the amount of any increase in premium resulting from the inclusion of such clause or endorsement, unless such other party notifies the party obtaining the insurance, within twenty (20) days following notice of the amount of such increase, that such other party declines to pay such increase, in which event the party obtaining the insurance may omit such clause or endorsement. If a party shall fail to give notice either of inability to obtain such clause or endorsement or notice of an increase in premium, then that party shall be deemed to have waived its right of recovery from the other party with respect to any loss or damage insured against by the policy with respect to which notice was not given as provided above.

(c) Landlord and Tenant understand that waivers of subrogation do not apply to injury and death to individuals. Landlord and Tenant shall each carry insurance, as provided in Section 32 of this Lease, in connection with injury and death to individuals. Landlord hereby agrees to indemnify and hold harmless Tenant from any liability which Tenant may otherwise have with respect to injury or death to individuals occurring upon the Premises to the extent that such injury or death is caused by the negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Tenant Party”) and is not covered by the insurance Landlord is required to carry under this Lease. Likewise, Tenant agrees to defend and hold harmless Landlord from any liability for injury or death to persons occurring upon the Premises except to the extent such injuries or death are caused by negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Landlord Party”) and is not covered by the insurance Tenant is required to carry under this Lease.

13. DAMAGE; DESTRUCTION.

(a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below.

(b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary

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deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant.

(c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

(d) Notwithstanding anything to the contrary contained herein, if at any time during the Term the Premises shall be damaged or destroyed to the extent that, in Landlord’s reasonable judgment, the Premises cannot be reconstructed within eighteen (18) months following the date such reconstruction is commenced, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by written notice to the other party in accordance with the provisions of this Section 13(d). Within forty-five (45) days after any damage or destruction described in this Section 13(d), Landlord shall either terminate this Lease or deliver notice to Tenant advising of Landlord’s election not to so terminate. If Tenant is so notified, but Landlord does not elect to terminate, Tenant may terminate this Lease as of the date of such damage or destruction by written notice to Landlord given within forty-five (45) days after receipt of Landlord’s notice. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13.

(e) [INTENTIONALLY OMITTED]

(f) If this Lease is terminated pursuant to this Sections 13, Landlord shall be entitled to retain any and all insurance proceeds arising out of the damage or destruction, except for any portion of the award specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures. Upon any termination, Tenant shall assign all of its rights to any insurance proceeds to which it is entitled (except any portion specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures) to Landlord and shall pay to Landlord the amount of any deductible under any insurance policy attributable to the casualty resulting in such termination.

(g) In the event of an insured casualty, the Fixed Rent during the period from the date of the damage or destruction until completion of Landlord’s restoration, repair, replacement or rebuilding shall be abated by an amount that is in the same ratio to the Fixed Rent as the rentable

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area of the Building rendered unusable for the permitted use hereunder bears to the total rentable area of the Building prior to the damage or destruction.

(h) Tenant hereby waives the provisions of Section 1932.2, and Section 1933.4, of the Civil Code of California, or any similar laws now or hereafter in effect, that would relieve the Tenant from any obligation to pay Rent under this Lease due to any damage or destruction. As used herein, “Rent” shall mean all Fixed Rent and Additional Rent due from Tenant hereunder.

14. CONDEMNATION.

(a) (i) if the entire Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof (any such event, a “Taking”) (ii) there is a Taking of less than the entire Premises and, as a result of such Taking, (A) (i) there remains no reasonable means of access to the Premises; or (ii) the remaining available parking is not sufficient to comply with Legal Requirements and Landlord fails to secure sufficient parking in the Premises to comply with Legal Requirements within a reasonable time period upon the occurrence of such noncompliance or (B) this Lease and all right, title and interest of Tenant hereunder shall cease and come to an end on the date of vesting of title pursuant to such Taking with respect to the Premises, and (iii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the date of such vesting.

(b) (i) if there is a Taking of less than the entire Premises or this Lease shall terminate as to the portion of the rentable area of the Premises so taken upon vesting of title pursuant to such Taking, and if, but only if, such Taking is so extensive that it renders the remaining rentable portion of the Premises unsuitable for the use being made of the Premises on the date immediately preceding such Taking, either Tenant or Landlord may terminate this Lease as to the remainder of the Premises by written notice to the other party not later than thirty (30) days after the date of such vesting, specifying as the date for termination a date not later than thirty (30) days after such notice. On the date specified in such notice; (i) the term of this Lease and all right, title and interest of Tenant hereunder shall cease, and (ii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the effective date of such termination.

(c) If there is a Taking of less than the entire Premises and the entire Lease is not terminated as provided in Section 14(b) above, this Lease shall terminate as to the rentable area of the Premises so taken upon vesting of title pursuant to such Taking. Upon such Taking, the Fixed Rent to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that the Fixed Rent to be paid by Tenant shall be in the ratio that the rentable area of the Building not so taken bears to the total rentable area of the Building prior to such Taking and Landlord shall use any available insurance proceeds to restore to the maximum extent reasonably feasible, the remaining portion of the Premises and Improvements to the condition of such Premises or Improvements immediately prior to such Taking. For purposes of this Section 14(c), the standard set forth in Section 13(b)(i)(a)-(c) above shall govern whether or not insurance proceeds are “available.” In addition, this provision shall not be construed as in any way requiring Landlord to repair or restore any trade fixtures, furnishings, equipment, or personal property of Tenant.

(d) If, during the twelve (12) months prior to the expiration of the Term, there is a Taking of any substantial portion of the rentable area of the Premises, both Landlord and Tenant shall have the option, exercisable by written notice to the other party given within thirty (30)

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days after such vesting of title, of terminating this Lease as of the date of vesting of title pursuant to the Taking.

(e) Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with any Taking, whether partial or total, and whether or not either Landlord or Tenant exercises any right it may have to terminate this Lease. Tenant shall have no claim against Landlord for any part of such sum paid by virtue of the Taking, whether or not attributable to the value of the unexpired term or this Lease. However, Tenant shall be entitled to petition the condemning authority for the following: (i) the then unamortized value of any alterations paid for by Tenant; (ii) the value of Tenant’s trade fixtures; and (iii) Tenant’s relocation costs.

(f) Notwithstanding anything to the contrary contained in this Section 14, if there is a Taking of any part of the Premises during the Term which shall be temporary in nature, this Lease shall be and remain unaffected by such Taking and Tenant shall continue to pay in full all Fixed Rent and Additional Rent payable hereunder by Tenant during the Term. In such event, Tenant shall be entitled to receive that portion of any award which represents compensation for the use or occupancy of the Premises during the affected portion of the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. Notwithstanding the foregoing, if Landlord or Tenant determines in its reasonable judgment that any Taking of any part of the Premises which is reasonably anticipated to be temporary in nature shall continue until the end of the Term, either party may elect to terminate this Lease by written notice to the other party within thirty (30) days after Landlord has made such determination and delivered written notice thereof to Tenant, and Landlord shall be entitled to receive the entire award for the Taking, except for that portion which represents compensation for the use or occupancy of the Premises during the period of time prior to such termination.

(g) Tenant understands and agrees that the provisions of this Section 14 are intended to govern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, Tenant hereby waives any right to terminate this Lease in whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

15. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.

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(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.

(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.

(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the

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Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.

(e) If Tenant is a partnership, limited liability company, or other entity, any transaction or series of transactions resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 15, (including all consent requirements). If Tenant is a corporation, any one or connected series of related stock transactions which would result in direct or indirect change in the control of Tenant or in the ownership by the stockholders or an affiliated group of stockholders of fifty-one percent (51%) or more of the outstanding stock as of the date of the execution and delivery of this Lease shall be considered a voluntary assignment of this Lease subject to the provisions of this Section 15 (including all consent requirements). Notwithstanding the foregoing, this paragraph shall not apply to corporations the stock of which is traded through an exchange or over the counter.

(f) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease, occupancy, or other license agreement of any portion of the Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

(g) Intentionally Omitted.

16. ALTERATIONS.

(a) Tenant may, but is not obligated to, make alterations, changes, additions, improvements, reconstructions or replacements of any part of the Building (“alterations”), other than those which would (i) result in a diminution of more than a de minimis amount in the value of the Building (or any part thereof); (ii) affect any structural components of the Premises; (iii) cause a reduction (other than temporary) in the functioning of the Utility Infrastructure, mechanical, electrical, life safety, elevator, plumbing, HVAC telecommunications, or other systems of the Premises; or (iv) be visible from the exterior of the Building (the alterations described in subsections (i) – (iv) shall be referred to collectively as, the “Restricted Alterations”). Tenant shall obtain the prior written consent of Landlord to any Restricted Alteration, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord.

(b) Tenant shall do all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days (by payment or by filing the necessary bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises and/or Landlord’s interest therein, arising out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the Premises. Notwithstanding the foregoing, all liens filed by a contractor, subcontractor, materialman or laborer of Landlord shall be the responsibility of Landlord, and Tenant shall have no responsibility for the discharge of the same.

(c) At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is

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permitted to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises as a data center by Tenant or otherwise have a material adverse effect on the ability to use the Premises as a data center by Tenant.

(d) Tenant agrees that in connection with any alteration (including any Restricted Alteration): (i) neither the fair market value of the Premises as a whole nor any of the Utility Infrastructure or the Critical Fixtures and Equipment may be materially lessened after the completion of any such alteration, nor may the structural integrity of the Premises be impaired; (ii) the alteration and any alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Building by more than ten percent (10%); (iii) all such alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iv) Tenant shall promptly pay all costs and expenses of any such alteration (except those subject to good faith challenge); (v) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (vi) all alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the alterations. Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with the review of any such plans and specifications, or which Landlord and Tenant agree merits supervision by Landlord.

17. SIGNS.

At Tenant’s sole cost, Tenant may install, replace, relocate and maintain and repair in and on the Building, such signs, awnings, lighting effects and fixtures as may be used from time to time by Tenant (collectively, “Signs”). At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for Tenant’s Signs. All Signs of Tenant shall comply with Laws and Legal Requirements.

18. PYLON SIGN.

If permitted by Laws and Legal Requirements, Tenant, at its sole cost, may: install, replace, relocate and maintain its Sign on any pylon sign structure located on the Premises; and, if no such pylon sign structure shall exist, construct its own pylon structure and install its Sign thereon. At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications) in obtaining any necessary permits, variances and consents for any pylon Sign and/or structure.

19. SURRENDER.

At the expiration or other termination of this Lease, Tenant shall surrender the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, including, without limitation, the Critical Fixtures and Equipment identified on Schedule 4 hereto, to Landlord in as good order and condition as they were at the commencement of the Term or may be put in thereafter in accordance with this Lease and reasonable wear and tear and damage to the Premises by casualty or condemnation of the Premises excepted. For the avoidance of doubt, the parties acknowledge and agree that all Utility Infrastructure and Critical

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Fixtures and Equipment shall remain upon and be surrendered with the Premises as a part thereof at the termination or other expiration of the Term. All alterations, except Tenant furniture, trade fixtures, satellite communications dish and equipment, computer and other similar moveable equipment brought onto the Premises after the Lease Commencement Date (“trade fixtures”), shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof expiration or other termination of the Term. Notwithstanding the foregoing, in the event Landlord provides Tenant notice, at the time Landlord approves a Restricted Alteration, that such alteration will be subject to removal upon the expiration or other termination of the Term, or, with respect to any other type of alteration, provides Tenant notice during the Term, that such alteration will be subject to removal upon the expiration or other termination of the Term, then Tenant shall remove, at its sole cost and expense, the applicable alteration(s), as directed by Landlord. At the expiration or other termination of the Term, Tenant shall additionally remove its trade fixtures and other personal property, as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by any of its removal work in connection with this Section 19. Alterations, trade fixtures and personal property of Tenant not so removed at the end of the Term or within thirty (30) days after the expiration or other termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such alterations and other property to be removed from the Premises. The reasonable cost of removing and disposing of any and all such alterations and property and repairing any damage to any of the Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any alterations or other property which becomes the property of Landlord as a result of such expiration or other termination. The provisions of this Section 19 shall survive the expiration or other termination of this Lease.

At any time during the Term, Tenant may remove the trade fixtures as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by such removal and restore the affected area of the Premises to the condition existing immediately prior to such removal.

20. SUBORDINATION OF LEASE.

(a) This Lease shall be subject and subordinate to any Mortgage and to all advances made upon the security thereof, provided that Lender shall execute and deliver to Tenant an agreement substantially in the form attached as Exhibit D hereto (“SNDA Agreement”), providing that Lender recognizes this Lease and agrees to not disturb Tenant’s possession of the Premises in the event of foreclosure if Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of an SNDA Agreement, to execute such SNDA Agreement and such further reasonable instrument(s) as may be necessary to so subordinate this Lease. The term “Mortgage” shall include any mortgages, deeds of trust or any other similar hypothecations on the Premises securing a Lender’s Loan, regardless of whether or not such Mortgage is recorded. For the avoidance of doubt, the parties acknowledge and agree that the term “Lender” shall refer to any current Lender and future Lender, and the term “Loan” shall refer to any current Loan and future Loan.

(b) Provided that Lender has entered into an SNDA Agreement, Tenant agrees to attorn, from time to time, to Lender, and to any purchaser of the Premises, for the remainder of the Term, provided that Lender or such purchaser shall then be entitled to possession of the Premises, subject to the provisions of this Lease. This subsection shall inure to the benefit of

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Lender or such purchaser, shall apply notwithstanding that, as a matter of Law, this Lease may terminate upon the foreclosure of the Mortgage (in which event the parties shall execute a new lease for the remainder of the Term containing the provisions of this Lease), shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Each such party shall however, upon demand of the other, execute instruments in confirmation of the foregoing provisions reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment and setting forth the terms and conditions hereof.

(c) Tenant hereby consents to any collateral assignment of this Lease by Landlord to or for the benefit of any Lender. Without limitation of the preceding sentence, Tenant hereby specifically consents to any Assignment of Lease and Rents executed by Landlord to and for the benefit of the Lender named herein.

21. LANDLORD DEFAULT.

Without limiting Tenant’s rights set forth elsewhere in this Lease, if Landlord shall fail to fulfill any covenant or provision of this Lease on its part to be performed and shall fail to remedy such failure within thirty (30) days after Tenant shall have given Landlord written notice of such failure (or, if such failure cannot reasonably be cured within such thirty (30)-day period, Landlord shall be permitted such longer period of time (not to exceed an additional ninety (90) days) as is reasonably necessary provided that Landlord shall have commenced a cure within such 30-day period and continues thereafter to diligently pursue such cure), then the same shall be an event of default and Landlord shall indemnify Tenant for all costs and expenses incurred to remedy such default. Tenant shall have all rights, powers and remedies available at law or equity, recognizing, however, that it is the parties’ intention and agreement that the covenants of Tenant hereunder (including those to pay Rent) are independent covenants.

22. UTILITIES.

Tenant agrees to timely pay for all utilities consumed by it in the Premises, prior to delinquency.

23. TENANT DEFAULT.

(a) Any of the following occurrences or acts shall constitute an “Event of Default” (herein so called) under this Lease: if (i) Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of ten (10) days after Landlord notifies Tenant in writing of such failure (each an “Installment Default Notice”); or if, within a twelve (12) month period following delivery of not less than two (2) Installment Default Notices by Landlord, Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of five (5) days or (ii) Tenant shall default in the payment when due of any installment of Additional Rent payable hereunder and such default shall continue for ten (10) days after notice of such default is sent to Tenant by Landlord (or Lender); or (iii) the failure by Tenant to maintain insurance as required under this Lease; or (iv) Tenant shall default in fulfilling any of the other covenants, agreements or obligations of this Lease, and such default shall continue for more than thirty (30) days after written notice thereof from Landlord (or Lender) specifying such default, provided, that if Tenant has commenced to cure a default described in subparagraph (iv)

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above within said thirty (30) days, and thereafter is in good faith diligently prosecuting same to completion and such default is of a nature such that it cannot be cured within such thirty (30) day period, said thirty (30) day period shall be extended, for a reasonable time (not to exceed an additional ninety (90) days) or, with respect to a breach of Tenant’s obligations under Section 40 of this Part II, such longer period as may reasonably be necessary to cure such default so long as (A) Tenant delivers to Landlord a certificate of a qualified environmental remediation specialist that such default could not be cured within such one hundred eighty (180) days but is curable, and (B) Tenant is in good faith diligently prosecuting such cure to completion) where, due to the nature of a default, it is unable to be completely cured within thirty (30) days; or (v) any execution or attachment shall be issued against Tenant or any of its property whereby the Premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant, and the same shall not be bonded, dismissed, or discharged as promptly as possible under the circumstances; or (vi) Tenant or Guarantor (A) shall make any assignment or other similar act for the benefit of creditors, (B) shall file a petition or take any other action seeking relief under any state or federal insolvency or bankruptcy Laws, or (C) shall have an involuntary petition or any other action filed against either of them under any state or federal insolvency or bankruptcy Laws which petition or other action is not vacated or dismissed within sixty (60) days after the commencement thereof; or (vii) the estate or interest of Tenant in the Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred and such process shall not be vacated or discharged within sixty (60) days after such levy or attachment; or (viii) the Guarantor’s guaranty of Tenant’s obligations under this Lease is terminated for any reason, or the Guarantor asserts in any pleading or judicial or administrative proceeding that such guaranty is void or unenforceable or that Guarantor is not liable thereunder; or (ix) any material representation or warranty made by Tenant or Guarantor to Landlord or the Lender herein or in any document delivered pursuant to this Lease is misleading or false in material respect when made, or (x) a default beyond applicable notice and cure periods shall occur in the fulfillment of any of the covenants, agreements or obligations of the tenant under any of the Related Leases and the premises demised thereby are then owned by the entity that is Landlord on the Lease Commencement Date or by one of its Affiliates.

(b) If an Event of Default shall have occurred and be continuing, Landlord shall be entitled to all remedies available at law or in equity. Without limiting the foregoing, Landlord shall have the right to give Tenant notice of Landlord’s termination of the Term of this Lease. Upon the giving of such notice, the Term of this Lease and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as hereinafter provided.

(c) If an Event of Default shall have occurred and be continuing, Landlord shall have the immediate right, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, to re-enter and repossess the Premises and the right to remove all persons and property therefrom by summary proceedings, ejectment, any other legal action or in any lawful manner Landlord determines to be necessary or desirable. Landlord shall be under no liability by reason of any such reentry, repossession or removal. No such re-entry, repossession or removal shall be construed as an election by Landlord to terminate this Lease unless a notice of such termination is given to Tenant pursuant to Section 23(b) of this Part II.

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(d) At any time or from time to time after a re-entry, repossession or removal pursuant to Section 23(c) of this Part II, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, Landlord may (but, except to the extent expressly required by any applicable Law, shall be under no obligation to) relet the Premises for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions and for such uses as Landlord, in its absolute discretion, may determine. Landlord may collect any rents payable by reason of such reletting. Landlord shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting, provided, however, that Landlord agrees to use reasonable efforts to relet the Premises for such rent and upon such terms as are not unreasonable under the circumstances, and if the full rental provided herein plus the reasonable costs, expenses and damages hereafter described shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord, including, without limitation, deficiency in base rent and additional rent, reasonable attorney’s fees, brokerage fees, and the expenses of placing the Premises in rentable condition.

(e) No expiration or termination of the Term of this Lease pursuant to Section 23(b) of this Part II, by operation of law or otherwise, and no re-entry, repossession or removal pursuant to Section 23(c) of this Part II or otherwise, and no reletting of the Premises pursuant to Section 23(d) of this Part II or otherwise, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re-entry, repossession, removal or reletting.

(f) In the event of any expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord all Fixed Rent, Additional Rent and other sums required to be paid by Tenant, in each case together with interest thereon at the Lease Default Rate from the due date thereof to and including the date of such expiration, termination, re-entry, repossession or removal; and thereafter, Tenant shall, until the end of what would have been the Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal and whether or not the Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages: (i) all Fixed Rent, Additional Rent and other sums which would be payable under this Lease by Tenant in the absence of any such expiration, termination, re-entry, repossession or removal, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to Section 23(d) of this Part II, after deducting from such proceeds all reasonable expenses of Landlord in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses (including, without limitation, fees and expenses of appellate proceedings), alteration costs and expenses of preparation for such reletting. Tenant shall pay such liquidated and agreed current damages on the dates on which Fixed Rent would be payable under this Lease in the absence of such expiration, termination, re-entry, repossession or removal, and Landlord shall be entitled to recover the same from Tenant on each such date.

At any time after any such expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property thereon by reason of the occurrence of an Event of Default, whether or not Landlord shall have collected any liquidated and agreed current damages pursuant to Section 23(f) of this Part II, Landlord shall be

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entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default and in lieu of all liquidated and agreed current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the sum of (i) the excess, if any of (A) the aggregate of all Fixed Rent and Additional Rent which would be payable under this Lease, in each case from the date of such demand (or, if it be earlier, the date to which Tenant shall have satisfied in full its obligations under Section 23(f) of this Part II to pay liquidated and agreed current damages) for what would be the then-unexpired Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal, discounted at the rate equal to the then rate on U.S. Treasury obligations of comparable maturity to such Term (the “Treasury Rate”), but in no event greater than the non-default rate of interest for the Loan (such lower rate being referred to as the “Discount Rate”) over (B) the amount of such rental loss that Tenant proves could be reasonably avoided by commercially reasonable mitigation efforts by Landlord, discounted at the Discount Rate for the same period, plus (ii) all reasonable legal fees and other costs and expenses incurred by Landlord as a result of Tenant’s default under this Lease. If any Law shall limit the amount of liquidated final damages to less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such Law.

(g) Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy at law or in equity, including the right of injunction. Tenant waives any rights of redemption granted by any Laws if Tenant is evicted or dispossessed, for any cause, or if Landlord obtains possession of the Premises by reason of the violation by Tenant of any of the terms of this Lease. In addition, Tenant, on its own behalf and for its legal representatives, successors and assigns, and on behalf of all persons claiming through or under this Lease, together with creditors of all classes, and all other persons having an interest therein, does hereby waive, surrender and give up all right or privilege which it may or might have by reason of any present or future Law or decision, to redeem the Premises or have a continuance of this Lease for any part of the Term hereof after having been dispossessed or ejected therefrom by process of law or otherwise.

(h) In addition to the foregoing remedies set forth in this Section 23 and all other remedies available at law or in equity, and regardless of whether or not an Event of Default has occurred under this Lease, if Tenant has failed to perform any of its duties, obligations, covenants or agreements under this Lease, Landlord may give notice to Tenant that it has failed to perform any such duty, obligation, covenant or agreement (herein called a “Notice of Breach”) and may thereafter pursue any rights or remedies available to it at law or in equity including, without limitation, filing a suit for damages as a result of such breach or a suit for specific performance of any such duties, obligations, covenants or agreements. Any Notice of Breach delivered under this Section 23(h) or any such rights or remedies pursued by Landlord shall not be deemed to be a notice of default under any provision of this Section 23 and shall not result, with or without the passage of time, in an Event of Default existing under this Lease; provided, that the delivery of any such Notice of Breach shall not limit Landlord’s right (which right will not be exercised without the consent of Lender so long as the Premises are subject to a Mortgage which requires Lender’s consent for the exercise thereof) to subsequently deliver notice (with respect to the same event or condition which is the subject of such Notice of Breach or any other event or condition) which will declare or, with the passage of time, result in an Event of Default hereunder.

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24. LANDLORD ASSIGNMENT OF WARRANTIES.

Landlord assigns to Tenant, without recourse or warranty whatsoever, all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder with respect to the Premises, including, but not limited to, any rights and remedies existing under contract or pursuant to the Uniform Commercial Code (collectively, the “guaranties”). Such assignment shall remain in effect during the Term. Landlord hereby agrees to execute and deliver at Tenant’s expense such further documents, including powers of attorney (which shall contain indemnity agreements from Tenant to Landlord which shall be in form reasonably satisfactory to Landlord), as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment of guaranties effected or intended to be effected by this Article. Upon the occurrence of a termination of this Lease, the guaranties shall automatically revert to Landlord.

25. RENT PAYMENTS.

If Landlord’s interest in this Lease shall pass to another, or if the Fixed Rent or Additional Rent hereunder shall be assigned, or if a party, other than Landlord, shall become entitled to collect the Fixed Rent or Additional Rent due hereunder, then notice thereof shall be given to Tenant and Guarantor by Landlord in writing, or, if Landlord is an individual and shall have died or become incapacitated, by Landlord’s legal representative, accompanied by due proof of the appointment of such legal representative; provided, that if Fixed Rent is then being paid to Lender, then notwithstanding such notice from Landlord, Tenant shall continue to pay Fixed Rent to Lender until it receives contrary notice from Lender. Until such notice and proof shall be received by Tenant, Tenant may continue to pay the rent due hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid, and each such payment shall fully discharge Tenant with respect to such payment.

Tenant shall not be obligated to recognize any agent for the collection of rent or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be given to Tenant by the one appointing such agent.

26. HOLDOVER.

If Tenant shall hold over after the expiration date of the Term, or if Tenant shall hold over after the date specified in any termination notice given by Tenant under Section 13(d) or 14(b) of this Part II, then, in either such event, Tenant shall be a month-to-month Tenant on the same terms as herein provided, except that the monthly Fixed Rent will be 1.25 times the average monthly Fixed Rent payable by Tenant during the Initial Term or, if applicable, during the Extension Period immediately preceding such holdover period.

27. NOTICES.

Whenever, pursuant to this Lease, notice or demand shall or may be given to either of the parties (including Lender) by the other, and whenever either of the parties shall desire to give to the other any notice or demand with respect to this Lease or the Premises, each such notice or demand shall be in writing, and any Laws to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served as follows: by mailing the same to the

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other party by registered or certified mail, return receipt requested, or by delivery by nationally recognized overnight courier service provided a receipt is required, at its Notice Address set forth in Part I hereof, or at such other address as either party may from time to time designate by notice given to the other. The date of receipt of the notice or demand shall be deemed the date of the service thereof (unless delivery of the notice or demand is refused or rejected, in which case the date of such refusal or rejection shall be deemed the date of service thereof).

28. INDEMNITY.

(a) Tenant covenants and agrees to indemnify Landlord, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from, and defend same against any and all claims, losses, costs, damages, expenses, or liabilities (collectively, “Claims”), including, without limitation, reasonable attorneys’ fees and costs of defense, to the extent arising in connection with (i) any injury or damage to any person or property occurring on or about the Premises, (ii) any default by Tenant hereunder, (iii) any Planned Use Violation, or (iv) any negligence or willful misconduct of Tenant or its subtenants or agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Tenant; excluding, however, in each subparagraph (i)-(iv) above, any Claims to the extent caused by the negligence or willful misconduct of Landlord or its servants, employees, contractors or agents or any breach by Landlord of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(b) Landlord covenants and agrees to indemnify and hold harmless Tenant, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from and defend same against any and all Claims, including, without limitation, reasonable attorneys’ fees and costs to the extent arising in connection with (i) any breach by Landlord hereunder, or (ii) any negligence or willful misconduct of Landlord or its agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Landlord; excluding, however, in each subparagraph (i)-(ii) above, any Claims to the extent caused by the negligence or willful misconduct of Tenant or its servants, employees, contractors or agents or any breach by Tenant of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(c) Tenant shall pay to Landlord as Additional Rent and Landlord shall pay to Tenant, within thirty (30) days after submission by either party to the other of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 28.

29. TENANT TO COMPLY WITH MATTERS OF RECORD.

Tenant agrees to perform all obligations of Landlord and pay all expenses which Landlord or Tenant may be required to pay in accordance with, and to comply and cause the Premises to comply in all respects with all of the terms and conditions of, any reciprocal easement agreement or any other agreement or document of record now affecting the Premises (including, without limitation, those matters described on Exhibit B hereto) or hereafter executed with Tenant’s written consent (herein referred to collectively as the “Matters of Record”) during the Term.

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30. OBLIGATIONS TO MODIFY EASEMENTS.

Landlord agrees, and its Lender, by accepting an assignment of this Lease, agrees, that if no Event of Default shall have occurred and be continuing, then upon request by Tenant (and only after all documentation required by Landlord to consummate the relevant transaction shall have been provided to Landlord), (i) to enter into or modify with Tenant, at Tenant’s expense, such easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as Tenant may desire for the operation of the Premises (collectively, “Easements”) or (ii) to dedicate or transfer, at Tenant’s expense, minor non-essential unimproved portions of the Premises for road, highway or other public purposes to the extent such dedications or transfers are consistent with commercially reasonable development of the Premises (the “Dedications”); provided, that Landlord and Lender shall be obligated to take any such action only if (a) any such Easements or Dedications do not adversely affect the value of the Premises (or do not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Easements or Dedications) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property, (b) any such Easements or Dedications do not materially impair Tenant’s use or operation of the Premises and is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises, (c) Tenant advises Landlord of the amount of the consideration, if any, being paid for such Easements or Dedications and that Tenant considers the consideration, if any, being paid for such Easements or Dedications to be fair and adequate, (d) for so long as this Lease is in effect, Tenant will perform all obligations, if any, of Landlord under the applicable instrument and Tenant will remain obligated under this Lease in accordance with its terms, and (e) Tenant pays all out-of-pocket costs and expenses incurred by Landlord and Lender, including, without limitation, title bring-down and insurance costs, in connection with said Easements or Dedications including, without limitation, reasonable attorneys’ fees, all of which (items (a)—(e) above) Tenant shall certify to Lender and Landlord in writing (in the form of Schedule 3 to this Lease) at the time the request is made for such Easements or Dedications. Tenant’s request shall also include (i) the authorized undertaking of Tenant and Guarantor, in form and substance reasonably satisfactory to Landlord, to the effect that Tenant and Guarantor will remain obligated hereunder and under the Guarantor’s guaranty of this Lease to the same extent as if such Easements or Dedications had not been made, (ii) confirmation of the lien priority of the Mortgage and such instruments, certificates, surveys, title insurance policy endorsements and opinions of counsel reasonably acceptable to Landlord or its Lender as Landlord or its Lender may reasonably request, and (iii) a letter from a qualified appraiser reasonably acceptable to Landlord and Lender addressed to Landlord and its Lender establishing that the requirement of subpart (a) of the first sentence of this Section 30 has been satisfied, and that the Easements or Dedications are not estimated to reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord therefor.

31. TAXES.

(a) Subject to the provisions hereof relating to contests, Tenant shall pay and discharge, before any interest or penalties are due thereon, all of the following taxes, charges, assessments, levies and other items (collectively, “tax” or “taxes”), even if unforeseen or extraordinary, which are imposed or assessed prior to the Lease Commencement Date or on or subsequent to the Lease Commencement Date during the Term, regardless of whether payment

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thereof is due prior to, during or after the Term: all taxes of every kind and nature (including, without limitation, real, ad valorem and personal property), on or with respect to the Premises (including, without limitation, any taxes assessed against Landlord’s reversionary estate in the Premises or in connection with the Utility Infrastructure or Critical Fixtures and Equipment), the Fixed Rent or Additional Rent payable hereunder, this Lease or the leasehold estate created hereby; all charges and/or assessments for any easement or agreement maintained for the benefit of the Premises; and all general and special assessments, levies, water and sewer assessments and other utility charges, use charges and rents and all other public charges and/or taxes whether of a like or different nature. Landlord shall promptly deliver to Tenant any bill or invoice Landlord receives with respect to any tax; provided, that the Landlord’s failure to deliver any such bill or invoice shall not limit Tenant’s obligation to pay such tax. Landlord agrees to cooperate with Tenant to enable Tenant to receive tax bills directly from the respective taxing authorities. Nothing herein shall obligate Tenant to pay, and the term “taxes” shall exclude (unless the taxes referred to in clauses (i) and (ii) below are in lieu of or a substitute for any other tax or assessment upon or with respect to any of the Premises which, if such other tax or assessment were in effect on the Lease Commencement Date, would be payable by Tenant hereunder or by Law), federal, state or local (i) franchise, capital stock or similar taxes, if any, of Landlord, (ii) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by Landlord’s net income, (iii) any estate, inheritance, succession, gift, capital levy or similar taxes of Landlord, (iv) taxes imposed upon Landlord under Section 59A of the Internal Revenue Code of 1986, as amended, or any similar state, local, foreign or successor provision, (v) any amounts paid by Landlord pursuant to the Federal Insurance Contribution Act (commonly referred to as FICA), the Federal Unemployment Tax Act (commonly referred to as FUTA), or any analogous state unemployment tax act, or any other payroll related taxes, including, but not limited to, any required withholdings relating to wages, (vi) except as otherwise provided in Section 14(d) of this Part II, any taxes in connection with the transfer or other disposition of any interest, other than Tenant’s (or any person claiming under Tenant), in the Premises or this Lease, to any person or entity, including, but not limited to, any transfer, capital gains, sales, gross receipts, value added, income, stamp, real property gains or withholding tax, and (vii) any interest, penalties, professional fees or other charges relating to any item listed in clauses (i) through (vi) above; provided, further, that Tenant is not responsible for making any additional payments in excess of amounts which would have otherwise been due, as tax or otherwise, but for a withholding requirement which relates to the particular payment and such withholding is in respect to or in lieu of a tax which Tenant is not obligated to pay; and provided, further, that if at any time during the Term of this Lease, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a tax upon the value of the Premises or any present or future improvement or improvements on the Premises, including any tax which uses rents received from Tenant as a means to derive value of the property subject to such tax, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant, but only to the extent that such levies or taxes would be payable if the Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided. In the event that any assessment against the Premises is payable in installments, Tenant may pay such assessment in installments; and in such event, Tenant shall be liable only for those installments which become due and payable prior to or during the Term, or which are appropriately allocated to the Term even if due and payable after the Term. Tenant shall deliver, or cause to be delivered, to Landlord, promptly upon Landlord’s written request, evidence satisfactory to Landlord that the taxes required to be paid pursuant to this Section 31 have been so paid and are not then delinquent.

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(b) After prior written notice to Landlord, at Tenant’s sole cost, Tenant may contest (including seeking an abatement or reduction of) in good faith any taxes agreed to be paid hereunder; provided, that (i) Tenant first shall satisfy any Legal Requirements, including, if required, that the taxes be paid in full before being contested, (ii) no Event of Default has occurred and is continuing, and (iii) failing to pay such taxes will not subject Landlord or Lender to criminal penalties or fines or to prosecution for a crime, or result in the sale, forfeiture or loss of any portion of the Premises, the Fixed Rent or any Additional Rent. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and shall indemnify, defend and hold Landlord and Lender and all other Indemnified Parties harmless against any and all losses, judgments, decrees and costs (including, without limitation, all reasonable attorneys’ fees and expenses) in connection with any such contest and shall promptly, after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. At Tenant’s sole cost, Landlord shall assist Tenant as reasonably necessary with respect to any such contest, including joining in and signing applications or pleadings. Any rebate applicable to any portion of the Term shall belong to Tenant.

(c) In the event a refund of Taxes is obtained and actually paid to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any unrecouped, out-of-pocket expenses or losses in connection with obtaining such refund) to the next installment(s) of Fixed Rent. If such refund is received after the end of the Term and relates to periods during the Term, Landlord shall remit such refund to Tenant within thirty (30) days after receipt. This provision shall survive the expiration or other termination of this Lease.

32. INSURANCE.

(a) Landlord shall maintain, at Tenant’s cost and expense, with all premiums therefor and deductibles due in connection therewith constituting Additional Rent, All-Risk insurance for the Premises in an amount equal to no less than one hundred percent (100%) of the replacement value of the Building, all of Tenant’s alterations and improvements of which Landlord has notice, and Landlord’s personal property including its furniture, fixtures and equipment, which shall also include loss of rent coverage (also known as rental income coverage, earthquake coverage, flood coverage if the Premises is located in a flood zone and shall be subject to commercially reasonable deductibles, in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by “All Risk” policies carried by landlords of comparable buildings in the vicinity of the Building. Landlord shall also obtain and keep in full force [, at Tenant’s cost and expense,] a policy of commercial general liability in amounts and with deductibles comparable to the insurance being carried by landlords of other comparable quality buildings in the vicinity of the Building. Landlord may obtain, but shall have no obligation to do so, at Landlord’s cost and expense, environmental insurance sufficient to cover Environmental Claims for pre-existing conditions in the Premises prior to the Lease Commencement Date.

(b) Tenant also shall maintain General Liability coverage (including but not limited to personal injury, broad form contractual liability, owner’s (i.e., Tenant’s) contractors, protective and broad form property damage). The minimum limits of liability shall be a

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combined single limit with respect to each occurrence of not less than [***]. The policy shall be primary coverage for Tenant and Landlord for any liability arising out of Tenant’s and Tenant’s employees’ use, occupancy or maintenance of the Premises and all areas appurtenant thereto. The policy shall contain a severability of interest clause. Not more frequently than once in any three (3) year period, if, in the opinion of the insurance consultant retained by Landlord, at Landlord’s sole cost and expense, the amount of public liability and property damage insurance coverage at the time is not substantially equivalent to that customarily carried by landlords of comparable buildings in the vicinity of the Building, Tenant shall increase the insurance coverage as reasonably required by Landlord’s insurance consultant; provided however, that in no event shall any such insurance coverage be increased in excess of that which is from time to time being required by comparable landlords of comparable tenants leasing comparable amounts of space in other comparable buildings in the vicinity of the Building.

(c) At all times when any construction is in progress, Tenant shall maintain or cause to be maintained by its contractors and subcontractors with such companies reasonably approved by Landlord, builder’s risk insurance, completed value form, covering all physical loss, in an amount reasonably satisfactory to Landlord.

(d) Any insurance maintained by Tenant pursuant to this Section 32 shall name Landlord as additional insured parties and/or as loss payees, as appropriate.

(e) [INTENTIONALLY OMITTED]

(f) Tenant may carry such All-Risk Property Insurance on their own personal property and General Liability insurance by way of a Package and Umbrella Policy, or any equivalent thereof.

(g) Tenant may carry leased General Liability insurance covering the Premises and other locations of Tenant and/or of Tenant’s affiliates and Tenant may maintain the required limits in the form of excess and/or umbrella policies, provided that the other requirements set forth herein have been satisfied.

(h) Tenant at its cost shall maintain on all of its personal property in, on, or about the Premises, an “All Risk” property policy including coverage for earthquake and sprinkler leakage and containing an agreed amount endorsement in an amount not less than one hundred percent (100%) of the full replacement cost valuation.

(i) Tenant shall maintain Workers’ Compensation insurance as required by law [and Employer’s Liability insurance in an amount not less than [***].]

(j) All insurance coverage required to be carried hereunder shall be carried with insurance companies licensed to do business in the state in which the Premises is located and which have a claims paying ability rating of “A” or better by S&P and a rating of “A2” or better by Moody’s, and shall require the insured’s insurance carrier to notify the Landlord and Lender at least thirty (30) days prior to any cancellation of such insurance. Notwithstanding the foregoing, Tenant may carry insurance with companies which are affiliated with Tenant (and do not meet the requirements herein) provided such insurance provided by such companies shall not exceed the deductible or self insurance limitations herein.

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The insurance policies shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. If said insurance or part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord and Lender. All insurance required to be carried by Tenant hereunder shall be primarily in respect of the acts of Tenant and all liability insurance required to be maintained by Landlord shall be primary in respect of the acts of Landlord.

(k) During such time as (i) the tangible net worth of Guarantor, as determined in accordance with generally accepted accounting principles consistently applied, shall be not less than the product of (A) [***] times (B) the CPI Factor, and (ii) Guarantor’s long-term unsecured debt is rated at least “A-“ by S&P and “A2 “ by Moody’s, Tenant may self-insure the coverage referred to in this Section 32, provided that such self insurance program does not violate any Laws. Tenant shall provide Landlord with annual certificates indicating its decision to self-insure hereunder.

(l) Each insurance policy referred to above to the extent applicable, contains standard non-contributory mortgagee clauses in favor of Lender and shall provide that it may not be canceled except after thirty (30) days prior notice to Landlord.

(m) Tenant shall pay all premiums for the insurance required by this Section 32 as they become due, and shall renew or replace each policy, and shall deliver to Landlord and Lender a certificate or other evidence of the then existing policy and each renewal or replacement policy, not less than fifteen (15) days prior to the expiration of such policy (together with a certificate of a responsible officer of Tenant or Guarantor that the insurance maintained by Tenant with respect to the Premises is in compliance with the requirements of this Section 32 of Part II of this Lease). In the event of Tenant’s failure to comply with any of the foregoing requirements, Landlord shall be entitled to procure such insurance. Any sums so expended by Landlord, together with interest thereon from the date paid at the Lease Default Rate, shall be Additional Rent and shall be repaid by Tenant to Landlord, if accompanied by an invoice or other supporting documentation, within five days of receipt of written demand therefor by Landlord.

33. LANDLORD EXCULPATION.

Anything contained herein to the contrary notwithstanding, any claim based upon liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Premises and shall not be enforced against the Landlord individually or personally other than with respect to fraud or the misappropriation of insurance or condemnation proceeds. In no event shall any partner, shareholder, trustee, manager, member, beneficial owner, officer, director or other owner or agent of Landlord have any liability under this Lease.

34. LANDLORD’S TITLE.

The Premises are demised and let subject to the Permitted Encumbrances without representation or warranty by Landlord, except as herein expressly provided. The recital of the Permitted Encumbrances herein shall not be construed as a revival of any Permitted Encumbrance which has expired.

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35. QUIET ENJOYMENT.

Landlord warrants and agrees that Tenant, on paying the Fixed Rent, Additional Rent and other charges due hereunder and performing all of Tenant’s other obligations pursuant to this Lease, shall and may peaceably and quietly have, hold, and enjoy the Premises for the full Term, free from molestation, eviction, or disturbance by Landlord or by any other person(s) lawfully claiming by, through or under Landlord, subject, however, to the Permitted Encumbrances. Any failure by Landlord to comply with the foregoing warranty shall not give Tenant any right to cancel or terminate this Lease, or to abate, reduce or make deduction from or offset against any Fixed Rent, Additional Rent or other sum payable under this Lease, or to fail to perform or observe any other covenant, agreement or obligation hereunder.

36. [INTENTIONALLY OMITTED]

37. BROKER.

Landlord and Tenant each represent and warrant that it has had no dealings or conversations with any real estate broker in connection with the negotiation and execution of this Lease. LANDLORD AND TENANT EACH AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER AGAINST ALL LIABILITIES ARISING FROM ANY CLAIM OF ANY REAL ESTATE BROKERS, INCLUDING COST OF REASONABLE COUNSEL FEES, RESULTING FROM THEIR RESPECTIVE ACTS. IN THE EVENT OF ANY BREACH OF LANDLORD’S REPRESENTATIONS UNDER THIS SECTION 37 OR ANY CLAIM BY TENANT AGAINST LANDLORD FOR ANY INDEMNITY UNDER THIS SECTION 37, TENANT SHALL HAVE NO RIGHT TO ABATE OR DEFER ANY PAYMENT OF ANY FIXED RENT, ADDITIONAL RENT AND/OR OTHER AMOUNTS DUE UNDER THIS LEASE, OR TO EXERCISE ANY RIGHTS OF OFFSET WITH RESPECT THERETO, AND TENANT HEREBY EXPRESSLY WAIVES ANY SUCH RIGHTS THAT MAY EXIST AT LAW, IN EQUITY OR OTHERWISE.

38. TRANSFER OF TITLE.

In the event that at any time Landlord shall sell or transfer the Premises, provided the purchaser or transferee expressly assumes in writing the obligations of Landlord hereunder, the Landlord named herein shall not be liable to Tenant for any obligations or liabilities based on or arising out of events or conditions occurring on or after the date of such sale or transfer. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease.

39. NO CONTINUOUS OPERATION.

Anything in this Lease, express or implied, to the contrary notwithstanding, Landlord agrees that Tenant shall be under no duty or obligation, either express or implied, to continuously conduct its business in the Premises at any time during the Term.

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40. HAZARDOUS MATERIALS.

(a) For the purposes hereof, the term “Hazardous Materials” shall include, without limitation, any material, waste or substance which is (i) included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “hazardous wastes” in or pursuant to any Laws, or subject to regulation under any Law; (ii) listed in the United States Department of Transportation Optional Hazardous Materials Table, 49 C.F.R. Section 172.101, as enacted as of the date hereof or as hereafter amended, or in the United States Environmental Protection Agency List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as enacted as of the date hereof or as hereafter amended; or (iii) explosive, radioactive, asbestos, a polychlorinated biphenyl, petroleum or a petroleum product or waste oil. The term “Environmental Laws” shall include all Laws applicable to the Premises pertaining to health, industrial hygiene, Hazardous Materials or the environment, including, but not limited to each of the following, as enacted as of the date hereof or as hereafter amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act), 33 U.S.C. §1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq.

(b) Landlord represents and warrants to Tenant that, except as disclosed in the environmental reports listed on Exhibit E hereto, (i) neither the Premises, nor any portion thereof, has been used, to the best of Landlord’s knowledge, by any prior owner for the generation, manufacture, storage, handling, transfer, treatment, recycling, transportation, processing, production, refinement or disposal (each, a “Regulated Activity”) of any Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws); and (ii) to the best of Landlord’s knowledge, there are no Hazardous Materials present on, in or under the Premises or any portion thereof (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws). Tenant covenants that it: (i) will comply, and will cause the Premises to comply, with all Environmental Laws, (ii) will not use, and shall prohibit the use of the Premises for Regulated Activities or for the storage, handling or disposal of Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), (iii) (A) will not install or permit the installation on the Premises of any underground storage tanks or surface impoundments (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), and (B) with respect to any petroleum contamination on the Premises which originates from a source off the Premises, Tenant shall notify all responsible third parties and appropriate government agencies (collectively, “Third Parties”) and shall prosecute the cleanup of the Premises by such Third Parties, including, without limitation, undertaking legal action, if necessary, to enforce the cleanup obligations of such Third Parties and, to the extent not done so by such Third Parties and to the extent technically feasible and commercially practicable, Tenant shall remediate such petroleum contamination), and (iv) shall cause any alterations of the Premises to be done in a way which complies with applicable Environmental Laws, including Environmental Laws relating to exposure of persons working on or visiting the Premises to Hazardous Materials. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials generated, stored or disposed of by Tenant during the Term and free of all Environmental Default by Tenant.

34

(c) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents) in or about the Premises or otherwise during the Term (unless caused by Landlord or a Landlord Party). In addition, Tenant shall give Landlord immediate verbal and follow-up written notice of any actual or threatened Environmental Default of which Tenant has, or reasonably should have, knowledge, which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the reasonable satisfaction of Landlord and (unless Environmental Laws or a governmental authority require otherwise) only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. An “Environmental Default” means any of the following, to the extent occurring during the Term, by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents): a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises (or any part thereof); an environmental condition requiring for which a responsive action is required by a governmental authority or under Environmental Law; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to promptly address same to Landlord’s reasonable satisfaction, to perform, at Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, and Landlord determines that Tenant has committed an Environmental Default relating to such conjectured pending or threatened Environmental Default that continues, then Tenant shall pay the reasonable costs therefore as Additional Rent.

(d) To the extent that Tenant or Landlord has knowledge thereof, they shall promptly provide notice to the other party hereto of any of the following matters which are not specified in the Environmental Reports described on Exhibit E hereto:

(i) any proceeding or investigation commenced or threatened by any governmental authority with respect to the presence of any Hazardous Material affecting the Premises;

(ii) any proceeding or investigation commenced or threatened by any governmental authority, against Tenant or Landlord, with respect to the presence, suspected presence, release or threatened release of Hazardous Materials from any property owned by Landlord;

(iii) all written notices of any pending or threatened investigation or claims made or any lawsuit or other legal action or proceeding brought by any person against (A) Tenant or Landlord or the Premises, or (B) any other party occupying the Premises or any portion thereof, in any such case relating to any loss or injury allegedly resulting from any Hazardous Material or relating to any violation or alleged violation of Environmental Laws;

(iv) the discovery of any occurrence or condition on the Premises, of which Tenant or Landlord as applicable, becomes aware and which is not corrected within ten (10)

35

days, or written notice received by Tenant of an occurrence or condition on any real property adjoining or in the vicinity of the Premises, which reasonably could be expected to lead to the Premises or any portion thereof being in violation of any Environmental Laws or subject to any restriction on ownership, occupancy, transferability or use under any Environmental Laws or which might subject Tenant, Landlord or Lender to any Environmental Claim. “Environmental Claim” means any claim, action, investigation or written notice by any person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (A) the presence, or release into the environment, of any Hazardous Materials at the Premises, or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; and

(v) the commencement and completion of any Remedial Work.

(e) Landlord shall indemnify and hold Tenant, its employees and agents harmless from and against any Environmental Claim based on or arising out of the presence or removal of, or failure to remove Hazardous Materials generated, used, released, stored or disposed of in or about the Premises prior to the Lease Commencement Date or otherwise prior to the Lease Commencement Date, unless such damage, injury, loss, liability, charge, demand or claim suffered by Tenant is covered by any environmental or pollution control insurance carried by Landlord in connection with Section 32(a) above. In the event Tenant shall make a demand upon Landlord’s carrier of the aforesaid insurance (the “Carrier”) and the Carrier shall deny such claim, Tenant shall commence and diligently prosecute a lawsuit in the appropriate court to enforce such claim. In the event such court does not enter a judgment awarding Tenant the amounts due under such policy, provided Tenant diligently prosecuted the applicable suit as required above, Tenant may seek recovery from Landlord pursuant to Landlord’s indemnity obligations under this Section 40(e). In such a case, at Landlord’s request, Tenant shall assign all of its rights of, in, to, and in connection with said claim and shall provide reasonable cooperation to Landlord in connection with any procecution of such claim.

(f) Upon Landlord’s reasonable request, at any time after the occurrence and during the continuation of an Event of Default hereunder or at such other time as Landlord has reasonable grounds to believe that Hazardous Materials (except to the extent those substances are permitted to be used by Tenant under Section 40(b) of this Part II are or have been released, stored or disposed of on or around the Premises or that the Premises may be in violation of Environmental Laws, Tenant shall provide, at Tenant’s sole cost and expense, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Landlord and Lender indicating the presence or absence of the reasonably suspected Hazardous Materials on the Premises the presence or absence of friable asbestos or substances containing asbestos on the Premises, as the case may be. If Tenant fails to provide such inspection or audit within thirty (30) days after such request, Landlord may order the same, and Tenant hereby grants to Landlord and Lender and their respective employees, contractors and agents access to the Premises upon reasonable notice and a license to undertake such inspection or audit. The cost of such inspection or audit, together with interest thereon at the Lease Default Rate from the date Tenant is provided with written confirmation of costs incurred by Landlord until actually paid by Tenant, shall be immediately paid by Tenant on demand.

36

(g) Without limiting the foregoing, where recommended by any environmental assessment prepared for the Premises conducted after the date hereof and not relating to a conditioned existing at the date hereof, Tenant shall establish and comply with an operations and maintenance program relative to the Premises, in form and substance reasonably acceptable to Landlord, prepared by an environmental consultant reasonably acceptable to Landlord, which program shall address any Hazardous Materials (including, without limitation, asbestos containing material or lead based paint) that may now or in the future be detected on the Premises. Without limiting the generality of the preceding sentence, Landlord may reasonably require (i) periodic notices or reports to Landlord and Lender in form, substance and at such intervals as Landlord may reasonably specify to address matters raised in any such applicable environmental assessments, (ii) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters, (iii) at Tenant’s sole cost and expense, supplemental examination of the Premises by consultants reasonably acceptable to Landlord to address matters raised in any such applicable environmental assessments, (iv) access to the Premises upon reasonable notice, by Landlord or Lender, and their respective agents or servicer, to review and assess the environmental condition of the Premises and Tenant’s compliance with any operations and maintenance program, and (v) variation of the operation and maintenance program in response to the reports provided by any such consultants.

(h) The indemnity obligations and the rights and remedies of the parties under this Section 40 shall survive the termination of this Lease.

41. WAIVER OF LANDLORD’S LIEN.

Landlord hereby waives any right to distrain trade fixtures, inventory and other personal property of Tenant and any landlord’s lien or similar lien upon trade fixtures, inventory and any other personal property of Tenant regardless of whether such lien is created or otherwise. At the request of Tenant, Landlord shall execute a waiver of any landlord’s or similar lien for the benefit of any holder of a security interest in or lessor of any trade fixtures, inventory or any other personal property of Tenant. Landlord agrees to acknowledge (in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that trade fixtures owned by Tenant are Tenant’s property and not part of the Building (regardless of whether or to what extent trade fixtures and/or other personal property are affixed to the Building) or otherwise subject to the terms of this Lease.

42. ESTOPPEL CERTIFICATE.

Landlord and Tenant agree to deliver to each other, from time to time as reasonably requested in writing, and within a reasonable period of time after receipt of such request, an estoppel certificate, addressed to such persons as the requesting party may reasonably request, certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), the dates to which any Fixed Rent due hereunder has been paid in advance, if any, and that to the knowledge of the signer of such certificate, no default hereunder by either Landlord or Tenant exists hereunder (or specifying each such default to which this signer may have knowledge), together with such other information as Landlord or Tenant may reasonably require with respect to the status of this Lease and Tenant’s use and occupancy of the Premises.

37

43. NOTICE OF LEASE.

Upon the request of either party hereto, Landlord and Tenant agree to execute a short form Notice of Lease or Memorandum of Lease in recordable form, setting forth information regarding this Lease, including, without limitation, if available, the dates of commencement and expiration of the Term.

44. MISCELLANEOUS.

(a) This Lease shall be governed and construed in accordance with the Laws of the state in which the Premises is located.

(b) The headings of the Sections of Part I and Part II, are for convenient reference only, and are not to be construed as part of this Lease.

(c) The language of this Lease shall be construed according to its plain meaning, and not strictly for or against Landlord or Tenant; and the construction of this Lease and of any of its provisions shall be unaffected by any argument or claim that this Lease has been prepared, wholly or in substantial part, by or on behalf of Tenant or Landlord.

(d) Landlord and Tenant each warrant and represent to the other, that each has full right to enter into this Lease and that there are no impediments, contractual or otherwise, to full performance hereunder.

(e) This Lease shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of Landlord and the successors and assigns of Tenant.

(f) In the event of any suit, action, or other proceeding at law or in equity, by either party hereto against the other, by reason of any matter arising out of this Lease, the prevailing party shall recover, not only its legal costs, but also reasonable attorneys’ fees (to be fixed by the Court) for the maintenance or defense of said suit, action or other proceeding, as the case may be.

(g) A waiver by either party of any breach(es) by the other of any one or more of the covenants, agreements, or conditions of this Lease, shall not bar the enforcement of any rights or remedies for any subsequent breach of any of the same or other covenants, agreements, or conditions.

(h) This Lease and the referenced schedules and exhibits set forth the entire agreement between the parties hereto and may not be amended, changed or terminated orally or by any agreement unless such agreement shall be in writing and signed by Tenant and Landlord and approved in writing by the Lender. Landlord and Tenant further agree that this Lease shall not be amended and no amendment shall be effective unless in writing signed by both parties thereto.

(i) If any provision of this Lease or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is held

38

invalid or unenforceable shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by Law.

(j) The submission of this Lease for examination does not constitute a reservation of or agreement to lease the Premises; and this Lease shall become effective and binding only upon proper execution and unconditional delivery thereof by Landlord and Tenant.

(k) When the context in which words are used in this Lease indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa. Further, references to “person” or “persons” in this Lease shall mean and include any natural person and any corporation, partnership, joint venture, limited liability company, trust or other entity whatsoever.

(l) All references to “business days” contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays.

(m) Time is of the essence in the payment and performance of the obligations of Tenant under this Lease.

(n) In the event that the Landlord hereunder consists of more than one (1) person, then all obligations of the Landlord hereunder shall be joint and several obligations of all persons named as Landlord herein. If any such person directly or indirectly transfers its interest in the Premises, whether by conveyance of its interest in the Premises, merger or consolidation or by the transfer of the ownership interest in such Person, such transferee and its successors and assigns shall be bound by this subparagraph (n). All persons named as Landlord herein shall collectively designate a single person (the “Designated Person”) to be the person entitled to give notices, waivers and consents hereunder. Landlord agrees that Tenant may rely on a waiver, consent or notice given by such Designated Person as binding on all other persons named as Landlord herein; provided, that any amendment, change or termination of this Lease which is permitted under Section 44(h) of this Part II must be signed by all persons named as Landlord. The Designated Person shall be the only person entitled to give notices hereunder by the Landlord, and Tenant may disregard all communications from any other person named as Landlord herein, except as provided in the immediately following sentence. The identity of the Designated Person may be changed from time to time by ten (10) business days’ advance written notice to the Tenant signed by either the Designated Person or by all persons named as Landlord herein.

(o) Tenant will furnish to Landlord on June 1 and December 31 of each calendar year during the Term, copies of all financial statements relating to the Premises or Tenant’s operations at the Premises (whether or not otherwise publicly disclosed) prepared in the ordinary course of its business. Landlord hereby agrees to maintain such financial information as proprietary and confidential and agrees not to disclose any such information to any third party other than any Lender, or prospective purchaser of the Premises, or to Landlord’s attorneys, accountants, and similar business advisor(s); provided, however, any such disclosure of financial information to any of the foregoing parties may only be made subject to disclosure restrictions that are at least as restrictive as the provisions set forth in this Section 44.

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45. RESTRICTIONS ON SALE TO TENANT COMPETITORS.

Notwithstanding the foregoing provisions of this Lease, so long as no Event of Default has occurred, Savvis Asset Holdings, Inc. or one of its Affiliates is the Tenant hereunder, no default has occurred in connection with the Corporate Guaranty (defined in Schedule 3 attached hereto) and the Corporate Guaranty remains in full force and effect, Landlord shall in no event sell or transfer the Premises to a “Savvis Competitor”, without Tenant’s prior written consent. As used herein, “Savvis Competitor” shall mean and refer to any one of the five (5) entities listed on Exhibit F hereto, provided Savvis Asset Holdings, Inc. or one of its Affiliates may, in good faith but in its sole discretion, change any one or all of the entities so listed, by delivering written notice of such change to Landlord on June 1^st and/or Decemver 31st of any calendar year so long as such subsequently listed entity is in good faith (but Savvis’ sole discretion) considered a competitor and is neither principally engaged in the real estate acquisition, disposition, leasing, or development business nor in the business of financing or investing in such real estate companies. In addition, Landlord will deliver to Tenant a copy of any initial marketing materials circulated by Landlord to the market at-large in connection with any proposed sale of the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the Date of Lease above written.

[SIGNATURE PAGES FOLLOW.]

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LANDLORD’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

MEERKAT SC Office LLC, a Delaware limited liability company
By:	MEERKAT VENTURES LLC, Manager
	By:	MEERKAT INTERESTS LLC, Manager
		By:
			Lammot J. du Pont, Managing Member
		By:	/s/ Hossein Fateh
			Hossein Fateh, Managing Member
		By:	MEERKAT EQUITY LLC, Manager
			By:	MEERKAT MEMBERS LLC, Manager
				By:
					Lammot J. du Pont, Managing Member
				By:	/s/ Hossein Fateh
					Hossein Fateh, Managing Member

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TENANT’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

/s/ Grier Raclin
By:	Grier Raclin
Its:	Chief Legal Officer & Corporate
	Secretary

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SCHEDULE 1

STIPULATED LOSS VALUES

[This shall be a schedule of partially amortizing values satisfactory to the Landlord and Lender which shall begin at, but not exceed, 100% of the purchase price paid by Landlord for the Premises or, if greater, the original Loan amount.]

S1-1

SCHEDULE 2

FIXED RENT AMOUNTS

SUBPART A

[Rent Chart Calculations Subject To Confirmation By Landlord]

Lease Year	Rate Per Rentable Square Foot			Fixed Rent Per Annum			Fixed Rent Per Month
1	$	[	***]	$	[	***]	$	[	***]
2	$	[	***]	$	[	***]	$	[	***]
3	$	[	***]	$	[	***]	$	[	***]
4	$	[	***]	$	[	***]	$	[	***]
5	$	[	***]	$	[	***]	$	[	***]
6	$	[	***]	$	[	***]	$	[	***]
7	$	[	***]	$	[	***]	$	[	***]
8	$	[	***]	$	[	***]	$	[	***]
9	$	[	***]	$	[	***]	$	[	***]
10	$	[	***]	$	[	***]	$	[	***]
11	$	[	***]	$	[	***]	$	[	***]
12	$	[	***]	$	[	***]	$	[	***]
13	$	[	***]	$	[	***]	$	[	***]
14	$	[	***]	$	[	***]	$	[	***]
15	$	[	***]	$	[	***]	$	[	***]

SUBPART B

During the Initial Term, Fixed Rent shall be paid in the amounts hereinafter set forth in Subpart A of this Schedule 2 with respect to the Initial Term. During any fixed rate Extension Period described in Section 12 of Part I of this Lease, Fixed Rent shall be paid at the Fair Market Rental Value with respect to such fixed rate Extension Periods. Notwithstanding the provisions below, in no event shall the annual Fair Market Rental Value for the first year of the first Extension Period be less than [***] of the annual Fixed Rent for the last year of the Initial Term and the Fair Market Rental Value shall increase by no less than [***] annually each year of any Extension Period.

During any Extension Period, Fixed Rent shall be paid in an amount equal to [***] of the Fair Market Rental Value of the Premises for such Extension Period as determined by a Appraiser as hereinafter set forth in this Schedule 2; provided, that during the first [***] years of the first Extension Period, Fixed Rent shall be equal to [***] of the Fair Market Rental Value as so determined. In the event Tenant exercises

S2-1

a Renewal Option to extend this Lease for an Extension Period, then Landlord and Tenant shall attempt in good faith for a period of ten (10) days to agree upon a single Appraiser; and if Landlord and Tenant are so able to agree, the determination by such single Appraiser of a Fair Market Rental Value for the Premises for such Extension Period shall be final and binding on the parties. If Landlord and Tenant are unable to agree upon a single Appraiser within the above-stated ten (10) day period, then the following procedures shall apply:

(a) Within seven (7) days after the conclusion of the ten (10) day period, each party shall submit to the other party an independent third-party Appraiser who must satisfy the qualifications for an Appraiser in the Lease, and neither of whom (i) may be a present or former employee or business associate (or a relative of any such employee or business associate) of either Landlord or Tenant, or (ii) shall have any other financial or economic interest in, or relationship with, Landlord or Tenant.

(b) The two Appraisers so selected shall promptly proceed to determine the Fair Market Rental Value of the Premises (considering the other terms of this Lease) for such Extension Period; and if the two Appraisers agree on such Fair Market Rental Value, their determination shall be final and binding on all parties. If the two appraisers so selected are unable to agree on the Fair Market Rental Value but the appraisals are no more than ten percent (10%) apart, computed from the base of the higher appraisal, the two appraisals shall be averaged and the average shall constitute the Fair Market Rental Value of the Premises for such Extension Period. If the appraisals differ by more than ten percent (10%), such two Appraisers shall select a third Appraiser (who must satisfy the qualifications for an Appraiser in the Lease); and if the two Appraisers are unable to agree upon a third Appraiser within fifteen (15) days, then they shall in lieu thereof each select the names of two willing persons qualified to be Appraisers hereunder and from the four persons so named, one name shall be drawn by lot by a representative of Landlord in the presence of a representative of Tenant, and the person whose name is so drawn shall be the third Appraiser. If either of the first two Appraisers fails to select the names of two willing, qualified Appraisers and to cooperate with the other Appraiser so that a third Appraiser can be selected by lot, the third Appraiser shall be selected by lot from the two Appraisers which were selected by the other Appraiser for the drawing. Any vacancy in the office of the first two Appraisers shall be filled by the party who initially selected that Appraiser, and if the appropriate party fails to fill any vacancy within fifteen (15) days after such vacancy occurs, then such vacancy shall be filled by the other party. Any vacancy in the office of the third Appraiser shall be filled by the first two Appraisers in the manner specified above for the selection of a third Appraiser. The third Appraiser shall, within fifteen (15) days after having been selected, render his or her opinion of which of the amounts proposed by the original two Appraisers most closely represents the actual Fair Market Rental Value of the Premises for such Extension Period, and the amount so selected by the third Appraiser shall be the Fair Market Rental Value of the Premises for such Extension Period. The fees of such Appraisers shall be paid by Tenant.

S2-2

SCHEDULE 3

CERTIFICATE AND AGREEMENT

REGARDING MATTERS OF RECORD

THIS Certificate and Agreement Regarding Matters of Record (this “Certificate”) is delivered by Savvis Asset Holdings, Inc., a Delaware corporation (“Tenant”), pursuant to Section 30 of Part II of that certain Lease dated as of                             , 2004, by and between MEERKAT SC Office LLC, a Delaware limited liability company, as Landlord (herein so called), and Tenant (the “Lease”).

Tenant has prepared or had prepared a [description of instrument], a copy of which is attached hereto (the “Instrument”), to be filed of record with respect to the Premises (as defined in the Lease) and has requested, and does hereby request, that Landlord and Lender (as defined in the Lease) consent to, execute, acknowledge and deliver the Instrument which will be filed of record by Tenant, and that Lender subordinate its Mortgage (as defined in the Lease) and other loan documents to the Instrument or, in connection with any Dedications (as defined in the Lease), that Lender release its Mortgage with respect to the portion of the Premises that is the subject of such Dedication. In order to induce Landlord and Lender to take such actions, and with the understanding that Landlord and Lender will rely on the matters set forth herein, Tenant does hereby represent, warrant and certify to, and agree with for the benefit of Landlord and Lender as follows:

1. Tenant hereby consents to the Instrument, and agrees that the Instrument shall constitute “Matters of Record” as defined in Section 29 of Part II of the Lease.

2. Tenant hereby represents, warrants and certifies to Landlord and Lender that:

(a) A true, correct and complete copy of the Instrument is attached to this Certificate;

(b) The Instrument is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises;

(c) The Instrument does not adversely affect the value of the Premises (or does not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Instrument) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property; and

(d) The Instrument does not materially impair Tenant’s use or operation of the Premises.

3. Tenant agrees that for so long as the Lease is in effect, it will perform all obligations, if any, of Landlord under or pursuant to the Instrument and will remain obligated under the Lease in accordance with its terms.

4. Attached hereto is a true, correct and complete copy of an updated ALTA survey of the Premises prepared by [name of surveyor] which shows the location on the Premises of all

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grants, releases, easements and other rights or encumbrances arising pursuant to the Instrument, or which otherwise indicates the effect of the Instrument on the Premises.

5. Attached hereto are true, correct and complete copies of certificates or agreements by [name of other property owners or governmental authorities required to approve the matters affected by the Instrument] necessary or appropriate to consent to, create or implement the matters contained in the Instrument.

6. Attached hereto is the commitment of [name of title insurer] to issue an endorsement to the loan policy of title insurance delivered to Lender with respect to the Premises indicating that after filing the Instrument, [the Mortgage will remain a first lien on the Premises][OR, WITH RESPECT TO A DEDICATION: the Mortgage will remain a first lien on the portion of the Premises remaining after the Dedication] subject only to the exceptions which were contained in such policy of title insurance and the Instrument.

7. Tenant agrees that all of its obligations under the Lease shall continue notwithstanding the execution, acknowledgment, delivery and filing of the Instrument.

8. Tenant agrees to immediately notify Landlord and Lender in writing in the event of any changes to any of the matters set forth in this Certificate.

9. Tenant will promptly pay all out-of-pocket costs and expenses incurred by Landlord and Lender in connection with said Instrument including, without limitation, reasonable attorneys’ fees.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate effective as of                         ,             .

Savvis Asset Holdings, Inc., a Delaware

corporation

By:

Its:

[Acknowledgment Form to be modified as necessary to comply

with the laws of the state in which the Premises are located]

STATE OF              §

                                  §

COUNTY OF           §

Before me, on the         day of                     , 2004, personally appeared                                 ,                              of                                 , a                             , and acknowledged that he executed the above instrument as his free act and deed and on behalf of said                                 .

Notary Public

(Print Name:) __________________________________________

My Commission Expires:

___________________

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GUARANTOR’S CONSENT

This Guarantor’s Consent (this “Consent”) is a part of the foregoing Certificate and Agreement Regarding Matters of Record. The undersigned hereby executes and delivers this Consent to indicate and evidence the following:

1. The undersigned consents to the Instrument and its effect upon the Premises, the Tenant and the Lease.

2. The Corporate Guaranty executed by the undersigned as of [February 13, 2004], with respect to the Lease (the “Corporate Guaranty”) shall continue and remain in full force and effect notwithstanding the Instrument.

The undersigned has executed and delivered this Consent in order to induce Landlord and Lender to consent to and to execute, acknowledge, deliver and file of record the Instrument, and the undersigned acknowledges that Landlord and Lender will rely on this Consent.

EXECUTED this          day of                                 , 2004.

____________________________________________________,

a ____________________________

By:

Its:

ATTEST:

_____________________________________________, Secretary

[Corporate Seal]

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EXHIBIT A

LEGAL DESCRIPTION OF PREMISES

(City of Santa Clara)

All of parcel 33, as shown on that certain Map entitled “Parcel Map being a Resubdivision of Parcel 6 as shown on Parcel Map 3399 Recorded in Map Book 368, Pages 36-37 and also being a Resubdivision of Parcels 26, 30, and 31 as shown on Parcel Map Recorded in Map Book 386, Pages 4-5, Santa Clara County Records”, which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California on January 25, 1977 in Map Book 387, Page 44.

Assessor’s Parcel Number 104-04-077

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EXHIBIT B

PERMITTED ENCUMBRANCES

MATTERS OF RECORD

A. Property taxes, including general and special taxes, personal property taxes, if any, and any assessments collected with taxes, to be levied for the fiscal year 2004 - 2005 which are a lien not yet payable.

1. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	Pacific Gas & Electric Company and Pacific Telephone and Telegraph Company, a California corporation
Purpose:	Installation and maintenance of single line poles and wires
Recorded:	June 13, 1947, in Book 1478, Page 173, Instrument No. 464779, Official Records
Affects:	Portion of the premises
Note:	The interest of Pacific Gas & Electric Company in said easement has been terminated of record by that certain Quitclaim Deed recorded April 04, 1977, in Book C712, Page 69, Official Records

2. The effect of a Deed

Dated:	October 26, 1950
Executed by:	Aimee L. Johnson, formerly Aimee L. Billings and Ralph W. Johnson and Ora J. Johnson, his wife and the City and County of San Francisco, a municipal corporation
Recorded:	November 03, 1950, in Book 2089, Page 315, Instrument No. 675584, Official Records

Said instrument also provides for the right of ingress and egress for the purpose of maintenance and inspection of fences, gates, pipes and other structures or improvements over that portion of the herein described land.

Affects a portion of the land described herein and other land.

3. Covenants, conditions and restrictions as set forth in the document

Recorded: March 15, 1976, in Book B915, Page 228, Official Records

This exception omits any covenant, condition or restriction based on race, color, religion, sex, handicap, familial status or national origin, unless and only to the extent that the covenant, condition or restriction (a) is not in violation of state or federal law, (b) is exempt under 42 U.S.C. Section 3607 or (c) relates to a handicap but does not discriminate against handicapped people.

Modification(s) of said covenants, conditions and restrictions

Recorded: November 16, 1977, in Book D281, Page 411, Official Records

Modification(s) of said covenants, conditions and restrictions

Recorded: September 18, 1978, in Book D957, Page 329, Official Records

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4. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara, a municipal corporation
Purpose:	Underground electrical
Recorded:	December 01, 1976, in Book C444, Page 600, Instrument No. 5484607, Official Records
Affects:	The Easterly 10 feet

5. A document subject to all the terms, provisions and conditions therein contained.

Entitled:	Agreement For The Installation And Maintenance of Landscape Improvements
Dated:	December 14, 1976
Executed by:	The City of Santa Clara, a municipal corporation and Marriott Corporation
Recorded:	December 17, 1976, in Book C484, Page 109, Instrument No, 5501942, Official Records

6. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	Pacific Gas & Electric Company, a California corporation
Purpose:	Installation and maintenance of gas pipe lines and appurtenances thereto
Recorded:	April 04, 1977, in Book C712, Page 63, Instrument No. 5598791, Official Records
Affects:	A strip of land 25 feet in width

7. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara, a municipal corporation
Purpose:	Installation and Maintenance of Underground electrical systems and appurtenances thereto
Recorded:	September 17, 1980, in Book F587, Page 672, Instrument No. 6840934, Official Records
Affects:	A strip of land 10 feet in width lying within said property

8. A document subject to all the terms, provisions and conditions therein contained.

Entitled:	Agreement Permitting a Pedestrian Arcade, For An Arcade Easement, And For Construction and Maintenance of Arcade
Dated:	December 29, 1981
Executed by:	The City of Santa Clara, a municipal corporation, Gould Inc., Instrument Division, Biomation Operation and Melchor Investment Company
Recorded:	January 12, 1982, in Book G549, Page 569, Instrument No. 7257362, Official Records
Note:	Easement created in said instrument has been terminated by grant deed recorded March 31, 1986, in Book J643, Page 1304, Instrument No. 8733471, Official Records

9. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara, a municipal corporation
Purpose:	Installation and maintenance underground electric utilities
Recorded:	January 20, 1982, in Book G563, Page 308, Instrument No. 7263119, Official Records
Affects:	A portion of premises

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10. A document subject to all the terms, provisions and conditions therein contained.

Entitled:	Agreement Permitting a Pedestrian Arcade, for an Arcade Easement and for Construction and Maintenance of an Arcade
Dated:	January 09, 1987
Executed by:	The City of Santa Clara, a municipal corporation, Rolm Corporation, a California corporation and Melchor Investment Company, a partnership
Recorded:	April 06, 1987, in Book K097, Page 1975, Instrument No. 9219638, Official Records

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EXHIBIT C

FORM OF SURVEY CERTIFICATION

ALTA/ACSM Land Title Survey

FOR

MEERKAT [LANDLORD ENTITY NAME] LLC’S ACQUISITION OF

[STREET ADDRESS], [CITY], CALIFORNIA

COUNTY OF [COUNTY NAME], STATE OF CALIFORNIA

BASED UPON TITLE ORDER NO.              OF [NAME OF TITLE INSURANCE COMPANY]

BEARING AN EFFECTIVE DATE OF [DATE]

TO: [NAME OF TITLE INSURANCE COMPANY]; [LENDER NAME]

[LANDLORD NAME]; AND [SURVEYOR COMPANY]

THE UNDERSIGNED CERTIFIES TO THE BEST OF HIS/HER PROFESSIONAL KNOWLEDGE, INFORMATION AND BELIEF, THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE ON THE DATE SHOWN BELOW OF THE PREMISES SPECIFICALLY DESCRIBED IN [NAME OF TITLE INSURANCE COMPANY] ORDER NO.             , DATED              AND WAS MADE (i) IN ACCORDANCE WITH THE “MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS”, JOINTLY ESTABLISHED AND ADOPTED BY ALTA, ACSM AND NSPS IN 1999; (ii) IN ACCORDANCE WITH THE “                    ” DATED              AND INCLUDE ITEMS              OF              SPECIFICALLY DEFINED, AND (iii) PURSUANT TO THE ACCURACY STANDARDS AS ADOPED BY ALTA, NSPS, AND ACSM AND IN EFFECT ON THE DATE OF THIS CERTIFICATION, UNDERSIGNED FURTHER CERTIFIES THAT THE SURVEY MEASUREMENTS WERE MMADE IN ACCORDANCE WITH THE “MINIMUM ANGLE, DISTANCE, AND CLOSURE REQUIREMENTS FOR SURVEY MEASUREMENS WHICH CONTROL LAND BOUNDARIES FOR ALTA/ASCM LAND TITLE SURVEYS.

____________________

Name of Surveyor

Registration No.             

In the State of California

Date of Survey:             

Date of Last Revision:             [

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EXHIBIT D

FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

[ATTACHED]

D-1

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Andrew H. Levy, Esq.

File No.: 52279-00138

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made as of the l3th day of February, 2004 by and between LEHMAN ALI INC., a Delaware corporation having an address at 399 Park Avenue, New York, New York 10022 (“Lender”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation, having an address at 12851 Worldgate Drive, Herndon, Virginia 20170 (“Tenant”)

RECITALS:

A. Lender is the present owner and holder of a certain deed of trust and security agreement (together with any and all extensions, renewals, substitutions, replacements, amendments, modifications and/or restatements thereof, the “Security Instrument”) dated February 13, 2004, given by Landlord (defined below) to Lender which encumbers the fee estate of Landlord in certain premises described in Exhibit A attached hereto (the “Property”) and which secures the payment of certain indebtedness owed by Landlord to Lender evidenced by a certain promissory note dated February 13, 2004, given by Landlord to Lender (the note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “Note”);

B. Tenant is the bolder of a leasehold estate in a portion of the Property under and pursuant to the provisions of a certain lease dated                             , 2004 between MEERKAT SC OFFICE LLC, a Delaware limited liability company, as landlord (the “Landlord”) and Tenant, as tenant, (such lease, as modified and amended as set forth herein being hereinafter referred to as the “Lease”);

C. SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, executed that certain Guaranty of Lease dated as of                             , 2004 in favor of Lender; and

D. Tenant has agreed to subordinate the Lease to the Security Instrument and to the lien thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.

AGREEMENT:

For good and valuable consideration, Tenant and Lender agree as follows:

1. SUBORDINATION. The Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Security Instrument and to the lien thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Security Instrument had been executed, delivered and recorded prior to the execution and delivery of the Lease.

2. NON-DISTURBANCE. If any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Security Instrument shall be made subject to all rights of Tenant under the Lease, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the Lease shall be in full force and effect and (b) Tenant shall not be in default beyond any applicable cure periods under any of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed.

3. ATTORNMENT. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord’) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1)

2

month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest.

4. NOTICE TO TENANT. After notice is given to Tenant by Lender that the Landlord is in default under the Note and the Security Instrument and that the rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.

5. NOTICE TO LENDER AND RIGHT TO CURE. Tenant shall notify Lender of any default by Landlord under the Lease and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of an abatement shall be effective unless Lender shall have received notice of default giving rise to such cancellation or abatement and shall have failed within sixty (60) days after receipt of such notice to cure such default, or if such default cannot be cured within sixty (60) days, shall have failed within sixty (60) days after receipt of such notice to commence and thereafter diligently pursue any action necessary to cure such default. Notwithstanding the foregoing, Lender shall have no obligation to cure any such default.

6. NOTICES. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Tenant: Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile No. (702) 234-8374

3

If to Lender: Lehman ALI Inc. 399 Park Avenue New York, New York 10022 Attention: Masood Bhatti and David Broderick, Esq. Facsimile No.: (212) 520-0130

or addressed as such party may from time to time designate by written notice to the other parties. For purposes of this Section 6, the term “Business Day” shall mean a day on which commercial banks are not authorized or required by law to close in the state where the Property is located. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of Lender, Tenant and Purchaser and their respective successors and assigns.

8. GOVERNING LAW. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Property is located.

9. MISCELLANEOUS. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

10. INCORPORATION. Exhibit A (Description of Property) and Exhibit B (the Lease Guarantor’s Consent) are attached hereto and incorporated herein by this reference.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as of the date first above written.

LENDER:

LEHMAN ALI INC., a Delaware corporation

By:

Name:

Title:

TENANT:

Savvis Asset Holdings, Inc, a Delaware corporation

By:

Name:

Title:

The undersigned accepts and agrees to

the provisions of Section 4 hereof:

LANDLORD:

MEERKAT SC OFFICE LLC,

a Delaware limited liability company

By:

Name:

Title:

ACKNOWLEDGMENTS

STATE OF
	ss.
COUNTY OF

On this              day of                 , 2004, before me,                                  a Notary Public in and for the State of                     , personally appeared                              personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                      a Notary Public in and for the State of                     , personally appeared                                                 personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                  a Notary Public in and for the State of                     , personally appeared                              personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

EXHIBIT A

DESCRIPTION OF PROPERTY

(attached hereto and made part hereto)

EXHIBIT B

LEASE GUARANTOR’S CONSENT

The undersigned (“Lease Guarantor”) consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty of Lease (“Lease Guaranty”) dated                             , 2004. Lease Guarantor further reaffirms that its obligations under the Lease Guaranty are separate and distinct from Lessee’s obligations.

AGREED:
Dated as of: February 13, 2004	“LEASE GUARANTOR” SAVVIS COMMUNICATIONS CORPORATION
	a Delaware corporation
	By:
	Its:	President
	By:
	Its:	Chief Financial Officer

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                  a Notary Public in and for the State of                     , personally appeared                                  personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                  a Notary Public in and for the State of                     , personally appeared                                  personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

TENANT ESTOPPEL

                    , 2004

LEHMAN ALI INC. (“Lender”)

399 Park Avenue

New York, New York 10022

Dear Sirs:

As the present owner and holder of the Tenant’s interest under that certain Lease dated as of                              2004 (the “Lease”) by and between MEERKAT SC OFFICE LLC, a Delaware limited liability company (the “Landlord”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (the “Tenant”), attached hereto as Exhibit “A”, and the present Guarantor under that certain Guaranty of Lease dated as of                              2004 (the “Guaranty”), by SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, as the Guarantor, attached hereto as Exhibit “B”, the undersigned hereby represents to you that as of the date hereof (i) the Lease and the Guaranty constitute the entire agreement between the undersigned and the Landlord relating to the premises described therein and have not been modified or amended; (ii) the Lease is in full force and effect and the term thereof commenced on                     , 2004 and is scheduled to terminate on February 28, 2019 pursuant to the provisions thereof, and the Guaranty is in full force and effect; (iii) the premises demised under the Lease have been completed and the undersigned has taken possession of the same; (iv) neither the undersigned nor to its knowledge the Landlord is in default under any of the terms, covenants or provisions of the Lease and the undersigned knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Lease by the undersigned or the Landlord thereunder; (v) neither the undersigned nor the Landlord has commenced any action or given or received any notice for the purpose of terminating the Lease; (vi) all rents, additional rents and other sums due and payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (1) month in advance of the due dates thereof; (vii) there are no offsets or defenses to the payment of the rents, additional rents, or other sums payable under the Lease and/or the Guaranty; (viii) the undersigned has no option or right of first refusal to purchase the premises demised under the Lease or any portion thereof; (ix) the fixed annual minimum rent payable under the Lease is as stated in Schedule 2 of the Lease; and (x) the undersigned recognizes that Lender is relying upon this estoppel certificate and the accuracy of the information contained herein.

[signature page follows]

Savvis Asset Holdings, Inc., a Delaware corporation
By:
Its:
Savvis Communications Corporation, Inc., a Delaware corporation
By:
Its:	President
By:
Its:	Chief Financial Officer

EXHIBIT “A”

LEASE

(attached hereto and made part hereof)

EXHIBIT “B”

GUARANTY

(attached hereto and made part hereof)

EXHIBIT E

LIST OF ENVIRONMENTAL REPORTS

1. Phase I Environmental Site Assessment, El Segundo Data Center, 200 North Nash Street, El Segundo, California, dated August 11, 2003, by PES Environmental, Inc Engineering & Environmental Services, No. 933.001.01.001

2. Environmental Site Assessment Update, Cable & Wireless America Buildings B-12 and SC-8, 4650 and 4700 Old Ironsides Drive, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

3. Environmental Site Assessment Update, Cable & Wireless America Buildings SC-4 and SC-5, 2401 and 2403 Walsh Avenue, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

F-1

EXHIBIT F

SAVVIS COMPETITORS

Tenant will provide Landlord written notice of five (5) competitors on or before April 15, 2004

F-1

EX-10.3

Exhibit 10.3

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

LEASE

Between

MEERKAT LA1 LLC

as Landlord

and

SAVVIS ASSET HOLDINGS, INC.

as Tenant

Guarantor: Savvis Communications Corporation

Dated as of March 5, 2004

TABLE OF CONTENTS

		Page
PART I BASIC LEASE PROVISIONS; DEFINITIONS		3
PART II		9
1.	PREMISES	9
2.	NO MERGER OF TITLE	9
3.	RENEWAL OPTIONS	9
4.	USE	9
5.	FIXED RENT	10
6.	NET LEASE; TRUE LEASE	11
7.	CONDITION	11
8.	LIENS	12
9.	REPAIRS AND MAINTENANCE	12
10.	COMPLIANCE WITH LAWS	14
11.	ACCESS TO PREMISES	15
12.	WAIVER OF SUBROGATION	15
13.	DAMAGE; DESTRUCTION	16
14.	CONDEMNATION	17
15.	ASSIGNMENT AND SUBLETTING	19
16.	ALTERATIONS	21
17.	SIGNS	22
18.	PYLON SIGN	22
19.	SURRENDER	22
20.	SUBORDINATION OF LEASE	23
21.	LANDLORD DEFAULT	24
22.	UTILITIES	24
23.	TENANT DEFAULT	24
24.	LANDLORD ASSIGNMENT OF WARRANTIES	27
25.	RENT PAYMENTS	28
26.	HOLDOVER	28
27.	NOTICES	28
28.	INDEMNITY	29
29.	TENANT TO COMPLY WITH MATTERS OF RECORD	29
30.	OBLIGATIONS TO MODIFY EASEMENTS	30
31.	TAXES	30
32.	INSURANCE	32
33.	LANDLORD EXCULPATION	34
34.	LANDLORD’S TITLE	35
35.	QUIET ENJOYMENT	35
36.	[INTENTIONALLY OMITTED]	35
37.	BROKER	35
38.	TRANSFER OF TITLE	36
39.	NO CONTINUOUS OPERATION	36
40.	HAZARDOUS MATERIALS	36
41.	WAIVER OF LANDLORD’S LIEN	40
42.	ESTOPPEL CERTIFICATE	40
43.	NOTICE OF LEASE	41

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44.	MISCELLANEOUS	42
45.	RESTRICTIONS ON SALE TO TENANT COMPETITORS	44

LIST OF SCHEDULES AND EXHIBITS

Schedule 1	[Intentionally Omitted]
Schedule 2	Fixed Rent Amounts
Schedule 3	Certificate and Agreement Regarding Matters of Record
Schedule 4	Certain Critical Fixtures and Equipment
Exhibit A	Legal Description of Premises
Exhibit B	Permitted Encumbrances
Exhibit C	Form of Survey Certification
Exhibit D	Form of Subordination, Non-Disturbance and Attornment Agreement
Exhibit E	List of Environmental Reports
Exhibit F	Savvis Competitor List

ii

LEASE

THIS LEASE (this “Lease”) is made as of March 5, 2004, by and between the Landlord and the Tenant specified below.

PART I

BASIC LEASE PROVISIONS; DEFINITIONS

The following list sets out certain fundamental provisions and definitions pertaining to this Lease:

1.	Lease Commencement Date:	As of March 5, 2004.
2.	Landlord:	MEERKAT LA1 LLC, a Delaware limited liability company
3.	Landlord business address:	c/o DuPont Fabros Development 1707 H Street, N.W., Suite 1000 Washington, D.C. 20006 Attention: Mr. Hossein Fateh
4.	Landlord notice address:	c/o DuPont Fabros Development 1707 H Street, N.W., Suite 1000 Washington, D.C. 20006 Attention: Mr. Hossein Fateh
	with copy to:	Cooley Godward LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, Virginia 20190-5601 Attention: John H. Toole, Esquire
	and to Lender:	Lehman Ali Inc. c/o Lehman Brothers Holdings, Inc. 399 Park Avenue New York, New York 10022 Attention: Massood Bhatti Telephone: (212) 526-6220 Facsimile: (212) 520-0130
	with copy to:	Lehman Ali Inc. 399 Park Avenue NewYork, New York 10022 Attention: David Broderick, Esq. Telephone: (212) 526-2453 Facsimile: (212) 520-0130
	with copy to:	TriMont Real Estate Advisors, Inc. Monarch Tower 3424 Peachtree Road, N.E., Suite 2200 Atlanta, Georgia 30326 Attention: J. Gregory Winchester Telephone: (404) 420-5600 Facsimile: (404) 420-5610
	And a copy to:	TriMont Real Estate Advisors, Inc. Jamboree Center, 2 Park Plaza Irvine, California 92614 Attention: Steven Smith Telephone: (949) 955-1821 Facsimile: (949) 955-1252
5.	Tenant:	Savvis Asset Holdings, Inc., a Delaware corporation

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6.	Tenant business address:	Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile: 702-234-8374
7.	Tenant notice address:	Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile: 702-234-8374
	with copy to:	Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Attention: Real Estate Notices (34236-00002) Facsimile: (212) 848-7179
8.	Guarantor:	Savvis Communications Corporation 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile: 702-234-8374
9.	Premises:	That certain lot or parcel of real estate located at 200 North Nash Street, El Segundo, California, as more fully described on Exhibit A attached hereto, together with all improvements situated on said property (together with all right, title and interest of Landlord in and to the lighting, electrical, power, installed communications, fire protection, security, mechanical, plumbing and heating, ventilation and air conditioning systems used in connection with said property, along with all utility infrastructure used in connection with said property, including, without limitations, all duct banks, conduits, piping, handholes, manholes, and similar appurtenances located on said property and all fiber, power, and other utility lines running through said property (collectively, the “Utility Infrastructure”), and all other carpeting, draperies, appliances and other fixtures and equipment attached or appurtenant to said property including, without limitation, the Critical Fixtures and Equipment), and all rights, easements, rights of way, and other appurtenances thereto.

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10.	Critical Fixtures and Equipment:	Shall mean all installed fuel tanks, generators, HVAC units, air-conditioners, power distribution units, computer room air conditioners, risers, antennas, satellite dishes, pads, raised flooring, and similar installed fixtures and appurtenances located on the Premises as of the Lease Commencement Date, and all equipment and personal property existing in or on the Premises as of the Lease Commencement Date but excluding any equipment and personal property acquired by Tenant from Cable & Wireless USA, Inc. or Cable & Wireless Services, Inc. as of the Lease Commencement Date, and not installed in the Premises.
11.	Building:	The building containing approximately 113,606 rentable square feet that is located on the parcel of land described on Exhibit A hereto.
12.	Initial Term:	Shall commence on the Lease Commencement Date, and shall expire February 28, 2019; all subject to all terms and conditions of this Lease.
		As used in this Lease, “Rent Commencement Date,” shall mean the 270th day after the Lease Commencement Date.
13.	Renewal Options:	The Tenant shall have the right to extend the Initial Term of this Lease for up to a total of [***] Extension Periods (herein so called) of [***] years each subject to the terms and conditions of Section 3 of Part II of this Lease.
14.	Required Advance Notice of
	Exercise of Renewal Options:	[***] days prior to the expiration of the then-current Term. (See Section 3 of Part II)
15.	Fixed Rent
	(See Section 5 of Part II):	For the Initial Term: $[***] per rentable square foot of the Building with a [***] escalation each anniversary of the Lease Commencement Date; for each Extension Period: Fair Market Rental Value, all as more particularly set forth in Schedule 2 attached hereto and made a part hereof.
16.	Broker:	N/A
17.	Lender:	Lehman Ali Inc., c/o Lehman Brothers Holdings, Inc. (d/b/a/ Lehman Capital), along with Commonwealth Land Title Insurance Company, as Trustee (if and so long as it has a Loan outstanding which is secured by the Premises) and any other person that makes a loan or loans, whether now or in the future (such loan or loans collectively referred to herein as the “Loan”) to Landlord or to any affiliate of Landlord which is secured by a mortgage, deed of trust or similar instrument with respect to the Premises and of which Tenant is advised in writing by Landlord. Any such Loan may be evidenced by one or more promissory notes (collectively referred to herein as the “Note”).

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18.	Lender business address:	Lehman Ali Inc. c/o Lehman Brothers Holdings, Inc. d/b/a/ Lehman Capital 399 Park Avenue New York, New York 10022 Telephone: (212) 351 4037 Facsimile:    (212) 516 7005
19.	Lender notice address:	Lehman Ali Inc.
		c/o Lehman Brothers Holdings, Inc.
		d/b/a Lehman Capital
		399 Park Avenue
		New York, New York 10022
		Attention: Massood Bhatti
		Telephone: (212) 526-6220
		Facsimile:    (212) 520-0130
	with a copy to:	Lehman Ali Inc.
		399 Park Avenue
		New York, New York 10022
		Attention: David Broderick, Esq
		Telephone: (212) 526-2453
		Facsimile:    (212) 520-0130
	with a copy to:	TriMont Real Estate Advisors, Inc.
		Monarch Tower
		3424 Peachtree Road, N.E., Suite 2200
		Atlanta, Georgia 30326
		Attention: J. Gregory Winchester
		Telephone: (404) 420-5600
		Facsimile:    (404) 420-5610
	with a copy to:	TriMont Real Estate Advisors, Inc.
		Jamboree Center, 2 Park Plaza
		Irvine, California 92614
		Attention:   Steven Smith
		Telephone: (949) 955-1821
		Facsimile:    (949) 955-1252
	with a copy to:	Commonwealth Land Title Insurance Company
		77 Arnold Drive, Suite 205
		Martinez, California 94553
		Attention: Joe Parker
		Telephone: 925-335-3684
		Facsimile:    925-335-9753
20.	Lease Default Rate:	The lower of (a) five percent (5%) per annum above the Prime Rate as in effect from time to time or (b) the highest rate permitted to be contracted for under applicable Law.
21.	Prime Rate	“Prime Rate” means the current rate of interest per annum announced from time to time by Citibank N.A. (or its successor) as its “base rate” in New York, New York, or, if Citibank N.A. shall cease to announce such rate, then the current rate published as the prime rate in The Wall Street Journal. It is the intention of the parties hereto to conform strictly to the applicable usury Laws, and whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the highest legal rate permitted to be charged in the state of California, such rate herein provided to be paid shall be deemed reduced to such highest legal rate and if previously paid, shall be refunded to Tenant by Landlord within ten (10) days of demand therefor.
22.	Permitted Encumbrances:	Shall mean Taxes (as defined in Section 31 of Part II), Legal Requirements (as defined in Section 10 of Part II), any matters consented to by Landlord, Tenant and Lender in writing, those covenants, restrictions, reservations, liens, conditions, encroachments, easements, encumbrances and other matters of title that affect the Premises as of the

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		Lease Commencement Date (including, without limitation, those listed on Exhibit B hereto) or which arise due to the acts or omissions of Tenant, or due to the acts or omissions of Landlord with Tenant’s consent, after the Lease Commencement Date.
23.	Related Lease:	Shall mean any one (1) of those four (4) other lease agreements of even date herewith entered into by and between Tenant and an affiliate of Landlord pursuant and subject to which affiliates of Landlord lease to Tenant the following additional properties: (i) 2401 Walsh Avenue, Santa Clara, California; (ii) 2403 Walsh Avenue, Santa Clara, California; (iii) 4700 Old Ironsides Drive, Santa Clara, California; and (iv) 4650 Old Ironsides Drive, Santa Clara, California.
24.	Exhibits:	All Exhibits and Schedules to this Lease are incorporated herein by this reference.
25.	Payment of Fixed Rent:	As set forth in Section 5(a) of Part II, Fixed Rent shall be initially paid by wire transfer to the account set forth in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.
26.	CPI:	The term “CPI” means the Consumer Price Index-U.S. City Averages for all Urban Consumers - All Items (1982-84=100), of the United States Bureau of Labor Statistics. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, Landlord will substitute therefor a reasonably comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available then a reasonably comparable index published by a major bank or other financial institution.
27.	Interest Rate:	The term “Interest Rate” shall mean the highest rate of interest charged by Lender under its Loan to Landlord.

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28. Certain Definitions: The following terms shall have the definitions given to them in the following Sections of this Lease:

TERM	SECTION
Additional Rent	Sections 5(d) & 6(d) of Part II
Alteration	Section 16(a) of Part II
Appraiser	Section 13(d) of Part II
Base Premises	Section 10(a) of Part II
Building	Section 11 of Part I
business day	Section 44(l) of Part II
carrier	Section 40(e) of Part II
Certificate	Schedule 3
Claims	Section 28(a) of Part II
Consent	Schedule 3
Contract Person	Section 46 of Part II
Control	Section 15(d) of Part II
Corporate Guaranty	Schedule 3, Sec. 2 Guarantor’s Consent
CPI	Section 26 of Part I
Critical Fixtures and Equipment	Section 10 of Part I
Dedications	Section 30 of Part II
Designated Person	Section 44(n) of Part II
Discount Rate	Section 23(g) of Part II
Due Date	Section 5(a) of Part II
Easements	Section 30 of Part II
Environmental Laws	Section 40(a) of Part II
Environmental Claim	Section 40(d) of Part II
Environmental Default	Section 40(c) of Part II
Event of Default	Section 23(a) of Part II
Extension Period	Section 12 of Part I, Schedule 2
Fair Market Value of the Premises	Section 13(d) of Part II
Guaranties	Section 24 of Part II
Guarantor	Section 8 of Part I
Hazardous Materials	Section 40(a) of Part II
Indemnified Parties	Section 28 of Part II
Initial Term	Section 11 of Part I
Installment Default Notice	Section 23(a) of Part II
Instrument	Schedule 3
Interest Rate	Section 27 of Part I
Landlord Party	Section 12(c) of Part II
Laws	Section 10(a) of Part II
Lease	Preamble, Schedule 3
Lease Commencement Date	Section 1 of Part I
Lease Default Rate	Section 20 of Part I
Legal Requirements	Section 10 of Part II
Lender	Section 20(a) of Part II
Loan	Section 17 Part I & Section 20(a) Part II
Material Subtenant	Section 15(g) of Part II
Matters of Record	Section 29 of Part II
Moody’s	Section 13(c) of Part II
Mortgage	Section 20(a) of Part II
Note	Section 17 of Part I

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Notice of Breach	Section 23(h) of Part II
person or person(s)	Section 44(k) of Part II
Planned Use Violation	Section 4 of Part II
Prime Rate	Section 21 of Part I
Regulated Activity	Section 40(b) of Part II
related corporation	Section 15 of Part II
related entity	Section 15(d) of Part II
Remedial Work	Section 40(c) of Part II
Renewal Options	Section 13 of Part I
Rent	Section 13(h) of Part II
Rent Commencement Date	Section 12 Part I
Restricted Alterations	Section 16(a) of Part II
Savvis	Section 15(b) of Part II
Savvis Competitor	Section 46 of Part II
S&P	Section 13(c) of Part II
Signs	Section 17 of Part II
SNDA Agreement	Section 20(a) of Part II
substantial portion	Section 13(c) of Part II
Taking	Section 14(a) of Part II
tax or taxes	Section 31 of Part II
Tenant	Schedule 3
Tenant Party	Section 12(c) of Part II
Term	Section 12 of Part I
Then-Current Term	Section 13(c) of Part II
Third Parties	Section 40(b) of Part II
trade fixtures	Section 19 of Part II
Transferee Net Worth Standard	Section 15 of Part II
Treasury Rate	Section 23(g) of Part II
Utility Infrastructure	Section 9 of Part I

9

PART II

1. PREMISES.

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and upon the covenants, agreements, terms, limitations, exceptions, reservations and conditions herein provided, the Premises described in Section 9 of Part I hereof together with all of Landlord’s rights of access, in common with others, in and to the Premises, subject, however, to the Permitted Encumbrances.

2. NO MERGER OF TITLE.

There shall be no merger of this Lease nor of the leasehold estate created hereby with the fee estate in or ownership of the Premises by reason of the fact that the same entity may acquire or hold or own (i) this Lease or such leasehold estate or any interest therein and (ii) the fee estate or ownership of any of the Premises or any interest therein. No such merger shall occur unless and until all persons having any interest in (x) this Lease or such leasehold estate and (y) the fee estate in the Premises including, without limitation, Lender’s interest therein, shall join in a written, recorded instrument effecting such merger.

3. RENEWAL OPTIONS.

Tenant shall have the right to extend the Term of this Lease for each of the Extension Periods described in Section 13 of Part I hereof, upon all of the terms and conditions set forth in this Lease with the Fixed Rent in the amounts specified on Schedule 2 hereto for the respective Extension Periods. Tenant may exercise a Renewal Option and commence an Extension Period only if Tenant shall not be in default (beyond applicable cure periods) under this Lease at the time of any such election, and by giving Landlord written notice of each such election not later than the Required Advance Notice of Exercise of Renewal Options (as defined in Section 14 of Part I). If Tenant fails to exercise any Renewal Option, then all subsequent Renewal Options shall automatically expire and be null and void.

4. USE.

Tenant may use the Premises for general office and any computer data center purpose or for any other lawful purpose provided, however, the Tenant shall not use the Premises in a manner which would (i) result in a diminution of more than a de minimis amount in the value of the Building, (ii) cause a nuisance or (iii) involve the production or the storage of Hazardous Materials (other than the storage of Hazardous Materials in connection with the operation and maintenance of the Premises as a data center and in compliance with Environmental Law). In no event shall the Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or of any amendment, extension, replacement, or restatement of any such Permitted Encumbrance permitted hereby, or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Premises. Notwithstanding anything to the contrary herein contained, in no event shall Tenant’s use of the Premises for general office and any computer data center purpose in violation of a Permitted Encumbrance (a “Planned Use Violation”) constitute a violation of this Section 4; provided, however, the foregoing shall in no way be construed as limiting or otherwise modifying Tenant’s obligations

10

hereunder to comply with applicable laws. Without limiting the generality of the foregoing, Tenant’s indemnity obligations under this Section 4 shall not apply to the extent the title insurance policy obtained by Landlord in connection with its purchase of the Premises (and the simultaneously issued Lender’s policy of title insurance) contains affirmative insurance against the applicable loss arising due to a violation of such Permitted Encumbrance or if such affirmative title insurance is subsequently provided to Landlord and Lender at Tenant’s cost with respect to such Permitted Encumbrance on terms and conditions reasonably satisfactory to Landlord. Subject to the preceding sentence, TENANT SHALL BE OBLIGATED TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, LENDER AND ALL OTHER INDEMNIFIED PARTIES, FROM ANY AND ALL LOSSES, LIABILITIES, PENALTIES, ACTIONS, SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS OR EXPENSES SUFFERED AS A RESULT OF THE VIOLATION OF ANY SUCH PERMITTED ENCUMBRANCE. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall, subject to the foregoing, observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord.

5. FIXED RENT.

(a) Commencing as of the Rent Commencement Date, Tenant shall pay Fixed Rent to Landlord, or Landlord’s designee as designated in a written notice to Tenant at such address as Landlord shall from time to time designate by written notice to Tenant. Except as hereinafter provided, the Fixed Rent shall be due and payable in the amounts set forth on Schedule 2 hereto for the respective periods shown on such Schedule 2. Fixed Rent shall be due and payable in advance on the first day of each month (or if such first day is not a business day, the first business day of each month), commencing on the Date of Rent Commencement, during the Term (each such date being referred to herein as a “Due Date”). Notwithstanding the foregoing, from the Date of Rent Commencement until Tenant is notified otherwise by Landlord and Lender, Fixed Rent shall be paid by wire transfer to the account specified in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.

(b) If the Lease Commencement Date or Rent Commencement Date shall be on any day other than the first day of a calendar month, then all amounts to be paid on such dates shall be prorated on a per diem basis.

(c) If any installment of Fixed Rent is not paid on the respective Due Date, Tenant shall pay Landlord interest on such overdue payment at the Lease Default Rate, accruing from the Due Date of such payment until the same is paid; provided, however, the foregoing obligation to pay the Default Rate shall not be required for the first late payment of Fixed Rent in any calendar year so long as such delay in payment does not continue for longer than a period of ten (10) days. All Fixed Rent and Additional Rent shall be payable in U.S. Dollars.

(d) Commencing as of the Lease Commencement Date, all taxes, costs, expenses, and other amounts which Tenant is required to pay pursuant to this Lease (other than Fixed Rent), together with every fine, penalty, interest and cost which may be added in accordance herewith for non-payment or late payment thereof shall constitute additional rent (“Additional Rent”). All Additional Rent due to Landlord (or its designee) shall be paid directly by Tenant within thirty (30) days after Landlord gives written notice that payment is due, unless otherwise provided in

11

this Lease, in which case, the Additional Rent shall be paid as otherwise so provided. Unless otherwise provided herein, Additional Rent payable by Tenant to a third (3^rd) party (i.e., utility charges, maintenance contracts, supply contracts, vendor contracts, etc.) shall be paid as and when the same shall be due and payable pursuant to Tenant’s agreement or other arrangement with the applicable third (3^rd) party. If Tenant shall fail to pay any such Additional Rent or any other sum due hereunder when the same shall become due (after the expiration of the applicable cure periods therefor), Landlord shall have all rights, powers and remedies with respect thereto as are provided herein or by Law in the case of non-payment of any Fixed Rent and shall, except as expressly provided herein, have the right (after the expiration of the applicable cure periods thereof), not sooner than ten (10) days after notice to Tenant (except in the event of an emergency, as reasonably determined by Landlord, in which case prior notice shall not be necessary) of its intent to do so, to pay the same on behalf of Tenant, and Tenant shall repay such amounts to Landlord on demand. Tenant shall pay to Landlord interest at the Lease Default Rate on all overdue Additional Rent and other sums due hereunder, in each case paid by Landlord or Lender on behalf of Tenant, from the date of payment by Landlord or Lender until repaid by Tenant.

6. NET LEASE; TRUE LEASE.

(a) The obligations of Tenant hereunder shall be separate and independent covenants and agreements. This is a net lease and Fixed Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly provided herein, without notice or demand, counterclaim, recoupment, abatement, suspension, reduction or defense.

(b) Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment.

(c) Tenant shall remain obligated under this Lease in accordance with its terms and shall not, except as otherwise expressly permitted by applicable Law, take any action to terminate, rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.

(d) As used herein, “Additional Rent” shall mean and refer to all costs and expenses (other than Fixed Rent that Tenant is required to pay hereunder. Tenant shall have an obligation to pay, and Additional Rent shall include, without limitation, all costs and expenses incurred in connection with performing its obligations under Section 9(a) hereof, as well as all charges for gas, electricity, light, heat, water, sewage, and power, for protective and security services, for telephone and other communications, and for all other public or private utility services, which shall be used, rendered or supplied upon or in connection with the Premises or any part thereof, at any time during the Term from and after the Lease Commencement Date.

7. CONDITION.

Tenant acknowledges that Tenant is fully familiar with the physical condition of the Premises and that, except as expressly provided herein, Landlord makes no representation or

12

warranty express or implied, with respect to the Premises and Tenant agrees that it takes the Premises “AS IS,” without any such representation or warranty, including, without limitation, any implied warranties.

8. LIENS.

Tenant shall remove and discharge (including, without limitation, by any statutory bonding procedure or any other bonding procedure reasonably satisfactory to Landlord which shall be sufficient to prevent any loss of the Landlord’s or Lender’s interest in the Premises) within thirty (30) days after obtaining knowledge thereof, any mortgage, lien, encumbrance or other charge on the Premises or the leasehold estate created hereby or any Fixed Rent or Additional Rent payable hereunder which arises for any reason, other than: the Landlord’s Mortgage (and any assignment of leases or rents collateral thereto); the Permitted Encumbrances; and any mortgage, lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (other than Tenant). Landlord shall not be liable for any labor, services or materials furnished to Tenant or to any party holding any portion of the Premises through or under Tenant.

9. REPAIRS AND MAINTENANCE.

(a) Except for the obligations of Landlord pursuant to Section 9(b) of this Lease and except as caused by the negligence or willful misconduct of Landlord or its agents, contractors, servants, invitees or employees or Landlord’s default hereunder, Tenant shall keep, maintain, and repair or cause to be repaired and maintained, at its sole cost and expense, the Premises, including, without limitation: HVAC, mechanical and electrical equipment and all systems in or serving the Premises, the Utility Infrastructure, the Critical Fixtures and Equipment, parking areas, sidewalks, roadways and landscaping, in good repair and condition and appearance, normal wear and tear excepted, and shall make all repairs and replacements which may be required to be made in order to keep and maintain the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, in as good repair and appearance as they were when originally delivered to Tenant, except for ordinary wear and tear and subject to the provisions of Section 13 and Section 14 hereof, and Tenant shall, in all events, make all repairs, replacements and perform maintenance and other work for which it is responsible hereunder, in a good, proper and workmanlike manner in accordance with customary standards for first-class data centers.

(b) Subject to the provisions of Section 13 and Section 14 hereof, Landlord shall make all necessary roof repairs and structural repairs to the Premises including those repairs and replacements necessary to keep the roof, exterior walls, foundation and structural frame of the Premises in good order and repair and perform such repairs in accordance with customary standards for first-class data centers. Landlord shall initiate all such repairs promptly and to remedy any condition requiring repair by Landlord with due diligence.

(c) If Tenant shall be in default under any of the provisions of this Section 9, Landlord may, after thirty (30) days written notice to Tenant and failure of Tenant to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the

13

event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. If an emergency exists, Landlord shall use reasonable efforts to notify Tenant of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Landlord or Tenant, as applicable, and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(d) If Landlord shall be in default under any of the provisions of this Section 9, Tenant may, after thirty (30) days written notice to Landlord and failure of Landlord to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Landlord. If an emergency exists, Tenant shall use reasonable efforts to notify Landlord of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Tenant and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute amounts payable by Landlord under this Lease and shall be paid by Landlord to Tenant on demand.

(e) Without limiting the generality of the foregoing, Tenant shall additionally perform, at its cost and expense, all maintenance, repair, and replacement obligations hereunder relating to any of the Building’s systems, the Building’s elevators, the Utility Infrastructure, or the Critical Fixtures and Equipment. In addition, in connection with Tenant’s maintenance, repair, and replacement obligations under this Lease, Tenant shall at its own cost and expense enter into regularly scheduled preventative maintenance service contracts, with vendors, approved by Landlord, in its reasonable discretion, for servicing all Building systems, Utility Infrastructure, elevators, and Critical Fixtures and Equipment. Tenant shall cause such maintenance contracts to designate Landlord a third (3^rd) party beneficiary, with the right to receive all notices delivered under such contracts, and the ability to exercise Tenant’s rights thereunder upon Tenant’s default under this Section 9 or upon Tenant’s default under an applicable maintenance contract.

(f) In the event of an emergency adversely affecting the structure of the Premises, Tenant shall make all reasonable efforts to inform Landlord of the emergency. If Tenant is unable to make contact with Landlord or Landlord does not, within a reasonable amount of time, take actions necessary to end such emergency, Tenant may take the minimum steps reasonably necessary to end the emergency at Landlord’s expense. All reasonable sums paid by Tenant in taking such actions as are permitted by the provisions of Section 9(f) above shall be paid by Landlord within thirty (30) days after receipt of Tenant’s demand therefor. After the emergency has ended, any repair required of Landlord under this Lease shall be made by Landlord in accordance with the terms of this Lease and any repair required of Tenant under this Lease shall be made by Tenant in accordance with the terms of this Lease.

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10. COMPLIANCE WITH LAWS.

(a) During the Term Tenant shall comply with all Laws and Legal Requirements relating to the Premises. As used herein, (i) the term “Laws” shall mean all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or the Premises or which are due to take effect after expiration of the Term), and (ii) the term “Legal Requirements” shall mean all Laws and Permitted Encumbrances applicable to Tenant, Landlord or to all or any part of or interest in the Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Premises. Notwithstanding the foregoing, Tenant shall not be required to make any alterations or improvements to the roof, exterior walls, foundation, or structural frame of the Premises in existence as of the date hereof (the “Base Premises”) in order to comply with Laws or Legal Requirements unless and to the extent the requirement that such alterations or improvements be made is triggered by any of the following (or, if such requirement results from the cumulative effect of any of the following when added to other acts, omissions, negligence or events: (i) the installation, use or operation of, after the Lease Commencement Date, the Utility Infrastructure, Critical Fixtures and Equipment, any alterations, or any of Tenant’s trade fixtures or personal property; (ii) the negligent acts or omissions of Tenant, or any of its servants, employees, contractors, agents or licensees; or (iii) the particular use or particular occupancy or manner of use or occupancy of the Premises by Tenant, or any of its servants, employees, contractors, agents or licensees.

(b) Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to protest or contest any applicable Law or Legal Requirement and compliance with the same provided that and so long as (i) the same is done by Tenant upon prior notice to Landlord, in accordance with applicable Law or Legal Requirement, at Tenant’s sole cost and expense and without cost or expense to Landlord, including, without limitation, any cost associated with a third party claim or assessment, and with due diligence and continuity so as to resolve such protest or contest promptly; (ii) neither the value of the Premises nor the land associated therewith nor any part thereof is or will be reduced by more than a de minimis amount as a result of such protest or contest; (iii) in any event, each such protest or contest shall be concluded and all costs, if any, paid prior to any date specified in a written contract for the transfer of the Premises to a third (3^rd) party of which Tenant has been provided notice and prior to the date the Premises or land associated therewith or any part thereof are listed for an in rem action with respect to the non-compliance with any applicable Law or Legal Requirement or non-payment of any costs related thereto or any writ or order is issued under which the Premises or any part thereof may be sold, forfeited or lost by reason of such non-compliance or non-payment; (iv) such protest or contest shall not subject Landlord to prosecution for a criminal offense or a claim for civil liability; and (v) no default shall have occurred and be continuing hereunder beyond any applicable notice and cure period. Pending the determination of any such protest or contest and provided all conditions set forth in the immediately preceding sentence are at all times satisfied, Tenant shall not be obligated to comply with the applicable Law or Legal Requirement which is being protested or contested in accordance with the immediately preceding sentence, if such non-compliance is permitted under applicable Law or Legal Requirement.

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11. ACCESS TO PREMISES.

Upon reasonable notice to Tenant, and during Tenant’s business hours, Landlord and their respective employees, contractors, agents and representatives may enter onto the Premises to (i) show the Premises to purchasers and potential purchasers, and to mortgagees and potential mortgagees, or (ii) for the purpose of inspecting the Premises or performing any work which Landlord is required or permitted to perform under this Lease; provided, that, for purposes of subpart (ii) of this sentence, Landlord shall not be required to give notice prior to entry onto the Premises during the continuance of an Event of Default (hereinafter defined) or in the event of an emergency situation. Upon reasonable notice to Tenant, during the last six (6) months of the then-current Term, unless Tenant shall have exercised the next Renewal Option, Landlord also may enter onto the Premises to show the Premises to persons wishing to rent the same, and place notices offering the Premises “For Rent” or “For Sale” on the front of the Building. However, Landlord shall not place any such notices on or in any door or show window of the Building. No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation. Notwithstanding the foregoing, Tenant may designate one or more areas as a secure area based on the sensitive nature of the activities conducted in such portion of the Premises, and Landlord shall have no right of access thereto without being accompanied by Tenant’s designated representative except in the case of emergencies.

12. WAIVER OF SUBROGATION.

(a) Landlord and Tenant shall, subject to Section 12(b) below, procure an appropriate clause in, or endorsement to, each of the property insurance policies required to be maintained by it hereunder, pursuant to which the insurance company waives subrogation or consents to waiver of its right of recovery against the other party (notwithstanding any negligence of the other party or its agents). If a party fails to obtain such clause or endorsement or waiver of subrogation or consent to a waiver of the right of recovery, such party hereby agrees, to the extent the following covenant does not adversely affect such party’s insurance coverage, not to make any claim against or seek to recover from the other for any loss or damage of any kind or nature, subject to Section 12(c) below, to the extent the applicable loss or damage is covered by insurance the injured party is required to maintain hereunder or to the extent the injured party otherwise receives insurance proceeds for such loss or damage. For the avoidance of doubt, the parties acknowledge and agree that the release, discharge and covenant not to sue herein contained shall be limited by the terms and provisions of any waiver of subrogation clause or endorsement, or any clause or endorsement consenting to a waiver of right of recovery, and shall be co-extensive therewith.

(b) If either party hereto shall not be able to obtain such clause which is acceptable to the other party or endorsement on a particular policy which is acceptable to the other party or if the inclusion of such clause or endorsement would result in an increase in premium, then that party shall so notify the other party hereto at least fifteen (15) days prior to the date the policy is to take effect. The other party shall be obligated to pay the amount of any increase in premium resulting from the inclusion of such clause or endorsement, unless such other party notifies the party obtaining the insurance, within twenty (20) days following notice of the amount of such increase, that such other party declines to pay such increase, in which event the party obtaining the insurance may omit such clause or endorsement. If a party shall fail to give notice either of

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inability to obtain such clause or endorsement or notice of an increase in premium, then that party shall be deemed to have waived its right of recovery from the other party with respect to any loss or damage insured against by the policy with respect to which notice was not given as provided above.

(c) Landlord and Tenant understand that waivers of subrogation do not apply to injury and death to individuals. Landlord and Tenant shall each carry insurance, as provided in Section 32 of this Lease, in connection with injury and death to individuals. Landlord hereby agrees to indemnify and hold harmless Tenant from any liability which Tenant may otherwise have with respect to injury or death to individuals occurring upon the Premises to the extent that such injury or death is caused by the negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Tenant Party”) and is not covered by the insurance Landlord is required to carry under this Lease. Likewise, Tenant agrees to defend and hold harmless Landlord from any liability for injury or death to persons occurring upon the Premises except to the extent such injuries or death are caused by negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Landlord Party”) and is not covered by the insurance Tenant is required to carry under this Lease.

13. DAMAGE; DESTRUCTION.

(a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below.

(b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant.

(c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the

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Then- Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

(d) Notwithstanding anything to the contrary contained herein, if at any time during the Term the Premises shall be damaged or destroyed to the extent that, in Landlord’s reasonable judgment, the Premises cannot be reconstructed within eighteen (18) months following the date such reconstruction is commenced, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by written notice to the other party in accordance with the provisions of this Section 13(d). Within forty-five (45) days after any damage or destruction described in this Section 13(d), Landlord shall either terminate this Lease or deliver notice to Tenant advising of Landlord’s election not to so terminate. If Tenant is so notified, but Landlord does not elect to terminate, Tenant may terminate this Lease as of the date of such damage or destruction by written notice to Landlord given within forty-five (45) days after receipt of Landlord’s notice. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13.

(e) [INTENTIONALLY OMITTED]

(f) If this Lease is terminated pursuant to this Sections 13, Landlord shall be entitled to retain any and all insurance proceeds arising out of the damage or destruction, except for any portion of the award specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures. Upon any termination, Tenant shall assign all of its rights to any insurance proceeds to which it is entitled (except any portion specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures) to Landlord and shall pay to Landlord the amount of any deductible under any insurance policy attributable to the casualty resulting in such termination.

(g) In the event of an insured casualty, the Fixed Rent during the period from the date of the damage or destruction until completion of Landlord’s restoration, repair, replacement or rebuilding shall be abated by an amount that is in the same ratio to the Fixed Rent as the rentable area of the Building rendered unusable for the permitted use hereunder bears to the total rentable area of the Building prior to the damage or destruction.

(h) Tenant hereby waives the provisions of Section 1932.2, and Section 1933.4, of the Civil Code of California, or any similar laws now or hereafter in effect, that would relieve the Tenant from any obligation to pay Rent under this Lease due to any damage or destruction. As used herein, “Rent” shall mean all Fixed Rent and Additional Rent due from Tenant hereunder.

14. CONDEMNATION.

(a) (i) if the entire Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof (any such event, a “Taking”) (ii) there is a Taking of

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less than the entire Premises and, as a result of such Taking, (A) (i) there remains no reasonable means of access to the Premises; or (ii) the remaining available parking is not sufficient to comply with Legal Requirements and Landlord fails to secure sufficient parking in the Premises to comply with Legal Requirements within a reasonable time period upon the occurrence of such noncompliance or (B) this Lease and all right, title and interest of Tenant hereunder shall cease and come to an end on the date of vesting of title pursuant to such Taking with respect to the Premises, and (iii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the date of such vesting.

(b) (i) if there is a Taking of less than the entire Premises or this Lease shall terminate as to the portion of the rentable area of the Premises so taken upon vesting of title pursuant to such Taking, and if, but only if, such Taking is so extensive that it renders the remaining rentable portion of the Premises unsuitable for the use being made of the Premises on the date immediately preceding such Taking, either Tenant or Landlord may terminate this Lease as to the remainder of the Premises by written notice to the other party not later than thirty (30) days after the date of such vesting, specifying as the date for termination a date not later than thirty (30) days after such notice. On the date specified in such notice; (i) the term of this Lease and all right, title and interest of Tenant hereunder shall cease, and (ii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the effective date of such termination.

(c) If there is a Taking of less than the entire Premises and the entire Lease is not terminated as provided in Section 14(b) above, this Lease shall terminate as to the rentable area of the Premises so taken upon vesting of title pursuant to such Taking. Upon such Taking, the Fixed Rent to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that the Fixed Rent to be paid by Tenant shall be in the ratio that the rentable area of the Building not so taken bears to the total rentable area of the Building prior to such Taking and Landlord shall use any available insurance proceeds to restore to the maximum extent reasonably feasible, the remaining portion of the Premises and Improvements to the condition of such Premises or Improvements immediately prior to such Taking. For purposes of this Section 14(c), the standard set forth in Section 13(b)(i)(a)-(c) above shall govern whether or not insurance proceeds are “available.” In addition, this provision shall not be construed as in any way requiring Landlord to repair or restore any trade fixtures, furnishings, equipment, or personal property of Tenant.

(d) If, during the twelve (12) months prior to the expiration of the Term, there is a Taking of any substantial portion of the rentable area of the Premises, both Landlord and Tenant shall have the option, exercisable by written notice to the other party given within thirty (30) days after such vesting of title, of terminating this Lease as of the date of vesting of title pursuant to the Taking.

(e) Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with any Taking, whether partial or total, and whether or not either Landlord or Tenant exercises any right it may have to terminate this Lease. Tenant shall have no claim against Landlord for any part of such sum paid by virtue of the Taking, whether or not attributable to the value of the unexpired term or this Lease. However, Tenant shall be entitled to petition the condemning authority for the following: (i) the then unamortized value of any alterations paid for by Tenant; (ii) the value of Tenant’s trade fixtures; and (iii) Tenant’s relocation costs.

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(f) Notwithstanding anything to the contrary contained in this Section 14, if there is a Taking of any part of the Premises during the Term which shall be temporary in nature, this Lease shall be and remain unaffected by such Taking and Tenant shall continue to pay in full all Fixed Rent and Additional Rent payable hereunder by Tenant during the Term. In such event, Tenant shall be entitled to receive that portion of any award which represents compensation for the use or occupancy of the Premises during the affected portion of the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. Notwithstanding the foregoing, if Landlord or Tenant determines in its reasonable judgment that any Taking of any part of the Premises which is reasonably anticipated to be temporary in nature shall continue until the end of the Term, either party may elect to terminate this Lease by written notice to the other party within thirty (30) days after Landlord has made such determination and delivered written notice thereof to Tenant, and Landlord shall be entitled to receive the entire award for the Taking, except for that portion which represents compensation for the use or occupancy of the Premises during the period of time prior to such termination.

(g) Tenant understands and agrees that the provisions of this Section 14 are intended to govern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, Tenant hereby waives any right to terminate this Lease in whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

15. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.

(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and

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Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.

(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.

(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.

(e) If Tenant is a partnership, limited liability company, or other entity, any transaction or series of transactions resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 15, (including all consent requirements). If Tenant is a corporation, any one or connected series of related stock transactions which would result in direct or indirect change in the control of Tenant or in the ownership by the stockholders or an affiliated group of stockholders of fifty-one percent (51%) or more of the outstanding stock as of

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the date of the execution and delivery of this Lease shall be considered a voluntary assignment of this Lease subject to the provisions of this Section 15 (including all consent requirements). Notwithstanding the foregoing, this paragraph shall not apply to corporations the stock of which is traded through an exchange or over the counter.

(f) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease, occupancy, or other license agreement of any portion of the Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

(g) Intentionally Omitted.

16. ALTERATIONS.

(a) Tenant may, but is not obligated to, make alterations, changes, additions, improvements, reconstructions or replacements of any part of the Building (“alterations”), other than those which would (i) result in a diminution of more than a de minimis amount in the value of the Building (or any part thereof); (ii) affect any structural components of the Premises; (iii) cause a reduction (other than temporary) in the functioning of the Utility Infrastructure, mechanical, electrical, life safety, elevator, plumbing, HVAC telecommunications, or other systems of the Premises; or (iv) be visible from the exterior of the Building (the alterations described in subsections (i) – (iv) shall be referred to collectively as, the “Restricted Alterations”). Tenant shall obtain the prior written consent of Landlord to any Restricted Alteration, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord.

(b) Tenant shall do all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days (by payment or by filing the necessary bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises and/or Landlord’s interest therein, arising out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the Premises. Notwithstanding the foregoing, all liens filed by a contractor, subcontractor, materialman or laborer of Landlord shall be the responsibility of Landlord, and Tenant shall have no responsibility for the discharge of the same.

(c) At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is permitted to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises as a data center by Tenant or otherwise have a material adverse effect on the ability to use the Premises as a data center by Tenant.

(d) Tenant agrees that in connection with any alteration (including any Restricted Alteration): (i) neither the fair market value of the Premises as a whole nor any of the Utility Infrastructure or the Critical Fixtures and Equipment may be materially lessened after the

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completion of any such alteration, nor may the structural integrity of the Premises be impaired; (ii) the alteration and any alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Building by more than ten percent (10%); (iii) all such alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iv) Tenant shall promptly pay all costs and expenses of any such alteration (except those subject to good faith challenge); (v) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (vi) all alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the alterations. Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with the review of any such plans and specifications, or which Landlord and Tenant agree merits supervision by Landlord.

17. SIGNS.

At Tenant’s sole cost, Tenant may install, replace, relocate and maintain and repair in and on the Building, such signs, awnings, lighting effects and fixtures as may be used from time to time by Tenant (collectively, “Signs”). At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for Tenant’s Signs. All Signs of Tenant shall comply with Laws and Legal Requirements.

18. PYLON SIGN.

If permitted by Laws and Legal Requirements, Tenant, at its sole cost, may: install, replace, relocate and maintain its Sign on any pylon sign structure located on the Premises; and, if no such pylon sign structure shall exist, construct its own pylon structure and install its Sign thereon. At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications) in obtaining any necessary permits, variances and consents for any pylon Sign and/or structure.

19. SURRENDER.

At the expiration or other termination of this Lease, Tenant shall surrender the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, including, without limitation, the Critical Fixtures and Equipment identified on Schedule 4 hereto, to Landlord in as good order and condition as they were at the commencement of the Term or may be put in thereafter in accordance with this Lease and reasonable wear and tear and damage to the Premises by casualty or condemnation of the Premises excepted. For the avoidance of doubt, the parties acknowledge and agree that all Utility Infrastructure and Critical Fixtures and Equipment shall remain upon and be surrendered with the Premises as a part thereof at the termination or other expiration of the Term. All alterations, except Tenant furniture, trade fixtures, satellite communications dish and equipment, computer and other similar moveable equipment brought onto the Premises after the Lease Commencement Date (“trade fixtures”), shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof expiration or other termination of the Term. Notwithstanding the foregoing, in the event Landlord provides Tenant notice, at the time Landlord approves a Restricted Alteration, that such alteration will be subject to removal upon the expiration or other

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termination of the Term, or, with respect to any other type of alteration, provides Tenant notice during the Term, that such alteration will be subject to removal upon the expiration or other termination of the Term, then Tenant shall remove, at its sole cost and expense, the applicable alteration(s), as directed by Landlord. At the expiration or other termination of the Term, Tenant shall additionally remove its trade fixtures and other personal property, as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by any of its removal work in connection with this Section 19. Alterations, trade fixtures and personal property of Tenant not so removed at the end of the Term or within thirty (30) days after the expiration or other termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such alterations and other property to be removed from the Premises. The reasonable cost of removing and disposing of any and all such alterations and property and repairing any damage to any of the Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any alterations or other property which becomes the property of Landlord as a result of such expiration or other termination. The provisions of this Section 19 shall survive the expiration or other termination of this Lease.

At any time during the Term, Tenant may remove the trade fixtures as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by such removal and restore the affected area of the Premises to the condition existing immediately prior to such removal.

20. SUBORDINATION OF LEASE.

(a) This Lease shall be subject and subordinate to any Mortgage and to all advances made upon the security thereof, provided that Lender shall execute and deliver to Tenant an agreement substantially in the form attached as Exhibit D hereto (“SNDA Agreement”), providing that Lender recognizes this Lease and agrees to not disturb Tenant’s possession of the Premises in the event of foreclosure if Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of an SNDA Agreement, to execute such SNDA Agreement and such further reasonable instrument(s) as may be necessary to so subordinate this Lease. The term “Mortgage” shall include any mortgages, deeds of trust or any other similar hypothecations on the Premises securing a Lender’s Loan, regardless of whether or not such Mortgage is recorded. For the avoidance of doubt, the parties acknowledge and agree that the term “Lender” shall refer to any current Lender and future Lender, and the term “Loan” shall refer to any current Loan and future Loan.

(b) Provided that Lender has entered into an SNDA Agreement, Tenant agrees to attorn, from time to time, to Lender, and to any purchaser of the Premises, for the remainder of the Term, provided that Lender or such purchaser shall then be entitled to possession of the Premises, subject to the provisions of this Lease. This subsection shall inure to the benefit of Lender or such purchaser, shall apply notwithstanding that, as a matter of Law, this Lease may terminate upon the foreclosure of the Mortgage (in which event the parties shall execute a new lease for the remainder of the Term containing the provisions of this Lease), shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Each such party shall however, upon demand of the other, execute instruments in confirmation of the foregoing provisions reasonably satisfactory to the requesting

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party acknowledging such subordination, non-disturbance and attornment and setting forth the terms and conditions hereof.

(c) Tenant hereby consents to any collateral assignment of this Lease by Landlord to or for the benefit of any Lender. Without limitation of the preceding sentence, Tenant hereby specifically consents to any Assignment of Lease and Rents executed by Landlord to and for the benefit of the Lender named herein.

21. LANDLORD DEFAULT.

Without limiting Tenant’s rights set forth elsewhere in this Lease, if Landlord shall fail to fulfill any covenant or provision of this Lease on its part to be performed and shall fail to remedy such failure within thirty (30) days after Tenant shall have given Landlord written notice of such failure (or, if such failure cannot reasonably be cured within such thirty (30)-day period, Landlord shall be permitted such longer period of time (not to exceed an additional ninety (90) days) as is reasonably necessary provided that Landlord shall have commenced a cure within such 30-day period and continues thereafter to diligently pursue such cure), then the same shall be an event of default and Landlord shall indemnify Tenant for all costs and expenses incurred to remedy such default. Tenant shall have all rights, powers and remedies available at law or equity, recognizing, however, that it is the parties’ intention and agreement that the covenants of Tenant hereunder (including those to pay Rent) are independent covenants.

22. UTILITIES.

Tenant agrees to timely pay for all utilities consumed by it in the Premises, prior to delinquency.

23. TENANT DEFAULT.

(a) Any of the following occurrences or acts shall constitute an “Event of Default” (herein so called) under this Lease: if (i) Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of ten (10) days after Landlord notifies Tenant in writing of such failure (each an “Installment Default Notice”); or if, within a twelve (12) month period following delivery of not less than two (2) Installment Default Notices by Landlord, Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of five (5) days or (ii) Tenant shall default in the payment when due of any installment of Additional Rent payable hereunder and such default shall continue for ten (10) days after notice of such default is sent to Tenant by Landlord (or Lender); or (iii) the failure by Tenant to maintain insurance as required under this Lease; or (iv) Tenant shall default in fulfilling any of the other covenants, agreements or obligations of this Lease, and such default shall continue for more than thirty (30) days after written notice thereof from Landlord (or Lender) specifying such default, provided, that if Tenant has commenced to cure a default described in subparagraph (iv) above within said thirty (30) days, and thereafter is in good faith diligently prosecuting same to completion and such default is of a nature such that it cannot be cured within such thirty (30) day period, said thirty (30) day period shall be extended, for a reasonable time (not to exceed an additional ninety (90) days) or, with respect to a breach of Tenant’s obligations under Section 40 of this Part II, such longer period as may reasonably be necessary to cure such default so long as

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(A) Tenant delivers to Landlord a certificate of a qualified environmental remediation specialist that such default could not be cured within such one hundred eighty (180) days but is curable, and (B) Tenant is in good faith diligently prosecuting such cure to completion) where, due to the nature of a default, it is unable to be completely cured within thirty (30) days; or (v) any execution or attachment shall be issued against Tenant or any of its property whereby the Premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant, and the same shall not be bonded, dismissed, or discharged as promptly as possible under the circumstances; or (vi) Tenant or Guarantor (A) shall make any assignment or other similar act for the benefit of creditors, (B) shall file a petition or take any other action seeking relief under any state or federal insolvency or bankruptcy Laws, or (C) shall have an involuntary petition or any other action filed against either of them under any state or federal insolvency or bankruptcy Laws which petition or other action is not vacated or dismissed within sixty (60) days after the commencement thereof; or (vii) the estate or interest of Tenant in the Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred and such process shall not be vacated or discharged within sixty (60) days after such levy or attachment; or (viii) the Guarantor’s guaranty of Tenant’s obligations under this Lease is terminated for any reason, or the Guarantor asserts in any pleading or judicial or administrative proceeding that such guaranty is void or unenforceable or that Guarantor is not liable thereunder; or (ix) any material representation or warranty made by Tenant or Guarantor to Landlord or the Lender herein or in any document delivered pursuant to this Lease is misleading or false in material respect when made, or (x) a default beyond applicable notice and cure periods shall occur in the fulfillment of any of the covenants, agreements or obligations of the tenant under any of the Related Leases and the premises demised thereby are then owned by the entity that is Landlord on the Lease Commencement Date or by one of its Affiliates.

(b) If an Event of Default shall have occurred and be continuing, Landlord shall be entitled to all remedies available at law or in equity. Without limiting the foregoing, Landlord shall have the right to give Tenant notice of Landlord’s termination of the Term of this Lease. Upon the giving of such notice, the Term of this Lease and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as hereinafter provided.

(c) If an Event of Default shall have occurred and be continuing, Landlord shall have the immediate right, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, to re-enter and repossess the Premises and the right to remove all persons and property therefrom by summary proceedings, ejectment, any other legal action or in any lawful manner Landlord determines to be necessary or desirable. Landlord shall be under no liability by reason of any such reentry, repossession or removal. No such re-entry, repossession or removal shall be construed as an election by Landlord to terminate this Lease unless a notice of such termination is given to Tenant pursuant to Section 23(b) of this Part II.

(d) At any time or from time to time after a re-entry, repossession or removal pursuant to Section 23(c) of this Part II, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, Landlord may (but, except to the extent expressly required by any applicable Law, shall be under no obligation to) relet the Premises for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions and for such uses as Landlord, in its absolute

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discretion, may determine. Landlord may collect any rents payable by reason of such reletting. Landlord shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting, provided, however, that Landlord agrees to use reasonable efforts to relet the Premises for such rent and upon such terms as are not unreasonable under the circumstances, and if the full rental provided herein plus the reasonable costs, expenses and damages hereafter described shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord, including, without limitation, deficiency in base rent and additional rent, reasonable attorney’s fees, brokerage fees, and the expenses of placing the Premises in rentable condition.

(e) No expiration or termination of the Term of this Lease pursuant to Section 23(b) of this Part II, by operation of law or otherwise, and no re-entry, repossession or removal pursuant to Section 23(c) of this Part II or otherwise, and no reletting of the Premises pursuant to Section 23(d) of this Part II or otherwise, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re-entry, repossession, removal or reletting.

(f) In the event of any expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord all Fixed Rent, Additional Rent and other sums required to be paid by Tenant, in each case together with interest thereon at the Lease Default Rate from the due date thereof to and including the date of such expiration, termination, re-entry, repossession or removal; and thereafter, Tenant shall, until the end of what would have been the Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal and whether or not the Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages: (i) all Fixed Rent, Additional Rent and other sums which would be payable under this Lease by Tenant in the absence of any such expiration, termination, re-entry, repossession or removal, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to Section 23(d) of this Part II, after deducting from such proceeds all reasonable expenses of Landlord in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses (including, without limitation, fees and expenses of appellate proceedings), alteration costs and expenses of preparation for such reletting. Tenant shall pay such liquidated and agreed current damages on the dates on which Fixed Rent would be payable under this Lease in the absence of such expiration, termination, re-entry, repossession or removal, and Landlord shall be entitled to recover the same from Tenant on each such date.

At any time after any such expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property thereon by reason of the occurrence of an Event of Default, whether or not Landlord shall have collected any liquidated and agreed current damages pursuant to Section 23(f) of this Part II, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default and in lieu of all liquidated and agreed current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the sum of (i) the excess, if any of (A) the aggregate of all Fixed Rent and Additional Rent which would be payable under this Lease, in each case from the date of such demand (or, if it be earlier, the date to which

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Tenant shall have satisfied in full its obligations under Section 23(f) of this Part II to pay liquidated and agreed current damages) for what would be the then-unexpired Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal, discounted at the rate equal to the then rate on U.S. Treasury obligations of comparable maturity to such Term (the “Treasury Rate”), but in no event greater than the non-default rate of interest for the Loan (such lower rate being referred to as the “Discount Rate”) over (B) the amount of such rental loss that Tenant proves could be reasonably avoided by commercially reasonable mitigation efforts by Landlord, discounted at the Discount Rate for the same period, plus (ii) all reasonable legal fees and other costs and expenses incurred by Landlord as a result of Tenant’s default under this Lease. If any Law shall limit the amount of liquidated final damages to less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such Law.

(g) Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy at law or in equity, including the right of injunction. Tenant waives any rights of redemption granted by any Laws if Tenant is evicted or dispossessed, for any cause, or if Landlord obtains possession of the Premises by reason of the violation by Tenant of any of the terms of this Lease. In addition, Tenant, on its own behalf and for its legal representatives, successors and assigns, and on behalf of all persons claiming through or under this Lease, together with creditors of all classes, and all other persons having an interest therein, does hereby waive, surrender and give up all right or privilege which it may or might have by reason of any present or future Law or decision, to redeem the Premises or have a continuance of this Lease for any part of the Term hereof after having been dispossessed or ejected therefrom by process of law or otherwise.

(h) In addition to the foregoing remedies set forth in this Section 23 and all other remedies available at law or in equity, and regardless of whether or not an Event of Default has occurred under this Lease, if Tenant has failed to perform any of its duties, obligations, covenants or agreements under this Lease, Landlord may give notice to Tenant that it has failed to perform any such duty, obligation, covenant or agreement (herein called a “Notice of Breach”) and may thereafter pursue any rights or remedies available to it at law or in equity including, without limitation, filing a suit for damages as a result of such breach or a suit for specific performance of any such duties, obligations, covenants or agreements. Any Notice of Breach delivered under this Section 23(h) or any such rights or remedies pursued by Landlord shall not be deemed to be a notice of default under any provision of this Section 23 and shall not result, with or without the passage of time, in an Event of Default existing under this Lease; provided, that the delivery of any such Notice of Breach shall not limit Landlord’s right (which right will not be exercised without the consent of Lender so long as the Premises are subject to a Mortgage which requires Lender’s consent for the exercise thereof) to subsequently deliver notice (with respect to the same event or condition which is the subject of such Notice of Breach or any other event or condition) which will declare or, with the passage of time, result in an Event of Default hereunder.

24. LANDLORD ASSIGNMENT OF WARRANTIES.

Landlord assigns to Tenant, without recourse or warranty whatsoever, all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder with respect to the Premises,

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including, but not limited to, any rights and remedies existing under contract or pursuant to the Uniform Commercial Code (collectively, the “guaranties”). Such assignment shall remain in effect during the Term. Landlord hereby agrees to execute and deliver at Tenant’s expense such further documents, including powers of attorney (which shall contain indemnity agreements from Tenant to Landlord which shall be in form reasonably satisfactory to Landlord), as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment of guaranties effected or intended to be effected by this Article. Upon the occurrence of a termination of this Lease, the guaranties shall automatically revert to Landlord.

25. RENT PAYMENTS.

If Landlord’s interest in this Lease shall pass to another, or if the Fixed Rent or Additional Rent hereunder shall be assigned, or if a party, other than Landlord, shall become entitled to collect the Fixed Rent or Additional Rent due hereunder, then notice thereof shall be given to Tenant and Guarantor by Landlord in writing, or, if Landlord is an individual and shall have died or become incapacitated, by Landlord’s legal representative, accompanied by due proof of the appointment of such legal representative; provided, that if Fixed Rent is then being paid to Lender, then notwithstanding such notice from Landlord, Tenant shall continue to pay Fixed Rent to Lender until it receives contrary notice from Lender. Until such notice and proof shall be received by Tenant, Tenant may continue to pay the rent due hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid, and each such payment shall fully discharge Tenant with respect to such payment.

Tenant shall not be obligated to recognize any agent for the collection of rent or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be given to Tenant by the one appointing such agent.

26. HOLDOVER.

If Tenant shall hold over after the expiration date of the Term, or if Tenant shall hold over after the date specified in any termination notice given by Tenant under Section 13(d) or 14(b) of this Part II, then, in either such event, Tenant shall be a month-to-month Tenant on the same terms as herein provided, except that the monthly Fixed Rent will be 1.25 times the average monthly Fixed Rent payable by Tenant during the Initial Term or, if applicable, during the Extension Period immediately preceding such holdover period.

27. NOTICES.

Whenever, pursuant to this Lease, notice or demand shall or may be given to either of the parties (including Lender) by the other, and whenever either of the parties shall desire to give to the other any notice or demand with respect to this Lease or the Premises, each such notice or demand shall be in writing, and any Laws to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served as follows: by mailing the same to the other party by registered or certified mail, return receipt requested, or by delivery by nationally recognized overnight courier service provided a receipt is required, at its Notice Address set forth in Part I hereof, or at such other address as either party may from time to time designate by notice given to the other. The date of receipt of the notice or demand shall be deemed the date of

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the service thereof (unless delivery of the notice or demand is refused or rejected, in which case the date of such refusal or rejection shall be deemed the date of service thereof).

28. INDEMNITY.

(a) Tenant covenants and agrees to indemnify Landlord, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from, and defend same against any and all claims, losses, costs, damages, expenses, or liabilities (collectively, “Claims”), including, without limitation, reasonable attorneys’ fees and costs of defense, to the extent arising in connection with (i) any injury or damage to any person or property occurring on or about the Premises, (ii) any default by Tenant hereunder, (iii) any Planned Use Violation, or (iv) any negligence or willful misconduct of Tenant or its subtenants or agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Tenant; excluding, however, in each subparagraph (i)-(iv) above, any Claims to the extent caused by the negligence or willful misconduct of Landlord or its servants, employees, contractors or agents or any breach by Landlord of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(b) Landlord covenants and agrees to indemnify and hold harmless Tenant, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from and defend same against any and all Claims, including, without limitation, reasonable attorneys’ fees and costs to the extent arising in connection with (i) any breach by Landlord hereunder, or (ii) any negligence or willful misconduct of Landlord or its agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Landlord; excluding, however, in each subparagraph (i)-(ii) above, any Claims to the extent caused by the negligence or willful misconduct of Tenant or its servants, employees, contractors or agents or any breach by Tenant of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(c) Tenant shall pay to Landlord as Additional Rent and Landlord shall pay to Tenant, within thirty (30) days after submission by either party to the other of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 28.

29. TENANT TO COMPLY WITH MATTERS OF RECORD.

Tenant agrees to perform all obligations of Landlord and pay all expenses which Landlord or Tenant may be required to pay in accordance with, and to comply and cause the Premises to comply in all respects with all of the terms and conditions of, any reciprocal easement agreement or any other agreement or document of record now affecting the Premises (including, without limitation, those matters described on Exhibit B hereto) or hereafter executed with Tenant’s written consent (herein referred to collectively as the “Matters of Record”) during the Term.

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30. OBLIGATIONS TO MODIFY EASEMENTS.

Landlord agrees, and its Lender, by accepting an assignment of this Lease, agrees, that if no Event of Default shall have occurred and be continuing, then upon request by Tenant (and only after all documentation required by Landlord to consummate the relevant transaction shall have been provided to Landlord), (i) to enter into or modify with Tenant, at Tenant’s expense, such easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as Tenant may desire for the operation of the Premises (collectively, “Easements”) or (ii) to dedicate or transfer, at Tenant’s expense, minor non-essential unimproved portions of the Premises for road, highway or other public purposes to the extent such dedications or transfers are consistent with commercially reasonable development of the Premises (the “Dedications”); provided, that Landlord and Lender shall be obligated to take any such action only if (a) any such Easements or Dedications do not adversely affect the value of the Premises (or do not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Easements or Dedications) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property, (b) any such Easements or Dedications do not materially impair Tenant’s use or operation of the Premises and is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises, (c) Tenant advises Landlord of the amount of the consideration, if any, being paid for such Easements or Dedications and that Tenant considers the consideration, if any, being paid for such Easements or Dedications to be fair and adequate, (d) for so long as this Lease is in effect, Tenant will perform all obligations, if any, of Landlord under the applicable instrument and Tenant will remain obligated under this Lease in accordance with its terms, and (e) Tenant pays all out-of-pocket costs and expenses incurred by Landlord and Lender, including, without limitation, title bring-down and insurance costs, in connection with said Easements or Dedications including, without limitation, reasonable attorneys’ fees, all of which (items (a) - (e) above) Tenant shall certify to Lender and Landlord in writing (in the form of Schedule 3 to this Lease) at the time the request is made for such Easements or Dedications. Tenant’s request shall also include (i) the authorized undertaking of Tenant and Guarantor, in form and substance reasonably satisfactory to Landlord, to the effect that Tenant and Guarantor will remain obligated hereunder and under the Guarantor’s guaranty of this Lease to the same extent as if such Easements or Dedications had not been made, (ii) confirmation of the lien priority of the Mortgage and such instruments, certificates, surveys, title insurance policy endorsements and opinions of counsel reasonably acceptable to Landlord or its Lender as Landlord or its Lender may reasonably request, and (iii) a letter from a qualified appraiser reasonably acceptable to Landlord and Lender addressed to Landlord and its Lender establishing that the requirement of subpart (a) of the first sentence of this Section 30 has been satisfied, and that the Easements or Dedications are not estimated to reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord therefor.

31. TAXES.

(a) Subject to the provisions hereof relating to contests, Tenant shall pay and discharge, before any interest or penalties are due thereon, all of the following taxes, charges, assessments, levies and other items (collectively, “tax” or “taxes”), even if unforeseen or extraordinary, which are imposed or assessed prior to the Lease Commencement Date or on or subsequent to the Lease Commencement Date during the Term, regardless of whether payment

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thereof is due prior to, during or after the Term: all taxes of every kind and nature (including, without limitation, real, ad valorem and personal property), on or with respect to the Premises (including, without limitation, any taxes assessed against Landlord’s reversionary estate in the Premises or in connection with the Utility Infrastructure or Critical Fixtures and Equipment), the Fixed Rent or Additional Rent payable hereunder, this Lease or the leasehold estate created hereby; all charges and/or assessments for any easement or agreement maintained for the benefit of the Premises; and all general and special assessments, levies, water and sewer assessments and other utility charges, use charges and rents and all other public charges and/or taxes whether of a like or different nature. Landlord shall promptly deliver to Tenant any bill or invoice Landlord receives with respect to any tax; provided, that the Landlord’s failure to deliver any such bill or invoice shall not limit Tenant’s obligation to pay such tax. Landlord agrees to cooperate with Tenant to enable Tenant to receive tax bills directly from the respective taxing authorities. Nothing herein shall obligate Tenant to pay, and the term “taxes” shall exclude (unless the taxes referred to in clauses (i) and (ii) below are in lieu of or a substitute for any other tax or assessment upon or with respect to any of the Premises which, if such other tax or assessment were in effect on the Lease Commencement Date, would be payable by Tenant hereunder or by Law), federal, state or local (i) franchise, capital stock or similar taxes, if any, of Landlord, (ii) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by Landlord’s net income, (iii) any estate, inheritance, succession, gift, capital levy or similar taxes of Landlord, (iv) taxes imposed upon Landlord under Section 59A of the Internal Revenue Code of 1986, as amended, or any similar state, local, foreign or successor provision, (v) any amounts paid by Landlord pursuant to the Federal Insurance Contribution Act (commonly referred to as FICA), the Federal Unemployment Tax Act (commonly referred to as FUTA), or any analogous state unemployment tax act, or any other payroll related taxes, including, but not limited to, any required withholdings relating to wages, (vi) except as otherwise provided in Section 14(d) of this Part II, any taxes in connection with the transfer or other disposition of any interest, other than Tenant’s (or any person claiming under Tenant), in the Premises or this Lease, to any person or entity, including, but not limited to, any transfer, capital gains, sales, gross receipts, value added, income, stamp, real property gains or withholding tax, and (vii) any interest, penalties, professional fees or other charges relating to any item listed in clauses (i) through (vi) above; provided, further, that Tenant is not responsible for making any additional payments in excess of amounts which would have otherwise been due, as tax or otherwise, but for a withholding requirement which relates to the particular payment and such withholding is in respect to or in lieu of a tax which Tenant is not obligated to pay; and provided, further, that if at any time during the Term of this Lease, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a tax upon the value of the Premises or any present or future improvement or improvements on the Premises, including any tax which uses rents received from Tenant as a means to derive value of the property subject to such tax, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant, but only to the extent that such levies or taxes would be payable if the Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided. In the event that any assessment against the Premises is payable in installments, Tenant may pay such assessment in installments; and in such event, Tenant shall be liable only for those installments which become due and payable prior to or during the Term, or which are appropriately allocated to the Term even if due and payable after the Term. Tenant shall deliver, or cause to be delivered, to Landlord, promptly upon Landlord’s written request, evidence satisfactory to

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Landlord that the taxes required to be paid pursuant to this Section 31 have been so paid and are not then delinquent.

(b) After prior written notice to Landlord, at Tenant’s sole cost, Tenant may contest (including seeking an abatement or reduction of) in good faith any taxes agreed to be paid hereunder; provided, that (i) Tenant first shall satisfy any Legal Requirements, including, if required, that the taxes be paid in full before being contested, (ii) no Event of Default has occurred and is continuing, and (iii) failing to pay such taxes will not subject Landlord or Lender to criminal penalties or fines or to prosecution for a crime, or result in the sale, forfeiture or loss of any portion of the Premises, the Fixed Rent or any Additional Rent. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and shall indemnify, defend and hold Landlord and Lender and all other Indemnified Parties harmless against any and all losses, judgments, decrees and costs (including, without limitation, all reasonable attorneys’ fees and expenses) in connection with any such contest and shall promptly, after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. At Tenant’s sole cost, Landlord shall assist Tenant as reasonably necessary with respect to any such contest, including joining in and signing applications or pleadings. Any rebate applicable to any portion of the Term shall belong to Tenant.

(c) In the event a refund of Taxes is obtained and actually paid to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any unrecouped, out-of-pocket expenses or losses in connection with obtaining such refund) to the next installment(s) of Fixed Rent. If such refund is received after the end of the Term and relates to periods during the Term, Landlord shall remit such refund to Tenant within thirty (30) days after receipt. This provision shall survive the expiration or other termination of this Lease.

32. INSURANCE.

(a) Landlord shall maintain, at Tenant’s cost and expense, with all premiums therefor and deductibles due in connection therewith constituting Additional Rent, All-Risk insurance for the Premises in an amount equal to no less than one hundred percent (100%) of the replacement value of the Building, all of Tenant’s alterations and improvements of which Landlord has notice, and Landlord’s personal property including its furniture, fixtures and equipment, which shall also include loss of rent coverage (also known as rental income coverage, earthquake coverage, flood coverage and shall be subject to commercially reasonable deductibles, in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by “All Risk” policies carried by landlords of comparable buildings in the vicinity of the Building. Landlord shall also obtain and keep in full force, at Tenant’s cost and expense, a policy of commercial general liability in amounts and with deductibles comparable to the insurance being carried by landlords of other comparable quality buildings in the vicinity of the Building. Landlord may obtain, but shall have no obligation to do so, at Landlord’s cost and expense, environmental insurance sufficient to cover Environmental Claims for pre-existing conditions in the Premises prior to the Lease Commencement Date.

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(b) Tenant also shall maintain General Liability coverage (including but not limited to personal injury, broad form contractual liability, owner’s (i.e., Tenant’s) contractors, protective and broad form property damage). The minimum limits of liability shall be a combined single limit with respect to each occurrence of not less than [***]. The policy shall be primary coverage for Tenant and Landlord for any liability arising out of Tenant’s and Tenant’s employees’ use, occupancy or maintenance of the Premises and all areas appurtenant thereto. The policy shall contain a severability of interest clause. Not more frequently than once in any three (3) year period, if, in the opinion of the insurance consultant retained by Landlord, at Landlord’s sole cost and expense, the amount of public liability and property damage insurance coverage at the time is not substantially equivalent to that customarily carried by landlords of comparable buildings in the vicinity of the Building, Tenant shall increase the insurance coverage as reasonably required by Landlord’s insurance consultant; provided however, that in no event shall any such insurance coverage be increased in excess of that which is from time to time being required by comparable landlords of comparable tenants leasing comparable amounts of space in other comparable buildings in the vicinity of the Building.

(c) At all times when any construction is in progress, Tenant shall maintain or cause to be maintained by its contractors and subcontractors with such companies reasonably approved by Landlord, builder’s risk insurance, completed value form, covering all physical loss, in an amount reasonably satisfactory to Landlord.

(d) Any insurance maintained by Tenant pursuant to this Section 32 shall name Landlord as additional insured parties and/or as loss payees, as appropriate.

(e) [INTENTIONALLY OMITTED]

(f) Tenant may carry such All-Risk Property Insurance on their own personal property and General Liability insurance by way of a Package and Umbrella Policy, or any equivalent thereof.

(g) Tenant may carry leased General Liability insurance covering the Premises and other locations of Tenant and/or of Tenant’s affiliates and Tenant may maintain the required limits in the form of excess and/or umbrella policies, provided that the other requirements set forth herein have been satisfied.

(h) Tenant at its cost shall maintain on all of its personal property in, on, or about the Premises, an “All Risk” property policy including coverage for earthquake and sprinkler leakage and containing an agreed amount endorsement in an amount not less than one hundred percent (100%) of the full replacement cost valuation.

(i) Tenant shall maintain Workers’ Compensation insurance as required by law [and Employer’s Liability insurance in an amount not less than [***].]

(j) All insurance coverage required to be carried hereunder shall be carried with insurance companies licensed to do business in the state in which the Premises is located and which have a claims paying ability rating of “A” or better by S&P and a rating of “A2” or better by Moody’s, and shall require the insured’s insurance carrier to

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notify the Landlord and Lender at least thirty (30) days prior to any cancellation of such insurance. Notwithstanding the foregoing, Tenant may carry insurance with companies which are affiliated with Tenant (and do not meet the requirements herein) provided such insurance provided by such companies shall not exceed the deductible or self insurance limitations herein. The insurance policies shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. If said insurance or part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord and Lender. All insurance required to be carried by Tenant hereunder shall be primarily in respect of the acts of Tenant and all liability insurance required to be maintained by Landlord shall be primary in respect of the acts of Landlord.

(k) During such time as (i) the tangible net worth of Guarantor, as determined in accordance with generally accepted accounting principles consistently applied, shall be not less than the product of (A) [***] times (B) the CPI Factor, and (ii) Guarantor’s long-term unsecured debt is rated at least “A-“ by S&P and “A2 “ by Moody’s, Tenant may self-insure the coverage referred to in this Section 32, provided that such self insurance program does not violate any Laws. Tenant shall provide Landlord with annual certificates indicating its decision to self-insure hereunder.

(l) Each insurance policy referred to above to the extent applicable, contains standard non-contributory mortgagee clauses in favor of Lender and shall provide that it may not be canceled except after thirty (30) days prior notice to Landlord.

(m) Tenant shall pay all premiums for the insurance required by this Section 32 as they become due, and shall renew or replace each policy, and shall deliver to Landlord and Lender a certificate or other evidence of the then existing policy and each renewal or replacement policy, not less than fifteen (15) days prior to the expiration of such policy (together with a certificate of a responsible officer of Tenant or Guarantor that the insurance maintained by Tenant with respect to the Premises is in compliance with the requirements of this Section 32 of Part II of this Lease). In the event of Tenant’s failure to comply with any of the foregoing requirements, Landlord shall be entitled to procure such insurance. Any sums so expended by Landlord, together with interest thereon from the date paid at the Lease Default Rate, shall be Additional Rent and shall be repaid by Tenant to Landlord, if accompanied by an invoice or other supporting documentation, within five days of receipt of written demand therefor by Landlord.

33. LANDLORD EXCULPATION.

Anything contained herein to the contrary notwithstanding, any claim based upon liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Premises and shall not be enforced against the Landlord individually or personally other than with respect to fraud or the misappropriation of insurance or condemnation proceeds. In no event shall any partner, shareholder, trustee, manager, member, beneficial owner, officer, director or other owner or agent of Landlord have any liability under this Lease.

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34. LANDLORD’S TITLE.

The Premises are demised and let subject to the Permitted Encumbrances without representation or warranty by Landlord, except as herein expressly provided. The recital of the Permitted Encumbrances herein shall not be construed as a revival of any Permitted Encumbrance which has expired.

35. QUIET ENJOYMENT.

Landlord warrants and agrees that Tenant, on paying the Fixed Rent, Additional Rent and other charges due hereunder and performing all of Tenant’s other obligations pursuant to this Lease, shall and may peaceably and quietly have, hold, and enjoy the Premises for the full Term, free from molestation, eviction, or disturbance by Landlord or by any other person(s) lawfully claiming by, through or under Landlord, subject, however, to the Permitted Encumbrances. Any failure by Landlord to comply with the foregoing warranty shall not give Tenant any right to cancel or terminate this Lease, or to abate, reduce or make deduction from or offset against any Fixed Rent, Additional Rent or other sum payable under this Lease, or to fail to perform or observe any other covenant, agreement or obligation hereunder.

36. [INTENTIONALLY OMITTED]

37. BROKER.

Landlord and Tenant each represent and warrant that it has had no dealings or conversations with any real estate broker in connection with the negotiation and execution of this Lease. LANDLORD AND TENANT EACH AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER AGAINST ALL LIABILITIES ARISING FROM ANY CLAIM OF ANY REAL ESTATE BROKERS, INCLUDING COST OF REASONABLE COUNSEL FEES, RESULTING FROM THEIR RESPECTIVE ACTS. IN THE EVENT OF ANY BREACH OF LANDLORD’S REPRESENTATIONS UNDER THIS SECTION 37 OR ANY CLAIM BY TENANT AGAINST LANDLORD FOR ANY INDEMNITY UNDER THIS SECTION 37, TENANT SHALL HAVE NO RIGHT TO ABATE OR DEFER ANY PAYMENT OF ANY FIXED RENT, ADDITIONAL RENT AND/OR OTHER AMOUNTS DUE UNDER THIS LEASE, OR TO EXERCISE ANY RIGHTS OF OFFSET WITH RESPECT THERETO, AND TENANT HEREBY EXPRESSLY WAIVES ANY SUCH RIGHTS THAT MAY EXIST AT LAW, IN EQUITY OR OTHERWISE.

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38. TRANSFER OF TITLE.

In the event that at any time Landlord shall sell or transfer the Premises, provided the purchaser or transferee expressly assumes in writing the obligations of Landlord hereunder, the Landlord named herein shall not be liable to Tenant for any obligations or liabilities based on or arising out of events or conditions occurring on or after the date of such sale or transfer. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease.

39. NO CONTINUOUS OPERATION.

Anything in this Lease, express or implied, to the contrary notwithstanding, Landlord agrees that Tenant shall be under no duty or obligation, either express or implied, to continuously conduct its business in the Premises at any time during the Term.

40. HAZARDOUS MATERIALS.

(a) For the purposes hereof, the term “Hazardous Materials” shall include, without limitation, any material, waste or substance which is (i) included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “hazardous wastes” in or pursuant to any Laws, or subject to regulation under any Law; (ii) listed in the United States Department of Transportation Optional Hazardous Materials Table, 49 C.F.R. Section 172.101, as enacted as of the date hereof or as hereafter amended, or in the United States Environmental Protection Agency List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as enacted as of the date hereof or as hereafter amended; or (iii) explosive, radioactive, asbestos, a polychlorinated biphenyl, petroleum or a petroleum product or waste oil. The term “Environmental Laws” shall include all Laws applicable to the Premises pertaining to health, industrial hygiene, Hazardous Materials or the environment, including, but not limited to each of the following, as enacted as of the date hereof or as hereafter amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act), 33 U.S.C. §1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq.

(b) Landlord represents and warrants to Tenant that, except as disclosed in the environmental reports listed on Exhibit E hereto, (i) neither the Premises, nor any portion thereof, has been used, to the best of Landlord’s knowledge, by any prior owner for the generation, manufacture, storage, handling, transfer, treatment, recycling, transportation, processing, production, refinement or disposal (each, a “Regulated Activity”) of any Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws); and (ii) to the best of Landlord’s knowledge, there are no Hazardous Materials present on, in or under the Premises or any portion thereof (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws). Tenant covenants that it: (i) will comply, and will cause the Premises to comply, with all Environmental Laws, (ii) will not use, and shall prohibit the use of the Premises for Regulated Activities or for the storage, handling or disposal of Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with

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Environmental Laws), (iii) (A) will not install or permit the installation on the Premises of any underground storage tanks or surface impoundments (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), and (B) with respect to any petroleum contamination on the Premises which originates from a source off the Premises, Tenant shall notify all responsible third parties and appropriate government agencies (collectively, “Third Parties”) and shall prosecute the cleanup of the Premises by such Third Parties, including, without limitation, undertaking legal action, if necessary, to enforce the cleanup obligations of such Third Parties and, to the extent not done so by such Third Parties and to the extent technically feasible and commercially practicable, Tenant shall remediate such petroleum contamination), and (iv) shall cause any alterations of the Premises to be done in a way which complies with applicable Environmental Laws, including Environmental Laws relating to exposure of persons working on or visiting the Premises to Hazardous Materials. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials generated, stored or disposed of by Tenant during the Term and free of all Environmental Default by Tenant.

(c) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents) in or about the Premises or otherwise during the Term (unless caused by Landlord or a Landlord Party). In addition, Tenant shall give Landlord immediate verbal and follow-up written notice of any actual or threatened Environmental Default of which Tenant has, or reasonably should have, knowledge, which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the reasonable satisfaction of Landlord and (unless Environmental Laws or a governmental authority require otherwise) only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. An “Environmental Default” means any of the following, to the extent occurring during the Term, by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents): a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises (or any part thereof); an environmental condition requiring for which a responsive action is required by a governmental authority or under Environmental Law; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to promptly address same to Landlord’s reasonable satisfaction, to perform, at Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, and Landlord determines that Tenant has committed an Environmental Default relating to such conjectured pending or threatened Environmental Default that continues, then Tenant shall pay the reasonable costs therefore as Additional Rent.

(d) To the extent that Tenant or Landlord has knowledge thereof, they shall promptly provide notice to the other party hereto of any of the following matters which are not specified in the Environmental Reports described on Exhibit E hereto:

(i) any proceeding or investigation commenced or threatened by any governmental authority with respect to the presence of any Hazardous Material affecting the Premises;

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(ii) any proceeding or investigation commenced or threatened by any governmental authority, against Tenant or Landlord, with respect to the presence, suspected presence, release or threatened release of Hazardous Materials from any property owned by Landlord;

(iii) all written notices of any pending or threatened investigation or claims made or any lawsuit or other legal action or proceeding brought by any person against (A) Tenant or Landlord or the Premises, or (B) any other party occupying the Premises or any portion thereof, in any such case relating to any loss or injury allegedly resulting from any Hazardous Material or relating to any violation or alleged violation of Environmental Laws;

(iv) the discovery of any occurrence or condition on the Premises, of which Tenant or Landlord as applicable, becomes aware and which is not corrected within ten (10) days, or written notice received by Tenant of an occurrence or condition on any real property adjoining or in the vicinity of the Premises, which reasonably could be expected to lead to the Premises or any portion thereof being in violation of any Environmental Laws or subject to any restriction on ownership, occupancy, transferability or use under any Environmental Laws or which might subject Tenant, Landlord or Lender to any Environmental Claim. “Environmental Claim” means any claim, action, investigation or written notice by any person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (A) the presence, or release into the environment, of any Hazardous Materials at the Premises, or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; and

(v) the commencement and completion of any Remedial Work.

(e) Landlord shall indemnify and hold Tenant, its employees and agents harmless from and against any Environmental Claim based on or arising out of the presence or removal of, or failure to remove Hazardous Materials generated, used, released, stored or disposed of in or about the Premises prior to the Lease Commencement Date or otherwise prior to the Lease Commencement Date, unless such damage, injury, loss, liability, charge, demand or claim suffered by Tenant is covered by any environmental or pollution control insurance carried by Landlord in connection with Section 32(a) above. In the event Tenant shall make a demand upon Landlord’s carrier of the aforesaid insurance (the “Carrier”) and the Carrier shall deny such claim, Tenant shall commence and diligently prosecute a lawsuit in the appropriate court to enforce such claim. In the event such court does not enter a judgment awarding Tenant the amounts due under such policy, provided Tenant diligently prosecuted the applicable suit as required above, Tenant may seek recovery from Landlord pursuant to Landlord’s indemnity obligations under this Section 40(e). In such a case, at Landlord’s request, Tenant shall assign all of its rights of, in, to, and in connection with said claim and shall provide reasonable cooperation to Landlord in connection with any prosecution of such claim.

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(f) Upon Landlord’s reasonable request, at any time after the occurrence and during the continuation of an Event of Default hereunder or at such other time as Landlord has reasonable grounds to believe that Hazardous Materials (except to the extent those substances are permitted to be used by Tenant under Section 40(b) of this Part II are or have been released, stored or disposed of on or around the Premises or that the Premises may be in violation of Environmental Laws, Tenant shall provide, at Tenant’s sole cost and expense, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Landlord and Lender indicating the presence or absence of the reasonably suspected Hazardous Materials on the Premises the presence or absence of friable asbestos or substances containing asbestos on the Premises, as the case may be. If Tenant fails to provide such inspection or audit within thirty (30) days after such request, Landlord may order the same, and Tenant hereby grants to Landlord and Lender and their respective employees, contractors and agents access to the Premises upon reasonable notice and a license to undertake such inspection or audit. The cost of such inspection or audit, together with interest thereon at the Lease Default Rate from the date Tenant is provided with written confirmation of costs incurred by Landlord until actually paid by Tenant, shall be immediately paid by Tenant on demand.

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(g) Without limiting the foregoing, where recommended by any environmental assessment prepared for the Premises conducted after the date hereof and not relating to a conditioned existing at the date hereof, Tenant shall establish and comply with an operations and maintenance program relative to the Premises, in form and substance reasonably acceptable to Landlord, prepared by an environmental consultant reasonably acceptable to Landlord, which program shall address any Hazardous Materials (including, without limitation, asbestos containing material or lead based paint) that may now or in the future be detected on the Premises. Without limiting the generality of the preceding sentence, Landlord may reasonably require (i) periodic notices or reports to Landlord and Lender in form, substance and at such intervals as Landlord may reasonably specify to address matters raised in any such applicable environmental assessments, (ii) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters, (iii) at Tenant’s sole cost and expense, supplemental examination of the Premises by consultants reasonably acceptable to Landlord to address matters raised in any such applicable environmental assessments, (iv) access to the Premises upon reasonable notice, by Landlord or Lender, and their respective agents or servicer, to review and assess the environmental condition of the Premises and Tenant’s compliance with any operations and maintenance program, and (v) variation of the operation and maintenance program in response to the reports provided by any such consultants.

(h) The indemnity obligations and the rights and remedies of the parties under this Section 40 shall survive the termination of this Lease.

41. WAIVER OF LANDLORD’S LIEN.

Landlord hereby waives any right to distrain trade fixtures, inventory and other personal property of Tenant and any landlord’s lien or similar lien upon trade fixtures, inventory and any other personal property of Tenant regardless of whether such lien is created or otherwise. At the request of Tenant, Landlord shall execute a waiver of any landlord’s or similar lien for the benefit of any holder of a security interest in or lessor of any trade fixtures, inventory or any other personal property of Tenant. Landlord agrees to acknowledge (in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that trade fixtures owned by Tenant are Tenant’s property and not part of the Building (regardless of whether or to what extent trade fixtures and/or other personal property are affixed to the Building) or otherwise subject to the terms of this Lease.

42. ESTOPPEL CERTIFICATE.

Landlord and Tenant agree to deliver to each other, from time to time as reasonably requested in writing, and within a reasonable period of time after receipt of such request, an estoppel certificate, addressed to such persons as the requesting party may reasonably request, certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), the dates to which any Fixed Rent due hereunder has been paid in advance, if any, and that to the knowledge of the signer of such certificate, no default hereunder by either Landlord or Tenant exists hereunder (or specifying each such default to which this signer may have knowledge), together with such other information as Landlord or Tenant may reasonably require with respect to the status of this Lease and Tenant’s use and occupancy of the Premises.

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43. NOTICE OF LEASE.

Upon the request of either party hereto, Landlord and Tenant agree to execute a short form Notice of Lease or Memorandum of Lease in recordable form, setting forth information regarding this Lease, including, without limitation, if available, the dates of commencement and expiration of the Term.

44. MISCELLANEOUS.

(a) This Lease shall be governed and construed in accordance with the Laws of the state in which the Premises is located.

(b) The headings of the Sections of Part I and Part II, are for convenient reference only, and are not to be construed as part of this Lease.

(c) The language of this Lease shall be construed according to its plain meaning, and not strictly for or against Landlord or Tenant; and the construction of this Lease and of any of its provisions shall be unaffected by any argument or claim that this Lease has been prepared, wholly or in substantial part, by or on behalf of Tenant or Landlord.

(d) Landlord and Tenant each warrant and represent to the other, that each has full right to enter into this Lease and that there are no impediments, contractual or otherwise, to full performance hereunder.

(e) This Lease shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of Landlord and the successors and assigns of Tenant.

(f) In the event of any suit, action, or other proceeding at law or in equity, by either party hereto against the other, by reason of any matter arising out of this Lease, the prevailing party shall recover, not only its legal costs, but also reasonable attorneys’ fees (to be fixed by the Court) for the maintenance or defense of said suit, action or other proceeding, as the case may be.

(g) A waiver by either party of any breach(es) by the other of any one or more of the covenants, agreements, or conditions of this Lease, shall not bar the enforcement of any rights or remedies for any subsequent breach of any of the same or other covenants, agreements, or conditions.

(h) This Lease and the referenced schedules and exhibits set forth the entire agreement between the parties hereto and may not be amended, changed or terminated orally or by any agreement unless such agreement shall be in writing and signed by Tenant and Landlord and approved in writing by the Lender. Landlord and Tenant further agree that this Lease shall not be amended and no amendment shall be effective unless in writing signed by both parties thereto.

(i) If any provision of this Lease or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is held

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invalid or unenforceable shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by Law.

(j) The submission of this Lease for examination does not constitute a reservation of or agreement to lease the Premises; and this Lease shall become effective and binding only upon proper execution and unconditional delivery thereof by Landlord and Tenant.

(k) When the context in which words are used in this Lease indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa. Further, references to “person” or “persons” in this Lease shall mean and include any natural person and any corporation, partnership, joint venture, limited liability company, trust or other entity whatsoever.

(l) All references to “business days” contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays.

(m) Time is of the essence in the payment and performance of the obligations of Tenant under this Lease.

(n) In the event that the Landlord hereunder consists of more than one (1) person, then all obligations of the Landlord hereunder shall be joint and several obligations of all persons named as Landlord herein. If any such person directly or indirectly transfers its interest in the Premises, whether by conveyance of its interest in the Premises, merger or consolidation or by the transfer of the ownership interest in such Person, such transferee and its successors and assigns shall be bound by this subparagraph (n). All persons named as Landlord herein shall collectively designate a single person (the “Designated Person”) to be the person entitled to give notices, waivers and consents hereunder. Landlord agrees that Tenant may rely on a waiver, consent or notice given by such Designated Person as binding on all other persons named as Landlord herein; provided, that any amendment, change or termination of this Lease which is permitted under Section 44(h) of this Part II must be signed by all persons named as Landlord. The Designated Person shall be the only person entitled to give notices hereunder by the Landlord, and Tenant may disregard all communications from any other person named as Landlord herein, except as provided in the immediately following sentence. The identity of the Designated Person may be changed from time to time by ten (10) business days’ advance written notice to the Tenant signed by either the Designated Person or by all persons named as Landlord herein.

(o) Tenant will furnish to Landlord on June 1 and December 31 of each calendar year during the Term, copies of all financial statements relating to the Premises or Tenant’s operations at the Premises (whether or not otherwise publicly disclosed) prepared in the ordinary course of its business. Landlord hereby agrees to maintain such financial information as proprietary and confidential and agrees not to disclose any such information to any third party other than any Lender, or prospective purchaser of the Premises, or to Landlord’s attorneys, accountants, and similar business advisor(s); provided, however, any such disclosure of financial information to any of the foregoing parties may only be made subject to disclosure restrictions that are at least as restrictive as the provisions set forth in this Section 44.

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45. RESTRICTIONS ON SALE TO TENANT COMPETITORS.

Notwithstanding the foregoing provisions of this Lease, so long as no Event of Default has occurred, Savvis Asset Holdings, Inc. or one of its Affiliates is the Tenant hereunder, no default has occurred in connection with the Corporate Guaranty (defined in Schedule 3 attached hereto) and the Corporate Guaranty remains in full force and effect, Landlord shall in no event sell or transfer the Premises to a “Savvis Competitor”, without Tenant’s prior written consent. As used herein, “Savvis Competitor” shall mean and refer to any one of the five (5) entities listed on Exhibit F hereto, provided Savvis Asset Holdings, Inc. or one of its Affiliates may, in good faith but in its sole discretion, change any one or all of the entities so listed, by delivering written notice of such change to Landlord on June 1^st and/or December 31st of any calendar year so long as such subsequently listed entity is in good faith (but Savvis’ sole discretion) considered a competitor and is neither principally engaged in the real estate acquisition, disposition, leasing, or development business nor in the business of financing or investing in such real estate companies. In addition, Landlord will deliver to Tenant a copy of any initial marketing materials circulated by Landlord to the market at-large in connection with any proposed sale of the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the Date of Lease above written.

[SIGNATURE PAGES FOLLOW.]

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LANDLORD’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

MEERKAT LA1 LLC, a Delaware limited liability company
By:	MEERKAT VENTURES LLC, Manager
	By:	MEERKAT INTERESTS LLC, Manager
		By:
			Lammot J. du Pont, Managing Member
		By:	/s/ Hossein Fateh
			Hossein Fateh, Managing Member
	By:	MEERKAT EQUITY LLC, Manager
		By:	MEERKAT MEMBERS LLC, Manager
			By:
				Lammot J. du Pont, Managing Member
			By:	/s/ Hossein Fateh
				Hossein Fateh, Managing Member

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TENANT’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

	/s/ Grier Raclin
By:	Grier Raclin
Its:	Chief Legal Officer & Corporate Secretary

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SCHEDULE 1

[Intentionally Omitted]

SCHEDULE 2

FIXED RENT AMOUNTS

SUBPART A

Lease Year	Rate Per Rentable Square Foot	Fixed Rent Per Annum	Fixed Rent Per Month
1	$[***]	$[***]	$[***]
2	$[***]	$[***]	$[***]
3	$[***]	$[***]	$[***]
4	$[***]	$[***]	$[***]
5	$[***]	$[***]	$[***]
6	$[***]	$[***]	$[***]
7	$[***]	$[***]	$[***]
8	$[***]	$[***]	$[***]
9	$[***]	$[***]	$[***]
10	$[***]	$[***]	$[***]
11	$[***]	$[***]	$[***]
12	$[***]	$[***]	$[***]
13	$[***]	$[***]	$[***]
14	$[***]	$[***]	$[***]
15	$[***]	$[***]	$[***]

SUBPART B

During the Initial Term, Fixed Rent shall be paid in the amounts herein set forth in Subpart A of this Schedule 2 with respect to the Initial Term. During any Extension Period described in Section 13 of Part I of this Lease, Fixed Rent shall be paid at the Fair Market Rental Value with respect to such Extension Periods. The Fair Market Rental Value shall increase by no less than [***] annually each year of any Extension Period.

During any Extension Period, Fixed Rent shall be paid in an amount equal to [***] of the Fair Market Rental Value of the Premises for such Extension Period as determined by an Appraiser as hereinafter set forth in this Schedule 2. In the event Tenant exercises a Renewal Option to extend this Lease for an Extension Period, then Landlord and Tenant shall attempt in good faith for a period of ten (10) days to agree upon a single Appraiser; and if Landlord and Tenant are so able to agree, the determination by such single Appraiser of a Fair Market Rental Value for the Premises for such Extension Period shall be final and binding

on the parties. If Landlord and Tenant are unable to agree upon a single Appraiser within the above-stated ten (10) day period, then the following procedures shall apply:

(a) Within seven (7) days after the conclusion of the ten (10) day period, each party shall identify to the other party an independent third-party Appraiser who must satisfy the qualifications for an Appraiser in the Lease.

(b) The two Appraisers so selected shall promptly proceed to determine the Fair Market Rental Value of the Premises (considering the other terms of this Lease) for such Extension Period; and if the two Appraisers agree on such Fair Market Rental Value, their determination shall be final and binding on all parties. If the two appraisers so selected are unable to agree on the Fair Market Rental Value, such two Appraisers shall select a third Appraiser (who must satisfy the qualifications for an Appraiser in the Lease); and if the two Appraisers are unable to agree upon a third Appraiser within fifteen (15) days, then they shall in lieu thereof each select the names of two willing persons qualified to be Appraisers hereunder and from the four persons so named, one name shall be drawn by lot by a representative of Landlord in the presence of a representative of Tenant, and the person whose name is so drawn shall be the third Appraiser. If either of the first two Appraisers fails to select the names of two willing, qualified Appraisers and to cooperate with the other Appraiser so that a third Appraiser can be selected by lot, the third Appraiser shall be selected by lot from the two Appraisers which were selected by the other Appraiser for the drawing. Any vacancy in the office of the first two Appraisers shall be filled by the party who initially selected that Appraiser, and if the appropriate party fails to fill any vacancy within fifteen (15) days after such vacancy occurs, then such vacancy shall be filled by the other party. Any vacancy in the office of the third Appraiser shall be filled by the first two Appraisers in the manner specified above for the selection of a third Appraiser. The third Appraiser shall, within fifteen (15) days after having been selected, render his or her opinion of which of the amounts proposed by the original two Appraisers most closely represents the actual Fair Market Rental Value of the Premises for such Extension Period, and the amount so selected by the third Appraiser shall be the Fair Market Rental Value of the Premises for such Extension Period. The fees of such Appraisers shall be shared equally by the parties.

SCHEDULE 3

CERTIFICATE AND AGREEMENT

REGARDING MATTERS OF RECORD

THIS Certificate and Agreement Regarding Matters of Record (this “Certificate”) is delivered by [                     ] (“Tenant”), pursuant to Section 30 of Part II of that certain Lease dated as of                     , 2004, by and between MEERKAT LA1 LLC, a Delaware limited liability company, as Landlord (herein so called), and Savvis Asset Holdings, Inc., a Delaware corporation, as Tenant (the “Lease”).

Tenant has prepared or had prepared a [description of instrument], a copy of which is attached hereto (the “Instrument”), to be filed of record with respect to the Premises (as defined in the Lease) and has requested, and does hereby request, that Landlord and Lender (as defined in the Lease) consent to, execute, acknowledge and deliver the Instrument which will be filed of record by Tenant, and that Lender subordinate its Mortgage (as defined in the Lease) and other loan documents to the Instrument or, in connection with any Dedications (as defined in the Lease), that Lender release its Mortgage with respect to the portion of the Premises that is the subject of such Dedication. In order to induce Landlord and Lender to take such actions, and with the understanding that Landlord and Lender will rely on the matters set forth herein, Tenant does hereby represent, warrant and certify to, and agree with for the benefit of Landlord and Lender as follows:

1. Tenant hereby consents to the Instrument, and agrees that the Instrument shall constitute “Matters of Record” as defined in Section 29 of Part II of the Lease.

2. Tenant hereby represents, warrants and certifies to Landlord and Lender that:

(a) A true, correct and complete copy of the Instrument is attached to this Certificate;

(b) The Instrument is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises;

(c) The Instrument does not adversely affect the value of the Premises (or does not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Instrument) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property; and

(d) The Instrument does not materially impair Tenant’s use or operation of the Premises.

3. Tenant agrees that for so long as the Lease is in effect, it will perform all obligations, if any, of Landlord under or pursuant to the Instrument and will remain obligated under the Lease in accordance with its terms.

4. Attached hereto is a true, correct and complete copy of an updated ALTA survey of the Premises prepared by [name of surveyor] which shows the location on the Premises of all

S3-1

grants, releases, easements and other rights or encumbrances arising pursuant to the Instrument, or which otherwise indicates the effect of the Instrument on the Premises.

5. Attached hereto are true, correct and complete copies of certificates or agreements by [name of other property owners or governmental authorities required to approve the matters affected by the Instrument] necessary or appropriate to consent to, create or implement the matters contained in the Instrument.

6. Attached hereto is the commitment of [name of title insurer] to issue an endorsement to the loan policy of title insurance delivered to Lender with respect to the Premises indicating that after filing the Instrument, [the Mortgage will remain a first lien on the Premises] [OR, WITH RESPECT TO A DEDICATION: the Mortgage will remain a first lien on the portion of the Premises remaining after the Dedication] subject only to the exceptions which were contained in such policy of title insurance and the Instrument and such matters thereafter arising previously related or approved by Landlord.

7. Tenant agrees that all of its obligations under the Lease shall continue notwithstanding the execution, acknowledgment, delivery and filing of the Instrument.

8. Tenant agrees to promptly notify Landlord and Lender in writing in the event of any changes to any of the matters set forth in this Certificate.

9. Tenant will promptly pay all out-of-pocket costs and expenses incurred by Landlord and Lender in connection with said Instrument including, without limitation, reasonable attorneys’ fees.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

S3-2

IN WITNESS WHEREOF, the undersigned has executed this Certificate effective as of                     ,             .

Savvis Asset Holdings, Inc., a Delaware corporation

By:

Its:

[Acknowledgment Form to be modified as necessary to comply

with the laws of the state in which the Premises are located]

STATE OF	§
	§
COUNTY OF	§

Before me, on the     day of                     , 2004, personally appeared                     ,                      of                     , a                     , and acknowledged that he executed the above instrument as his free act and deed and on behalf of said                     .

	Notary Public
	(Print Name:)
My Commission Expires:

S3-3

GUARANTOR’S CONSENT

This Guarantor’s Consent (this “Consent”) is a part of the foregoing Certificate and Agreement Regarding Matters of Record. The undersigned hereby executes and delivers this Consent to indicate and evidence the following:

1. The undersigned consents to the Instrument and its effect upon the Premises, the Tenant and the Lease.

2. The Corporate Guaranty executed by the undersigned as of [February 13, 2004], with respect to the Lease (the “Corporate Guaranty”) shall continue and remain in full force and effect notwithstanding the Instrument.

The undersigned has executed and delivered this Consent in order to induce Landlord and Lender to consent to and to execute, acknowledge, deliver and file of record the Instrument, and the undersigned acknowledges that Landlord and Lender will rely on this Consent.

EXECUTED this      day of                     , 200-.

___________________________________________,

a _________________________________

By:

Its:

ATTEST:

______________________________, Secretary

[Corporate Seal]

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SCHEDULE 4

CERTAIN CRITICAL FIXTURES AND EQUIPMENT

1. Permanent and temporary generator systems including enclosures and fuel tanks with the associated electronic and manual switch gear.

2. Mechanical equipment and condenser equipment, air handlers and electrical dampers installed on the Premises.

3. Racking, cage materials, cabinets and patch panels.

4. UPS Battery Systems including electrical switch gear and other similar power sources installed on the Premises.

5. FM200 fire suppression canisters, piping and nozzles.

6. VESDA and smoke sensor stations.

7. Inside or outside security cameras, access card reader stations, VCR, multiplexer, monitors and computers installed on the Premises.

8. Partition and conference room furniture systems and freestanding, cabinets, storage units.

9. Telephone and voice mail system with desk stations and receptionist, computers, servers, printers, phone sets installed on the Premises.

10. Fiber Muxes or other telco and related equipment installed in MPOE rooms installed on the Premises.

11. Emergency distribution board and telephone backboard with connectors installed on the Premises.

12. Maintenance bypass electronic and manual switch gear installed on the Premises.

13. Transformers and Power Distributions Units installed on the Premises.

14. Kitchen appliances like microwaves, refrigerators and vending machines installed on the Premises.

15. Console monitors, screen projection and screens in command center installed on the Premises.

16. Bulletproof/resistant glass.

17. Satellite dishes and other communications equipment installed on the Premises.

S4-1

EXHIBIT A

LEGAL DESCRIPTION OF PREMISES

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

Parcel 1, in the City of El Segundo, in the County of Los Angeles, State of California, as shown on Parcel Map No. 6177, filed in Book 63 Page 68 of Parcel Maps, In the office of the County Recorder of said County.

Together with the Southerly 71.33 feet of Lot 6 of Track No. 32178, as per map recorded in Book 846 Pages 27 and 28 of Maps, In the office of the County Recorder of said County.

EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below the surface of said land, but with no right of surface entry as provided in deeds of record

Said Land is described as Parcel 2 in the Certificate of Compliance recorded June 27, 2002 as Instrument No. 1465254, of Official Records.

A-1

EXHIBIT B

PERMITTED ENCUMBRANCES

MATTERS OF RECORD

• Property taxes, including general and special taxes, personal property taxes, if any, and any assessments collected with taxes, to be levied for the fiscal year 2004-2005 which are a lien not yet payable.

• Covenants, conditions and restrictions as set forth in the document

Recorded:	April 30, 1971 as Instrument No. 5334, in Box M-3755 Page 414, of Official Records
This exception omits any covenant, condition or restriction based on race, color, religion, sex, handicap, familial status or national origin, unless and only to the extent that the covenant, condition or restriction (a) is not in violation of state or federal law, (b) is exempt under 42 U.S.C. Section 3607 or (c) relates to a handicap but does not discriminate against handicapped people.
Modification(s) of said covenants, conditions and restrictions
Recorded:	March 8, 1972 as Instrument No. 225, in Box M-4006 Page 40, of Official Records

• An easement for the purpose shown below and rights iuncidental thereto as set forth in a document

Purpose:	pipe lines
Recorded:	February 4, 1972 as Instrument No. 3822, in Box D-5344 Page 383, of Official Records
Affects:	a strip of land 10 feet wide as described therein
Said easement contains restrictions on the use, by the owners of said land, of the easement area as set out in said easement document.

• Covenants, conditions and restrictions as set forth in the document referred to in the numbered item last above shown.

• An easement for the purpose shown below and rights incidental thereto as set forth in a document

Purpose:	public utilities
Recorded:	November 19, 1975 as Instrument No. 51, of Official Records
Affects:	that portion of Parcel 1 of Parcel Map No. 6177 formerly within the Northerly 10 feet of Lot 7 of Tract No. 32178

• Covenants, conditions and restrictions as set forth in the document

Recorded:	June 10, 1969 as Instrument No. 759, in Book D-4419 Page 266, of Official Records
This except omits any covenant, condition or restriction based on race, color, religion, sex, handicap, familial status or national origin, unless and only to the extent that the covenant, condition or restriction (a) is not in violation of state or federal law, (b) is exempt under 42 U.S.C. Section 3607 or (c) relates to a handicap but does not discriminate against handicapped people.

B-1

• An easement for the purpose shown below and rights incidental thereto as set forth in a document

Purpose:	pipe lines
Recorded:	June 30, 1969 as Instrument No. 759, of Official Records
Affects:	that portion of said land as described therein

• Recitals as shown on that certain map known as Tract No. 32178, recorded in Box 846 Page 27 and 28, of Official Records, which among other things states:

“28 foot set back”

• An easement for the purpose shown below and rights incidental thereto as set forth in a document

Purpose:	sanitary sewers, storm drains, pole lines, pipe lines, conduits
Recorded:	May 13, 1974 as Instrument No. 3298, of Official Records
Affects:	the Easterly 40 feet of Lot 6, of Tract No. 32178 and the Easterly 40 feet of Parcel 1 of Parcel Map No. 6177

• An easement for the purpose shown below and rights incidental thereto as set forth in a document

Purpose:	underground electrical supply system and communication system
Recorded:	June 14, 1976 as Instrument No. 3431, in Book D-7118 Page 559, of Official Records
Affects:	a strip of land 12 feet in width as described therein

• An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	Cable & Wireless Internet Services, Inc., a Delaware Corporation
Purpose:	parking easement
Recorded:	June 27, 2002 as Instrument No. 02-1465257, of Official Records
Affects:	said land

B-2

EXHIBIT C

FORM OF SURVEY CERTIFICATION

ALTA/ACSM Land Title Survey

FOR

MEERKAT [LANDLORD ENTITY NAME] LLC’S ACQUISITION OF

[STREET ADDRESS], [CITY], CALIFORNIA

COUNTY OF [COUNTY NAME], STATE OF CALIFORNIA

BASED UPON TITLE ORDER NO.              OF [NAME OF TITLE INSURANCE

COMPANY]

BEARING AN EFFECTIVE DATE OF [DATE]

TO: [NAME OF TITLE INSURANCE COMPANY]; [LENDER NAME]

[LANDLORD NAME]; AND [SURVEYOR COMPANY]

THE UNDERSIGNED CERTIFIES TO THE BEST OF HIS/HER PROFESSIONAL KNOWLEDGE, INFORMATION AND BELIEF, THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE ON THE DATE SHOWN BELOW OF THE PREMISES SPECIFICALLY DESCRIBED IN [NAME OF TITLE INSURANCE COMPANY] ORDER NO.             , DATED              AND WAS MADE (i) IN ACCORDANCE WITH THE “MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS”, JOINTLY ESTABLISHED AND ADOPTED BY ALTA, ACSM AND NSPS IN 1999; (ii) IN ACCORDANCE WITH THE “                    ” DATED              AND INCLUDE ITEMS              OF              SPECIFICALLY DEFINED, AND (iii) PURSUANT TO THE ACCURACY STANDARDS AS ADOPED BY ALTA, NSPS, AND ACSM AND IN EFFECT ON THE DATE OF THIS CERTIFICATION, UNDERSIGNED FURTHER CERTIFIES THAT THE SURVEY MEASUREMENTS WERE MADE IN ACCORDANCE WITH THE “MINIMUM ANGLE, DISTANCE, AND CLOSURE REQUIREMENTS FOR SURVEY MEASUREMENTS WHICH CONTROL LAND BOUNDARIES FOR ALTA/ASCM LAND TITLE SURVEYS.

Name of Surveyor

Registration No. _______________

In the State of California

Date of Survey: _________________________

Date of Last Revision: ____________________

EXHIBIT D

FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

[ATTACHED]

D-1

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Andrew H. Levy, Esq.

File No.: 52279-00138

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made as of the         th day of                 , 2004 by and between LEHMAN ALI INC., a Delaware corporation having an address at 399 Park Avenue, New York, New York 10022 (“Lender”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation, having an address at 12851 Worldgate Drive, Herndon, Virginia 20170 (“Tenant”).

RECITALS:

A. Lender is the present owner and holder of a certain deed of trust and security agreement ( together with any and all extensions, renewals, substitutions, replacements, amendments, modifications and/or restatements thereof, the “Security Instrument”) dated February 13, 2004, given by Landlord (defined below) to Lender which encumbers the fee estate of Landlord in certain premises described in Exhibit A attached hereto (the “Property”) and which secures the payment of certain indebtedness owed by Landlord to Lender evidenced by a certain promissory note dated February 13, 2004, given by Landlord to Lender (the note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “Note”);

B. Tenant is the holder of a leasehold estate in a portion of the Property under and pursuant to the provisions of a certain lease dated                     , 2004 between MEERKAT LA1 LLC, a Delaware limited liability company, as landlord (the “Landlord”) and Tenant, as tenant, (such lease, as modified and amended as set forth herein being hereinafter referred to as the “Lease”);

C. SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, executed that certain Guaranty of Lease dated as of                     , 2004 in favor of Lender, and

D. Tenant has agreed to subordinate the Lease to the Security Instrument and to the lien thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.

AGREEMENT:

For good and valuable consideration, Tenant and Lender agree as follows:

1. SUBORDINATION. The Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Security Instrument and to the lien thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Security Instrument had been executed, delivered and recorded prior to the execution and delivery of the Lease.

2. NON-DISTURBANCE. If any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Security Instrument shall be made subject to all rights of Tenant under the Lease, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the Lease shall be in full force and effect and (b) Tenant shall not be in default beyond any applicable cure periods under any of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed.

3. ATTORNMENT. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e)

2

bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest.

4. NOTICE TO TENANT. After notice is given to Tenant by Lender that the Landlord is in default under the Note and the Security Instrument and that the rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.

5. NOTICE TO LENDER AND RIGHT TO CURE. Tenant shall notify Lender of any default by Landlord under the Lease and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of an abatement shall be effective unless Lender shall have received notice of default giving rise to such cancellation or abatement and shall have failed within sixty (60) days after receipt of such notice to cure such default, or if such default cannot be cured within sixty (60) days, shall have failed within sixty (60) days after receipt of such notice to commence and thereafter diligently pursue any action necessary to cure such default. Notwithstanding the foregoing, Lender shall have no obligation to cure any such default.

6. NOTICES. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Tenant:	Savvis Asset Holdings, Inc.
	12851 Worldgate Drive
	Herndon, Virginia 20170
	Attention: Chief Legal Officer
	Facsimile No. (702) 234-8374
If to Lender:	Lehman ALI Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: Masood Bhatti and David Broderick, Esq.
	Facsimile No.: (212) 520-0130

or addressed as such party may from time to time designate by written notice to the other parties.

3

For purposes of this Section 6, the term “Business Day” shall mean a day on which commercial banks are not authorized or required by law to close in the state where the Property is located. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of Lender, Tenant and Purchaser and their respective successors and assigns.

8. GOVERNING LAW. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Property is located.

9. MISCELLANEOUS. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof_: shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

10. INCORPORATION. Exhibit A (Description of Property) and Exhibit B (the Lease Guarantor’s Consent) are attached hereto and incorporated herein by this reference.

[NO FURTHER TEXT ON THIS PAGE]

4

IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as of the date first above written.

LENDER:

LEHMAN ALI INC., a Delaware corporation

By:

Name:

Title:

TENANT:

Savvis Asset Holdings, Inc, a Delaware corporation

By:

Name:

Title:

The undersigned accepts and agrees to

the provisions of Section 4 hereof:

LANDLORD:

MEERKAT LA1, LLC,

a Delaware limited liability company

By:

Name:

Title:

ACKNOWLEDGMENTS

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                      a Notary Public in and for the State of                     , personally appeared                              personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                      a Notary Public in and for the State of                     , personally appeared                              personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                      a Notary Public in and for the State of                     , personally appeared                              personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

EXHIBIT A

DESCRIPTION OF PROPERTY

(attached hereto and made part hereof)

EXHIBIT B

LEASE GUARANTOR’S CONSENT

The undersigned (“Lease Guarantor”) consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty of Lease (“Lease Guaranty”) dated February 13, 2004. Lease Guarantor further reaffirms that its obligations under the Lease Guaranty are separate and distinct from Lessee’s obligations.

AGREED:
Dated as of: February 13, 2004	“LEASE GUARANTOR” SAVVIS COMMUNICATIONS CORPORATION
	a Delaware corporation
	By.
	Its:	President
	By.
	Its:	Chief Financial Officer

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                      a Notary Public in and for the State of                     , personally appeared                              personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF
	ss.
COUNTY OF

On this              day of                     , 2004, before me,                                      a Notary Public in and for the State of                     , personally appeared                              personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

TENANT ESTOPPEL

February 13, 2004

LEHMAN ALI INC. (“Lender”)

399 Park Avenue

New York, New York 10022

Dear Sirs:

As the present owner and holder of the Tenant’s interest under that certain Lease dated as of                             , 2004 (the “Lease”) by and between MEERKAT LA1 LLC, a Delaware limited liability company (the “Landlord”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (the “Tenant”), attached hereto as Exhibit “A”, and the present Guarantor under that certain Guaranty of Lease dated as of                             , 2004 (the “Guaranty”), by SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, as the Guarantor, attached hereto as Exhibit “B”, the undersigned hereby represents to you that as of the date hereof (i) the Lease and the Guaranty constitute the entire agreement between the undersigned and the Landlord relating to the premises described therein and have not been modified or amended; (ii) the Lease is in full force and effect and the term thereof commenced on                             , 2004 and is scheduled to terminate on February 28, 2019 pursuant to the provisions thereof, and the Guaranty is in full force and effect; (iii) the premises demised under the Lease have been completed and the undersigned has taken possession of the same; (iv) neither the undersigned nor to its knowledge the Landlord is in default under any of the terms, covenants or provisions of the Lease and the undersigned knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Lease by the undersigned or the Landlord thereunder, (v) neither the undersigned nor the Landlord has commenced any action or given or received any notice for the purpose of terminating the Lease; (vi) all rents, additional rents and other sums due and payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (l) month in advance of the due dates thereof; (vii) there are no offsets or defenses to the payment of the rents, additional rents; or other sums payable under the Lease and/or the Guaranty, (viii) the undersigned has no option or right of first refusal to purchase the premises demised under the Lease or any portion thereof; (ix) the fixed annual minimum rent payable under the Lease is as stated in Schedule 2 of the Lease; and (x) the undersigned recognizes that Lender is relying upon this estoppel certificate and the accuracy of the information contained herein.

[signature page follows]

Savvis Asset Holdings, Inc., a Delaware corporation
By:
Its:
Savvis Communications Corporation, Inc., a Delaware corporation
By:
Its:	President
By:
Its:	Chief Financial Officer

EXHIBIT “A”

LEASE

(attached hereto and made part hereof)

EXHIBIT “B”

GUARANTY

(attached hereto and made part hereof)

EXHIBIT E

LIST OF ENVIRONMENTAL REPORTS

1. Phase I Environmental Site Assessment, El Segundo Data Center, 200 North Nash Street, El Segundo, California, dated August 11, 2003, by PES Environmental, Inc Engineering & Environmental Services, No. 933.001.01.001

2. Environmental Site Assessment Update, Cable & Wireless America Buildings B-12 and SC-8, 4650 and 4700 Old Ironsides Drive, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

3. Environmental Site Assessment Update, Cable & Wireless America Buildings SC-4 and SC-5, 2401 and 2403 Walsh Avenue, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

E-1

EXHIBIT F

SAVVIS COMPETITORS

Tenant will provide Landlord written notice of five (5) competitors on or before April 15, 2004

F-1

EX-10.4

Exhibit 10.4

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

LEASE

Between

Meerkat SC4 LLC

as Landlord

and

SAVVIS ASSET HOLDINGS, INC.

as Tenant

Guarantor: Savvis Communications Corporation

Dated as of March 5, 2004

2401 Walsh Street

Santa Clara, California

TABLE OF CONTENTS

		Page
PART I BASIC LEASE PROVISIONS; DEFINITIONS		1
PART II		7
1.	PREMISES	7
2.	NO MERGER OF TITLE	7
3.	RENEWAL OPTIONS	7
4.	USE	8
5.	FIXED RENT	8
6.	NET LEASE; TRUE LEASE	9
7.	CONDITION	10
8.	LIENS.	10
9.	REPAIRS AND MAINTENANCE	10
10.	COMPLIANCE WITH LAWS	12
11.	ACCESS TO PREMISES	13
12.	WAIVER OF SUBROGATION	13
13.	DAMAGE; DESTRUCTION	14
14.	CONDEMNATION; REJECTABLE OFFERS	16
15.	ASSIGNMENT AND SUBLETTING	17
16.	ALTERATIONS	19
17.	SIGNS	20
18.	PYLON SIGN	20
19.	SURRENDER	20
20.	SUBORDINATION OF LEASE	21
21.	TENANT’S OBLIGATION TO DISCHARGE LIENS	22
22.	UTILITIES	22
23.	TENANT DEFAULT	22
24.	LANDLORD ASSIGNMENT OF WARRANTIES	26
25.	RENT PAYMENTS	26
26.	HOLDOVER	26
27.	NOTICES	26
28.	INDEMNITY	27
29.	TENANT TO COMPLY WITH MATTERS OF RECORD	27
30.	OBLIGATIONS TO MODIFY EASEMENTS	28
31.	TAXES	28
32.	INSURANCE	30
33.	LANDLORD EXCULPATION	32
34.	LANDLORD’S TITLE	32
35.	QUIET ENJOYMENT	33
36.	EQUAL EMPLOYMENT OPPORTUNITY	33
37.	BROKER	33
38.	TRANSFER OF TITLE	33
39.	NO CONTINUOUS OPERATION	33
40.	HAZARDOUS MATERIALS	34
41.	WAIVER OF LANDLORD’S LIEN	37
42.	ESTOPPEL CERTIFICATE	37
43.	NOTICE OF LEASE	38

i

44.	MISCELLANEOUS	38
45.	INTENTIONALLY OMITTED
46.	RESTRICTIONS ON SALES TO TENANT COMPETITORS	40

LIST OF SCHEDULES AND EXHIBITS

Schedule 1	[Intentionally Omitted]
Schedule 2	Fixed Rent Amounts
Schedule 3	Certificate and Agreement Regarding Matters of Record
Schedule 4	Certain Critical Fixtures and Equipment
Exhibit A	Legal Description of Premises
Exhibit B	Permitted Encumbrances
Exhibit C	Form of Survey Certification
Exhibit D	Form of Subordination, Non-Disturbance and Attornment Agreement
Exhibit E	List of Environmental Reports
Exhibit F	Savvis Competitor List

ii

LEASE

THIS LEASE (this “Lease”) is made as of March 5, 2004, by and between the Landlord and the Tenant specified below.

PART I

BASIC LEASE PROVISIONS; DEFINITIONS

The following list sets out certain fundamental provisions and definitions pertaining to this Lease:

1.      Lease Commencement Date:	As of March 5, 2004.
2.      Landlord:	Meerkat SC4 LLC, a Delaware limited liability company
3.      Landlord business address:	c/o DuPont Fabros Development
	1707 H Street, N.W., Suite 1000
	Washington, D.C. 20006
	Attention: Mr. Hossein Fateh
4.      Landlord notice address:	c/o DuPont Fabros Development
	1707 H Street, N.W., Suite 1000
	Washington, D.C. 20006
	Attention: Mr. Hossein Fateh
with copy to:	Cooley Godward LLP
	One Freedom Square Reston Town Center
	11951 Freedom Drive
	Reston, Virginia 20190-5601
	Attention: John H. Toole, Esquire
and to Lender:	Lehman Ali Inc.
	c/o Lehman Brothers Holdings, Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: Massood Bhatti
	Telephone: (212) 526-6220
	Facsimile: (212) 520-0130
with copy to:	Lehman Ali Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: David Broderick, Esq
	Telephone: (212) 526-2453
	Facsimile: (212) 520-0130
with copy to:	TriMont Real Estate Advisors, Inc.
	Monarch Tower
	3424 Peachtree Road, N.E., Suite 2200
	Atlanta, Georgia 30326
	Attention: J. Gregory Winchester
	Telephone: (404) 420-5600
	Facsimile: (404) 420-5610
And a copy to:	TriMont Real Estate Advisors, Inc.
	Jamboree Center, 2 Park Plaza
	Irvine, California 92614
	Attention: Steven Smith
	Telephone: (949) 955-1821
	Facsimile: (949) 955-1252
5.      Tenant:	Savvis Asset Holdings, Inc., a Delaware corporation

1

6.      Tenant business address:	Savvis Asset Holdings, Inc.
	12851 Worldgate Drive
	Herndon, Virginia 20170
	Attention: Chief Legal Officer
	Facsimile: 702-234-8374
7.      Tenant notice address:	Savvis Asset Holdings, Inc.
	12851 Worldgate Drive
	Herndon, Virginia 20170
	Attention: Chief Legal Officer
	Facsimile: 702-234-8374
with copy to:	Shearman & Sterling LLP
	599 Lexington Avenue
	New York, New York 10022
	Attention: Real Estate Notices (34236-00002)
	Facsimile: (212) 848-7179
8.      Guarantor:	Savvis Communications Corporation
	12851 Worldgate Drive
	Herndon, Virginia 20170
	Attention: Chief Legal Officer
	Facsimile: 702-234-8374
9.      Premises:	That certain lot or parcel of real estate located at 2401 Walsh Street, Santa Clara, California, as more fully described on Exhibit A attached hereto, together with all improvements situated on said property (together with all right, title and interest of Landlord in and to the lighting, electrical, power, installed communications, fire protection, security, mechanical, plumbing and heating, ventilation and air conditioning systems used in connection with said property, along with all utility infrastructure used in connection with said property, including, without limitations, all duct banks, conduits, piping, handholes, manholes, and similar appurtenances located on said property and all fiber, power, and other utility lines running through said property (collectively, the “Utility Infrastructure”), and all other carpeting, draperies, appliances and other fixtures and equipment attached or appurtenant to said property including, without limitation, the Critical Fixtures and Equipment), and all rights, easements, rights of way, and other appurtenances thereto.
10.    Critical Fixtures and Equipment:	Shall mean all installed fuel tanks, generators, HVAC units, air-conditioners, power distribution units, computer room air conditioners, risers, antennas, satellite dishes, pads, raised flooring, and

2

	similar installed fixtures and appurtenances located on the Premises as of the Lease Commencement Date, and all equipment and personal property existing in or on the Premises as of the Lease Commencement Date but excluding any equipment and personal property acquired by Tenant from Cable & Wireless USA, Inc. or Cable & Wireless Services, Inc. as of the Lease Commencement Date, and not installed in the Premises.
11.    Building:	The building containing approximately 167,932 rentable square feet that is located on the parcel of land described on Exhibit A hereto.
12.    Initial Term:	Shall commence on the Lease Commencement Date, and shall expire February 28, 2019; all subject to all terms and conditions of this Lease.
	As used in this Lease, “Term” shall include the Initial Term and any Extension Period thereof which becomes effective pursuant to Section 3 of Part II.
	As used in this Lease, “Rent Commencement Date,” shall mean the 270th day after the Lease Commencement Date.
13.    Renewal Options:	The Tenant shall have the right to extend the Initial Term of this Lease for up to a total of [***] Extension Periods (herein so called) of [***] years each subject to the terms and conditions of Section 3 of Part II of this Lease.
14.    Required Advance Notice of Exercise of Renewal Options:	[***] days prior to the expiration of the then-current Term. (See Section 3 of Part II)
15.    Fixed Rent          (See Section 5 of Part II):	For the Initial Term: $[***] per rentable square foot of the Building with a [***] escalation each anniversary of the Lease Commencement Date; for each Extension Period: Fair Market Rental Value, all as more particularly set forth in Schedule 2 attached hereto and made a part hereof.
16.    Broker:	N/A
17.    Lender:	Lehman Ali Inc. c/o Lehman Brothers Holdings, Inc. (d/b/a/ Lehman Capital), along with Commonwealth Land Title Insurance Company, as Trustee (if and so long as it has a Loan outstanding which is secured by the Premises) and any other person that makes a loan or loans, whether now or in the future (such loan or loans collectively referred to herein as the “Loan”) to Landlord or to any affiliate of Landlord which is secured by a mortgage, deed of trust or similar instrument with respect to the Premises and

3

	of which Tenant is advised in writing by Landlord. Any such Loan may be evidenced by one or more promissory notes (collectively referred to herein as the “Note”).
18.    Lender business address:	Lehman Ali Inc.
	c/o Lehman Brothers Holdings, Inc
	d/b/a/ Lehman Capital
	399 Park Avenue
	New York, New York 10022
	Telephone: (212) 351 4037
	Facsimile: (212) 516 7005
19.    Lender notice address:	Lehman Ali Inc.
	c/o Lehman Brothers Holdings, Inc.
	d/b/a Lehman Capital
	399 Park Avenue
	New York, New York 10022
	Attention: Massood Bhatti
	Telephone: (212) 526-6220
	Facsimile: (212) 520-0130
with copy to:	Lehman Ali Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: David Broderick, Esq
	Telephone: (212) 526-2453
	Facsimile: (212) 520-0130
with copy to:	TriMont Real Estate Advisors, Inc.
	Monarch Tower
	3424 Peachtree Road, N.E., Suite 2200
	Atlanta, Georgia 30326
	Attention: J. Gregory Winchester
	Telephone: (404) 420-5600
	Facsimile: (404) 420-5610
with copy to:	TriMont Real Estate Advisors, Inc.
	Jamboree Center, 2 Park Plaza
	Irvine, California 92614
	Attention: Steven Smith
	Telephone: (949) 955-1821
	Facsimile: (949) 955-1252
with copy to:	Commonwealth Land Title Insurance Company
	77 Arnold Drive, Suite 205
	Martinez, California 94553
	Attention: Joe Parker
	Telephone: 925-335-3684
	Facsimile: 925-335-9753
	Lender/Trustee Counsel
20.    Lease Default Rate:	The lower of (a) five percent (5%) per annum above the Prime Rate as in effect from time to time or (b) the highest rate permitted to be contracted for under applicable Law.
21.    Prime Rate	“Prime Rate” means the current rate of interest per annum announced from time to time by Citibank N.A. (or its successor) as its “base rate” in New York, New York, or, if Citibank N.A. shall cease to announce such rate, then the current rate published as the prime rate in The Wall Street Journal. It is the intention of the parties hereto to conform strictly to the applicable usury Laws, and whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the highest legal rate permitted to be charged in the state of California, such rate herein provided to be paid shall be deemed reduced to such highest legal rate and if previously paid, shall be refunded to Tenant by Landlord within ten (10) days of demand therefor.
22.    Permitted Encumbrances:	Shall mean Taxes (as defined in Section 31 of Part II), Legal Requirements (as defined in Section 10 of Part II), any matters consented to by Landlord, Tenant and Lender in writing, those covenants, restrictions, reservations, liens, conditions, encroachments, easements, encumbrances and other matters of title that affect the Premises as of the Lease Commencement Date (including, without limitation, those listed on Exhibit B hereto) or which arise due to the acts or omissions of Tenant,

4

	or due to the acts or omissions of Landlord with Tenant’s consent, after the Lease Commencement Date.
23.    Related Lease:	Shall mean any one (1) of those four (4) other lease agreements of even date herewith entered into by and between Tenant and an affiliate of Landlord pursuant and subject to which affiliates of Landlord lease to Tenant the following additional properties: (i) 2403 Walsh Avenue, Santa Clara, California; (ii) 200 North Nash Street, El Segunda, California; (iii) 4700 Old Ironsides Drive, Santa Clara, California; and (iv) 4650 Old Ironsides Drive, Santa Clara, California.
24. Exhibits:	All Exhibits and Schedules to this Lease are incorporated herein by this reference.
25. Payment of Fixed Rent:	As set forth in Section 5(a) of Part II, Fixed Rent shall be initially paid by wire transfer to the account set forth in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.
26. CPI:	The term “CPI” means the Consumer Price Index-U.S. City Averages for all Urban Consumers - All Items (1982-84=100), of the United States Bureau of Labor Statistics. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, Landlord will substitute therefor a reasonably comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available then a reasonably comparable index published by a major bank or other financial institution.
27. Interest Rate:	The term “Interest Rate” shall mean the highest rate of interest charged by Lender under its Loan to Landlord.
28. Certain Definitions:	The following terms shall have the definitions given to them in the following Sections of this Lease:

TERM	SECTION
Additional Rent	Sections 5(d) & 6(d) of Part II
Alteration	Section 16(a) of Part II
Appraiser	Section 13(d) of Part II
Base Premises	Section 10(a) of Part II
Building	Section 11 of Part I
business day	Section 44(l) of Part II
carrier	Section 40(e) of Part II

5

Certificate	Schedule 3
Claims	Section 28(a) of Part II
Consent	Schedule 3
Contract Person	Section 46 of Part II
Control	Section 15(d) of Part II
Corporate Guaranty	Schedule 3, Sec. 2 Guarantor’s Consent
CPI	Section 26 of Part I
Critical Fixtures and Equipment	Section 10 of Part I
Dedications	Section 30 of Part II
Designated Person	Section 44(n) of Part II
Discount Rate	Section 23(g) of Part II
Due Date	Section 5(a) of Part II
Easements	Section 30 of Part II
Environmental Laws	Section 40(a) of Part II
Environmental Claim	Section 40(d) of Part II
Environmental Default	Section 40(c) of Part II
Event of Default	Section 23(a) of Part II
Extension Period	Section 12 of Part I, Schedule 2
Fair Market Value of the Premises	Section 13(d) of Part II
Guaranties	Section 24 of Part II
Guarantor	Section 8 of Part I
Hazardous Materials	Section 40(a) of Part II
Indemnified Parties	Section 28 of Part II
Initial Term	Section 11 of Part I
Installment Default Notice	Section 23(a) of Part II
Instrument	Schedule 3
Interest Rate	Section 27 of Part I
Landlord Party	Section 12(c) of Part II
Laws	Section 10(a) of Part II
Lease	Preamble, Schedule 3
Lease Commencement Date	Section 1 of Part I
Lease Default Rate	Section 20 of Part I
Legal Requirements	Section 10 of Part II
Lender	Section 20(a) of Part II
Loan	Section 17 Part I & Section 20(a) Part II
Material Subtenant	Section 15(g) of Part II
Matters of Record	Section 29 of Part II
Moody’s	Section 13(c) of Part II
Mortgage	Section 20(a) of Part II
Note	Section 17 of Part I
Notice of Breach	Section 23(h) of Part II
person or person(s)	Section 44(k) of Part II
Planned Use Violation	Section 4 of Part II
Prime Rate	Section 21 of Part I
Regulated Activity	Section 40(b) of Part II
related corporation	Section 15 of Part II
related entity	Section 15(d) of Part II
Remedial Work	Section 40(c) of Part II

6

Renewal Options	Section 13 of Part I
Rent	Section 13(h) of Part II
Rent Commencement Date	Section 12 Part I
Restricted Alterations	Section 16(a) of Part II
Savvis	Section 15(b) of Part II
Savvis Competitor	Section 46 of Part II
S&P	Section 13(c) of Part II
Signs	Section 17 of Part II
SNDA Agreement	Section 20(a) of Part II
substantial portion	Section 13(c) of Part II
Taking	Section 14(a) of Part II
tax or taxes	Section 31 of Part II
Tenant	Schedule 3
Tenant Party	Section 12(c) of Part II
Term	Section 12 of Part I
Then-Current Term	Section 13(c) of Part II
Third Parties	Section 40(b) of Part II
trade fixtures	Section 19 of Part II
Transferee Net Worth Standard	Section 15 of Part II
Treasury Rate	Section 23(g) of Part II
Utility Infrastructure	Section 9 of Part I

PART II

1. PREMISES.

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and upon the covenants, agreements, terms, limitations, exceptions, reservations and conditions herein provided, the Premises described in Section 9 of Part I hereof together with all of Landlord’s rights of access, in common with others, in and to the Premises, subject, however, to the Permitted Encumbrances.

2. NO MERGER OF TITLE.

There shall be no merger of this Lease nor of the leasehold estate created hereby with the fee estate in or ownership of the Premises by reason of the fact that the same entity may acquire or hold or own (i) this Lease or such leasehold estate or any interest therein and (ii) the fee estate or ownership of any of the Premises or any interest therein. No such merger shall occur unless and until all persons having any interest in (x) this Lease or such leasehold estate and (y) the fee estate in the Premises including, without limitation, Lender’s interest therein, shall join in a written, recorded instrument effecting such merger.

3. RENEWAL OPTIONS.

Tenant shall have the right to extend the Term of this Lease for each of the Extension Periods described in Section 13 of Part I hereof, upon all of the terms and conditions set forth in this Lease with the Fixed Rent in the amounts specified on Schedule 2 hereto for the respective Extension Periods. Tenant may exercise a Renewal Option and commence an Extension Period only if Tenant shall not be in default (beyond applicable cure periods) under this Lease at the time of any such election, and by giving Landlord written notice of each such election not later

7

than the Required Advance Notice of Exercise of Renewal Options (as defined in Section 14 of Part I). If Tenant fails to exercise any Renewal Option, then all subsequent Renewal Options shall automatically expire and be null and void.

4. USE.

Tenant may use the Premises for general office and any computer data center purpose or for any other lawful purpose provided, however, the Tenant shall not use the Premises in a manner which would (i) result in a diminution of more than a de minimis amount in the value of the Building, (ii) cause a nuisance or (iii) involve the production or the storage of Hazardous Materials (other than the storage of Hazardous Materials in connection with the operation and maintenance of the Premises as a data center and in compliance with Environmental Law). In no event shall the Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or of any amendment, extension, replacement, or restatement of any such Permitted Encumbrance permitted hereby, or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Premises. Notwithstanding anything to the contrary herein contained, in no event shall Tenant’s use of the Premises for general office and any computer data center purpose in violation of a Permitted Encumbrance (a “Planned Use Violation”) constitute a violation of this Section 4; provided, however, the foregoing shall in no way be construed as limiting or otherwise modifying Tenant’s obligations hereunder to comply with applicable laws. Without limiting the generality of the foregoing, Tenant’s indemnity obligations under this Section 4 shall not apply to the extent the title insurance policy obtained by Landlord in connection with its purchase of the Premises (and the simultaneously issued Lender’s policy of title insurance) contains affirmative insurance against the applicable loss arising due to a violation of such Permitted Encumbrance or if such affirmative title insurance is subsequently provided to Landlord and Lender at Tenant’s cost with respect to such Permitted Encumbrance on terms and conditions reasonably satisfactory to Landlord. Subject to the preceding sentence, TENANT SHALL BE OBLIGATED TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, LENDER AND ALL OTHER INDEMNIFIED PARTIES, FROM ANY AND ALL LOSSES, LIABILITIES, PENALTIES, ACTIONS, SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS OR EXPENSES SUFFERED AS A RESULT OF THE VIOLATION OF ANY SUCH PERMITTED ENCUMBRANCE. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall, subject to the foregoing, observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord.

5. FIXED RENT.

(a) Commencing as of the Rent Commencement Date, Tenant shall pay Fixed Rent to Landlord, or Landlord’s designee as designated in a written notice to Tenant at such address as Landlord shall from time to time designate by written notice to Tenant. Except as hereinafter provided, the Fixed Rent shall be due and payable in the amounts set forth on Schedule 2 hereto for the respective periods shown on such Schedule 2. Fixed Rent shall be due and payable in advance on the first day of each month (or if such first day is not a business day, the first business day of each month), commencing on the Date of Rent Commencement, during the Term (each such date being referred to herein as a “Due Date”). Notwithstanding the foregoing, from the Date of Rent Commencement until Tenant is notified otherwise by Landlord and Lender,

8

Fixed Rent shall be paid by wire transfer to the account specified in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.

(b) If the Lease Commencement Date or Rent Commencement Date shall be on any day other than the first day of a calendar month, then all amounts to be paid on such dates shall be prorated on a per diem basis.

(c) If any installment of Fixed Rent is not paid on the respective Due Date, Tenant shall pay Landlord interest on such overdue payment at the Lease Default Rate, accruing from the Due Date of such payment until the same is paid; provided, however, the foregoing obligation to pay the Default Rate shall not be required for the first late payment of Fixed Rent in any calendar year so long as such delay in payment does not continue for longer than a period of ten (10) days. All Fixed Rent and Additional Rent shall be payable in U.S. Dollars.

(d) Commencing as of the Lease Commencement Date, all taxes, costs, expenses, and other amounts which Tenant is required to pay pursuant to this Lease (other than Fixed Rent), together with every fine, penalty, interest and cost which may be added in accordance herewith for non-payment or late payment thereof shall constitute additional rent (“Additional Rent”). All Additional Rent due to Landlord (or its designee) shall be paid directly by Tenant within thirty (30) days after Landlord gives written notice that payment is due, unless otherwise provided in this Lease, in which case, the Additional Rent shall be paid as otherwise so provided. Unless otherwise provided herein, Additional Rent payable by Tenant to a third (3^rd) party (i.e., utility charges, maintenance contracts, supply contracts, vendor contracts, etc.) shall be paid as and when the same shall be due and payable pursuant to Tenant’s agreement or other arrangement with the applicable third (3^rd) party. If Tenant shall fail to pay any such Additional Rent or any other sum due hereunder when the same shall become due (after the expiration of the applicable cure periods therefor), Landlord shall have all rights, powers and remedies with respect thereto as are provided herein or by Law in the case of non-payment of any Fixed Rent and shall, except as expressly provided herein, have the right (after the expiration of the applicable cure periods thereof), not sooner than ten (10) days after notice to Tenant (except in the event of an emergency, as reasonably determined by Landlord, in which case prior notice shall not be necessary) of its intent to do so, to pay the same on behalf of Tenant, and Tenant shall repay such amounts to Landlord on demand. Tenant shall pay to Landlord interest at the Lease Default Rate on all overdue Additional Rent and other sums due hereunder, in each case paid by Landlord or Lender on behalf of Tenant, from the date of payment by Landlord or Lender until repaid by Tenant.

6. NET LEASE; TRUE LEASE.

(a) The obligations of Tenant hereunder shall be separate and independent covenants and agreements. This is a net lease and Fixed Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly provided herein, without notice or demand, counterclaim, recoupment, abatement, suspension, reduction or defense.

(b) Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment.

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(c) Tenant shall remain obligated under this Lease in accordance with its terms and shall not, except as otherwise expressly permitted by applicable Law, take any action to terminate, rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.

(d) As used herein, “Additional Rent” shall mean and refer to all costs and expenses (other than Fixed Rent that Tenant is required to pay hereunder. Tenant shall have an obligation to pay, and Additional Rent shall include, without limitation, all costs and expenses incurred in connection with performing its obligations under Section 9(a) hereof, as well as all charges for gas, electricity, light, heat, water, sewage, and power, for protective and security services, for telephone and other communications, and for all other public or private utility services, which shall be used, rendered or supplied upon or in connection with the Premises or any part thereof, at any time during the Term from and after the Lease Commencement Date.

7. CONDITION.

Tenant acknowledges that Tenant is fully familiar with the physical condition of the Premises and that, except as expressly provided herein, Landlord makes no representation or warranty express or implied, with respect to the Premises and Tenant agrees that it takes the Premises “AS IS,” without any such representation or warranty, including, without limitation, any implied warranties.

8. LIENS.

Tenant shall remove and discharge (including, without limitation, by any statutory bonding procedure or any other bonding procedure reasonably satisfactory to Landlord which shall be sufficient to prevent any loss of the Landlord’s or Lender’s interest in the Premises) within thirty (30) days after obtaining knowledge thereof, any mortgage, lien, encumbrance or other charge on the Premises or the leasehold estate created hereby or any Fixed Rent or Additional Rent payable hereunder which arises for any reason, other than: the Landlord’s Mortgage (and any assignment of leases or rents collateral thereto); the Permitted Encumbrances; and any mortgage, lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (other than Tenant). Landlord shall not be liable for any labor, services or materials furnished to Tenant or to any party holding any portion of the Premises through or under Tenant.

9. REPAIRS AND MAINTENANCE.

(a) Except for the obligations of Landlord pursuant to Section 9(b) of this Lease and except as caused by the negligence or willful misconduct of Landlord or its agents, contractors, servants, invitees or employees or Landlord’s default hereunder, Tenant shall keep, maintain, and repair or cause to be repaired and maintained, at its sole cost and expense, the Premises, including, without limitation: HVAC, mechanical and electrical equipment and all systems in or serving the Premises, the Utility Infrastructure, the Critical Fixtures and Equipment, parking areas, sidewalks, roadways and landscaping, in good repair and condition and appearance, normal wear and tear excepted, and shall make all repairs and replacements which may be required to be made in order to keep and maintain the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, in as good repair and appearance as

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they were when originally delivered to Tenant, except for ordinary wear and tear and subject to the provisions of Section 13 and Section 14 hereof, and Tenant shall, in all events, make all repairs, replacements and perform maintenance and other work for which it is responsible hereunder, in a good, proper and workmanlike manner in accordance with customary standards for first-class data centers.

(b) Subject to the provisions of Section 13 and Section 14 hereof, Landlord shall make all necessary roof repairs and structural repairs to the Premises including those repairs and replacements necessary to keep the roof, exterior walls, foundation and structural frame of the Premises in good order and repair and perform such repairs in accordance with customary standards for first-class data centers. Landlord shall initiate all such repairs promptly and to remedy any condition requiring repair by Landlord with due diligence.

(c) If Tenant shall be in default under any of the provisions of this Section 9, Landlord may, after thirty (30) days written notice to Tenant and failure of Tenant to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. If an emergency exists, Landlord shall use reasonable efforts to notify Tenant of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Landlord or Tenant, as applicable, and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(d) If Landlord shall be in default under any of the provisions of this Section 9, Tenant may, after thirty (30) days written notice to Landlord and failure of Landlord to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Landlord. If an emergency exists, Tenant shall use reasonable efforts to notify Landlord of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Tenant and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute amounts payable by Landlord under this Lease and shall be paid by Landlord to Tenant on demand.

(e) Without limiting the generality of the foregoing, Tenant shall additionally perform, at its cost and expense, all maintenance, repair, and replacement obligations hereunder relating to any of the Building’s systems, the Building’s elevators, the Utility Infrastructure, or the Critical Fixtures and Equipment. In addition, in connection with Tenant’s maintenance, repair, and replacement obligations under this Lease, Tenant shall at its own cost and expense enter into regularly scheduled preventative maintenance service contracts, with vendors, approved by Landlord, in its reasonable discretion, for servicing all Building systems, Utility

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Infrastructure, elevators, and Critical Fixtures and Equipment. Tenant shall cause such maintenance contracts to designate Landlord a third (3^rd) party beneficiary, with the right to receive all notices delivered under such contracts, and the ability to exercise Tenant’s rights thereunder upon Tenant’s default under this Section 9 or upon Tenant’s default under an applicable maintenance contract.

(f) In the event of an emergency adversely affecting the structure of the Premises, Tenant shall make all reasonable efforts to inform Landlord of the emergency. If Tenant is unable to make contact with Landlord or Landlord does not, within a reasonable amount of time, take actions necessary to end such emergency, Tenant may take the minimum steps reasonably necessary to end the emergency at Landlord’s expense. All reasonable sums paid by Tenant in taking such actions as are permitted by the provisions of Section 9(f) above shall be paid by Landlord within thirty (30) days after receipt of Tenant’s demand therefor. After the emergency has ended, any repair required of Landlord under this Lease shall be made by Landlord in accordance with the terms of this Lease and any repair required of Tenant under this Lease shall be made by Tenant in accordance with the terms of this Lease.

10. COMPLIANCE WITH LAWS.

(a) During the Term Tenant shall comply with all Laws and Legal Requirements relating to the Premises. As used herein, (i) the term “Laws” shall mean all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or the Premises or which are due to take effect after expiration of the Term), and (ii) the term “Legal Requirements” shall mean all Laws and Permitted Encumbrances applicable to Tenant, Landlord or to all or any part of or interest in the Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Premises. Notwithstanding the foregoing, Tenant shall not be required to make any alterations or improvements to the roof, exterior walls, foundation, or structural frame of the Premises in existence as of the date hereof (the “Base Premises”) in order to comply with Laws or Legal Requirements unless and to the extent the requirement that such alterations or improvements be made is triggered by any of the following (or, if such requirement results from the cumulative effect of any of the following when added to other acts, omissions, negligence or events: (i) the installation, use or operation of, after the Lease Commencement Date, the Utility Infrastructure, Critical Fixtures and Equipment, any alterations, or any of Tenant’s trade fixtures or personal property; (ii) the negligent acts or omissions of Tenant, or any of its servants, employees, contractors, agents or licensees; or (iii) the particular use or particular occupancy or manner of use or occupancy of the Premises by Tenant, or any of its servants, employees, contractors, agents or licensees.

(b) Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to protest or contest any applicable Law or Legal Requirement and compliance with the same provided that and so long as (i) the same is done by Tenant upon prior notice to Landlord, in accordance with applicable Law or Legal Requirement, at Tenant’s sole cost and expense and without cost or expense to Landlord, including, without limitation, any cost associated with a third party claim or assessment, and with due diligence and continuity so as to resolve such protest or contest promptly; (ii) neither the value of the Premises nor the land associated therewith nor any part thereof is or will be reduced by more than a de minimis amount

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as a result of such protest or contest; (iii) in any event, each such protest or contest shall be concluded and all costs, if any, paid prior to any date specified in a written contract for the transfer of the Premises to a third (3^rd) party of which Tenant has been provided notice and prior to the date the Premises or land associated therewith or any part thereof are listed for an in rem action with respect to the non-compliance with any applicable Law or Legal Requirement or non-payment of any costs related thereto or any writ or order is issued under which the Premises or any part thereof may be sold, forfeited or lost by reason of such non-compliance or non-payment; (iv) such protest or contest shall not subject Landlord to prosecution for a criminal offense or a claim for civil liability; and (v) no default shall have occurred and be continuing hereunder beyond any applicable notice and cure period. Pending the determination of any such protest or contest and provided all conditions set forth in the immediately preceding sentence are at all times satisfied, Tenant shall not be obligated to comply with the applicable Law or Legal Requirement which is being protested or contested in accordance with the immediately preceding sentence, if such non-compliance is permitted under applicable Law or Legal Requirement.

11. ACCESS TO PREMISES.

Upon reasonable notice to Tenant, and during Tenant’s business hours, Landlord and their respective employees, contractors, agents and representatives may enter onto the Premises to (i) show the Premises to purchasers and potential purchasers, and to mortgagees and potential mortgagees, or (ii) for the purpose of inspecting the Premises or performing any work which Landlord is required or permitted to perform under this Lease; provided, that, for purposes of subpart (ii) of this sentence, Landlord shall not be required to give notice prior to entry onto the Premises during the continuance of an Event of Default (hereinafter defined) or in the event of an emergency situation. Upon reasonable notice to Tenant, during the last six (6) months of the then-current Term, unless Tenant shall have exercised the next Renewal Option, Landlord also may enter onto the Premises to show the Premises to persons wishing to rent the same, and place notices offering the Premises “For Rent” or “For Sale” on the front of the Building. However, Landlord shall not place any such notices on or in any door or show window of the Building. No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation. Notwithstanding the foregoing, Tenant may designate one or more areas as a secure area based on the sensitive nature of the activities conducted in such portion of the Premises, and Landlord shall have no right of access thereto without being accompanied by Tenant’s designated representative except in the case of emergencies.

12. WAIVER OF SUBROGATION.

(a) Landlord and Tenant shall, subject to Section 12(b) below, procure an appropriate clause in, or endorsement to, each of the property insurance policies required to be maintained by it hereunder, pursuant to which the insurance company waives subrogation or consents to waiver of its right of recovery against the other party (notwithstanding any negligence of the other party or its agents). If a party fails to obtain such clause or endorsement or waiver of subrogation or consent to a waiver of the right of recovery, such party hereby agrees, to the extent the following covenant does not adversely affect such party’s insurance coverage, not to make any claim against or seek to recover from the other for any loss or damage of any kind or nature, subject to Section 12(c) below, to the extent the applicable loss or damage is covered by insurance the injured party is required to maintain hereunder or to the extent the injured party otherwise receives insurance proceeds for such loss or damage. For the avoidance of doubt, the parties

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acknowledge and agree that the release, discharge and covenant not to sue herein contained shall be limited by the terms and provisions of any waiver of subrogation clause or endorsement, or any clause or endorsement consenting to a waiver of right of recovery, and shall be co-extensive therewith.

(b) If either party hereto shall not be able to obtain such clause which is acceptable to the other party or endorsement on a particular policy which is acceptable to the other party or if the inclusion of such clause or endorsement would result in an increase in premium, then that party shall so notify the other party hereto at least fifteen (15) days prior to the date the policy is to take effect. The other party shall be obligated to pay the amount of any increase in premium resulting from the inclusion of such clause or endorsement, unless such other party notifies the party obtaining the insurance, within twenty (20) days following notice of the amount of such increase, that such other party declines to pay such increase, in which event the party obtaining the insurance may omit such clause or endorsement. If a party shall fail to give notice either of inability to obtain such clause or endorsement or notice of an increase in premium, then that party shall be deemed to have waived its right of recovery from the other party with respect to any loss or damage insured against by the policy with respect to which notice was not given as provided above.

(c) Landlord and Tenant understand that waivers of subrogation do not apply to injury and death to individuals. Landlord and Tenant shall each carry insurance, as provided in Section 32 of this Lease, in connection with injury and death to individuals. Landlord hereby agrees to indemnify and hold harmless Tenant from any liability which Tenant may otherwise have with respect to injury or death to individuals occurring upon the Premises to the extent that such injury or death is caused by the negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Tenant Party”) and is not covered by the insurance Landlord is required to carry under this Lease. Likewise, Tenant agrees to defend and hold harmless Landlord from any liability for injury or death to persons occurring upon the Premises except to the extent such injuries or death are caused by negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Landlord Party”) and is not covered by the insurance Tenant is required to carry under this Lease.

13. DAMAGE; DESTRUCTION.

(a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below.

(b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary

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deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant.

(c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

(d) Notwithstanding anything to the contrary contained herein, if at any time during the Term the Premises shall be damaged or destroyed to the extent that, in Landlord’s reasonable judgment, the Premises cannot be reconstructed within eighteen (18) months following the date such reconstruction is commenced, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by written notice to the other party in accordance with the provisions of this Section 13(d). Within forty-five (45) days after any damage or destruction described in this Section 13(d), Landlord shall either terminate this Lease or deliver notice to Tenant advising of Landlord’s election not to so terminate. If Tenant is so notified, but Landlord does not elect to terminate, Tenant may terminate this Lease as of the date of such damage or destruction by written notice to Landlord given within forty-five (45) days after receipt of Landlord’s notice. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13.

(e) [INTENTIONALLY OMITTED]

(f) If this Lease is terminated pursuant to this Sections 13, Landlord shall be entitled to retain any and all insurance proceeds arising out of the damage or destruction, except for any portion of the award specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures. Upon any termination, Tenant shall assign all of its rights to any insurance proceeds to which it is entitled (except any portion specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures) to Landlord and shall pay to Landlord the amount of any deductible under any insurance policy attributable to the casualty resulting in such termination.

(g) In the event of an insured casualty, the Fixed Rent during the period from the date of the damage or destruction until completion of Landlord’s restoration, repair, replacement or rebuilding shall be abated by an amount that is in the same ratio to the Fixed Rent as the rentable

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area of the Building rendered unusable for the permitted use hereunder bears to the total rentable area of the Building prior to the damage or destruction.

(h) Tenant hereby waives the provisions of Section 1932.2, and Section 1933.4, of the Civil Code of California, or any similar laws now or hereafter in effect, that would relieve the Tenant from any obligation to pay Rent under this Lease due to any damage or destruction. As used herein, “Rent” shall mean all Fixed Rent and Additional Rent due from Tenant hereunder.

14. CONDEMNATION.

(a) (i) if the entire Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof (any such event, a “Taking”) (ii) there is a Taking of less than the entire Premises and, as a result of such Taking, (A) (i) there remains no reasonable means of access to the Premises; or (ii) the remaining available parking is not sufficient to comply with Legal Requirements and Landlord fails to secure sufficient parking in the Premises to comply with Legal Requirements within a reasonable time period upon the occurrence of such noncompliance or (B) this Lease and all right, title and interest of Tenant hereunder shall cease and come to an end on the date of vesting of title pursuant to such Taking with respect to the Premises, and (iii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the date of such vesting.

(b) (i) if there is a Taking of less than the entire Premises or this Lease shall terminate as to the portion of the rentable area of the Premises so taken upon vesting of title pursuant to such Taking, and if, but only if, such Taking is so extensive that it renders the remaining rentable portion of the Premises unsuitable for the use being made of the Premises on the date immediately preceding such Taking, either Tenant or Landlord may terminate this Lease as to the remainder of the Premises by written notice to the other party not later than thirty (30) days after the date of such vesting, specifying as the date for termination a date not later than thirty (30) days after such notice. On the date specified in such notice; (i) the term of this Lease and all right, title and interest of Tenant hereunder shall cease, and (ii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the effective date of such termination.

(c) If there is a Taking of less than the entire Premises and the entire Lease is not terminated as provided in Section 14(b) above, this Lease shall terminate as to the rentable area of the Premises so taken upon vesting of title pursuant to such Taking. Upon such Taking, the Fixed Rent to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that the Fixed Rent to be paid by Tenant shall be in the ratio that the rentable area of the Building not so taken bears to the total rentable area of the Building prior to such Taking and Landlord shall use any available insurance proceeds to restore to the maximum extent reasonably feasible, the remaining portion of the Premises and Improvements to the condition of such Premises or Improvements immediately prior to such Taking. For purposes of this Section 14(c), the standard set forth in Section 13(b)(i)(a)-(c) above shall govern whether or not insurance proceeds are “available.” In addition, this provision shall not be construed as in any way requiring Landlord to repair or restore any trade fixtures, furnishings, equipment, or personal property of Tenant.

(d) If, during the twelve (12) months prior to the expiration of the Term, there is a Taking of any substantial portion of the rentable area of the Premises, both Landlord and Tenant shall have the option, exercisable by written notice to the other party given within thirty (30)

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days after such vesting of title, of terminating this Lease as of the date of vesting of title pursuant to the Taking.

(e) Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with any Taking, whether partial or total, and whether or not either Landlord or Tenant exercises any right it may have to terminate this Lease. Tenant shall have no claim against Landlord for any part of such sum paid by virtue of the Taking, whether or not attributable to the value of the unexpired term or this Lease. However, Tenant shall be entitled to petition the condemning authority for the following: (i) the then unamortized value of any alterations paid for by Tenant; (ii) the value of Tenant’s trade fixtures; and (iii) Tenant’s relocation costs.

(f) Notwithstanding anything to the contrary contained in this Section 14, if there is a Taking of any part of the Premises during the Term which shall be temporary in nature, this Lease shall be and remain unaffected by such Taking and Tenant shall continue to pay in full all Fixed Rent and Additional Rent payable hereunder by Tenant during the Term. In such event, Tenant shall be entitled to receive that portion of any award which represents compensation for the use or occupancy of the Premises during the affected portion of the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. Notwithstanding the foregoing, if Landlord or Tenant determines in its reasonable judgment that any Taking of any part of the Premises which is reasonably anticipated to be temporary in nature shall continue until the end of the Term, either party may elect to terminate this Lease by written notice to the other party within thirty (30) days after Landlord has made such determination and delivered written notice thereof to Tenant, and Landlord shall be entitled to receive the entire award for the Taking, except for that portion which represents compensation for the use or occupancy of the Premises during the period of time prior to such termination.

(g) Tenant understands and agrees that the provisions of this Section 14 are intended to govern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, Tenant hereby waives any right to terminate this Lease in whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

15. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.

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(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.

(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.

(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the

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Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.

(e) If Tenant is a partnership, limited liability company, or other entity, any transaction or series of transactions resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 15, (including all consent requirements). If Tenant is a corporation, any one or connected series of related stock transactions which would result in direct or indirect change in the control of Tenant or in the ownership by the stockholders or an affiliated group of stockholders of fifty-one percent (51%) or more of the outstanding stock as of the date of the execution and delivery of this Lease shall be considered a voluntary assignment of this Lease subject to the provisions of this Section 15 (including all consent requirements). Notwithstanding the foregoing, this paragraph shall not apply to corporations the stock of which is traded through an exchange or over the counter.

(f) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease, occupancy, or other license agreement of any portion of the Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

(g) Intentionally Omitted.

16. ALTERATIONS.

(a) Tenant may, but is not obligated to, make alterations, changes, additions, improvements, reconstructions or replacements of any part of the Building (“alterations”), other than those which would (i) result in a diminution of more than a de minimis amount in the value of the Building (or any part thereof); (ii) affect any structural components of the Premises; (iii) cause a reduction (other than temporary) in the functioning of the Utility Infrastructure, mechanical, electrical, life safety, elevator, plumbing, HVAC telecommunications, or other systems of the Premises; or (iv) be visible from the exterior of the Building (the alterations described in subsections (i) – (iv) shall be referred to collectively as, the “Restricted Alterations”). Tenant shall obtain the prior written consent of Landlord to any Restricted Alteration, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord.

(b) Tenant shall do all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days (by payment or by filing the necessary bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises and/or Landlord’s interest therein, arising out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the Premises. Notwithstanding the foregoing, all liens filed by a contractor, subcontractor, materialman or laborer of Landlord shall be the responsibility of Landlord, and Tenant shall have no responsibility for the discharge of the same.

(c) At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is

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permitted to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises as a data center by Tenant or otherwise have a material adverse effect on the ability to use the Premises as a data center by Tenant.

(d) Tenant agrees that in connection with any alteration (including any Restricted Alteration): (i) neither the fair market value of the Premises as a whole nor any of the Utility Infrastructure or the Critical Fixtures and Equipment may be materially lessened after the completion of any such alteration, nor may the structural integrity of the Premises be impaired; (ii) the alteration and any alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Building by more than ten percent (10%); (iii) all such alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iv) Tenant shall promptly pay all costs and expenses of any such alteration (except those subject to good faith challenge); (v) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (vi) all alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the alterations. Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with the review of any such plans and specifications, or which Landlord and Tenant agree merits supervision by Landlord.

17. SIGNS.

At Tenant’s sole cost, Tenant may install, replace, relocate and maintain and repair in and on the Building, such signs, awnings, lighting effects and fixtures as may be used from time to time by Tenant (collectively, “Signs”). At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for Tenant’s Signs. All Signs of Tenant shall comply with Laws and Legal Requirements.

18. PYLON SIGN.

If permitted by Laws and Legal Requirements, Tenant, at its sole cost, may: install, replace, relocate and maintain its Sign on any pylon sign structure located on the Premises; and, if no such pylon sign structure shall exist, construct its own pylon structure and install its Sign thereon. At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications) in obtaining any necessary permits, variances and consents for any pylon Sign and/or structure.

19. SURRENDER.

At the expiration or other termination of this Lease, Tenant shall surrender the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, including, without limitation, the Critical Fixtures and Equipment identified on Schedule 4 hereto, to Landlord in as good order and condition as they were at the commencement of the Term or may be put in thereafter in accordance with this Lease and reasonable wear and tear and damage to the Premises by casualty or condemnation of the Premises excepted. For the avoidance of doubt, the parties acknowledge and agree that all Utility Infrastructure and Critical

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Fixtures and Equipment shall remain upon and be surrendered with the Premises as a part thereof at the termination or other expiration of the Term. All alterations, except Tenant furniture, trade fixtures, satellite communications dish and equipment, computer and other similar moveable equipment brought onto the Premises after the Lease Commencement Date (“trade fixtures”), shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof expiration or other termination of the Term. Notwithstanding the foregoing, in the event Landlord provides Tenant notice, at the time Landlord approves a Restricted Alteration, that such alteration will be subject to removal upon the expiration or other termination of the Term, or, with respect to any other type of alteration, provides Tenant notice during the Term, that such alteration will be subject to removal upon the expiration or other termination of the Term, then Tenant shall remove, at its sole cost and expense, the applicable alteration(s), as directed by Landlord. At the expiration or other termination of the Term, Tenant shall additionally remove its trade fixtures and other personal property, as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by any of its removal work in connection with this Section 19. Alterations, trade fixtures and personal property of Tenant not so removed at the end of the Term or within thirty (30) days after the expiration or other termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such alterations and other property to be removed from the Premises. The reasonable cost of removing and disposing of any and all such alterations and property and repairing any damage to any of the Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any alterations or other property which becomes the property of Landlord as a result of such expiration or other termination. The provisions of this Section 19 shall survive the expiration or other termination of this Lease.

At any time during the Term, Tenant may remove the trade fixtures as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by such removal and restore the affected area of the Premises to the condition existing immediately prior to such removal.

20. SUBORDINATION OF LEASE.

(a) This Lease shall be subject and subordinate to any Mortgage and to all advances made upon the security thereof, provided that Lender shall execute and deliver to Tenant an agreement substantially in the form attached as Exhibit D hereto (“SNDA Agreement”), providing that Lender recognizes this Lease and agrees to not disturb Tenant’s possession of the Premises in the event of foreclosure if Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of an SNDA Agreement, to execute such SNDA Agreement and such further reasonable instrument(s) as may be necessary to so subordinate this Lease. The term “Mortgage” shall include any mortgages, deeds of trust or any other similar hypothecations on the Premises securing a Lender’s Loan, regardless of whether or not such Mortgage is recorded. For the avoidance of doubt, the parties acknowledge and agree that the term “Lender” shall refer to any current Lender and future Lender, and the term “Loan” shall refer to any current Loan and future Loan.

(b) Provided that Lender has entered into an SNDA Agreement, Tenant agrees to attorn, from time to time, to Lender, and to any purchaser of the Premises, for the remainder of the Term, provided that Lender or such purchaser shall then be entitled to possession of the Premises, subject to the provisions of this Lease. This subsection shall inure to the benefit of

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Lender or such purchaser, shall apply notwithstanding that, as a matter of Law, this Lease may terminate upon the foreclosure of the Mortgage (in which event the parties shall execute a new lease for the remainder of the Term containing the provisions of this Lease), shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Each such party shall however, upon demand of the other, execute instruments in confirmation of the foregoing provisions reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment and setting forth the terms and conditions hereof.

(c) Tenant hereby consents to any collateral assignment of this Lease by Landlord to or for the benefit of any Lender. Without limitation of the preceding sentence, Tenant hereby specifically consents to any Assignment of Lease and Rents executed by Landlord to and for the benefit of the Lender named herein.

21. LANDLORD DEFAULT.

Without limiting Tenant’s rights set forth elsewhere in this Lease, if Landlord shall fail to fulfill any covenant or provision of this Lease on its part to be performed and shall fail to remedy such failure within thirty (30) days after Tenant shall have given Landlord written notice of such failure (or, if such failure cannot reasonably be cured within such thirty (30)-day period, Landlord shall be permitted such longer period of time (not to exceed an additional ninety (90) days) as is reasonably necessary provided that Landlord shall have commenced a cure within such 30-day period and continues thereafter to diligently pursue such cure), then the same shall be an event of default and Landlord shall indemnify Tenant for all costs and expenses incurred to remedy such default. Tenant shall have all rights, powers and remedies available at law or equity, recognizing, however, that it is the parties’ intention and agreement that the covenants of Tenant hereunder (including those to pay Rent) are independent covenants.

22. UTILITIES.

Tenant agrees to timely pay for all utilities consumed by it in the Premises, prior to delinquency.

23. TENANT DEFAULT.

(a) Any of the following occurrences or acts shall constitute an “Event of Default” (herein so called) under this Lease: if (i) Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of ten (10) days after Landlord notifies Tenant in writing of such failure (each an “Installment Default Notice”); or if, within a twelve (12) month period following delivery of not less than two (2) Installment Default Notices by Landlord, Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of five (5) days or (ii) Tenant shall default in the payment when due of any installment of Additional Rent payable hereunder and such default shall continue for ten (10) days after notice of such default is sent to Tenant by Landlord (or Lender); or (iii) the failure by Tenant to maintain insurance as required under this Lease; or (iv) Tenant shall default in fulfilling any of the other covenants, agreements or obligations of this Lease, and such default shall continue for more than thirty (30) days after written notice thereof from Landlord (or Lender) specifying such default, provided, that if Tenant has commenced to cure a default described in subparagraph (iv)

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above within said thirty (30) days, and thereafter is in good faith diligently prosecuting same to completion and such default is of a nature such that it cannot be cured within such thirty (30) day period, said thirty (30) day period shall be extended, for a reasonable time (not to exceed an additional ninety (90) days) or, with respect to a breach of Tenant’s obligations under Section 40 of this Part II, such longer period as may reasonably be necessary to cure such default so long as (A) Tenant delivers to Landlord a certificate of a qualified environmental remediation specialist that such default could not be cured within such one hundred eighty (180) days but is curable, and (B) Tenant is in good faith diligently prosecuting such cure to completion) where, due to the nature of a default, it is unable to be completely cured within thirty (30) days; or (v) any execution or attachment shall be issued against Tenant or any of its property whereby the Premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant, and the same shall not be bonded, dismissed, or discharged as promptly as possible under the circumstances; or (vi) Tenant or Guarantor (A) shall make any assignment or other similar act for the benefit of creditors, (B) shall file a petition or take any other action seeking relief under any state or federal insolvency or bankruptcy Laws, or (C) shall have an involuntary petition or any other action filed against either of them under any state or federal insolvency or bankruptcy Laws which petition or other action is not vacated or dismissed within sixty (60) days after the commencement thereof; or (vii) the estate or interest of Tenant in the Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred and such process shall not be vacated or discharged within sixty (60) days after such levy or attachment; or (viii) the Guarantor’s guaranty of Tenant’s obligations under this Lease is terminated for any reason, or the Guarantor asserts in any pleading or judicial or administrative proceeding that such guaranty is void or unenforceable or that Guarantor is not liable thereunder; or (ix) any material representation or warranty made by Tenant or Guarantor to Landlord or the Lender herein or in any document delivered pursuant to this Lease is misleading or false in material respect when made, or (x) a default beyond applicable notice and cure periods shall occur in the fulfillment of any of the covenants, agreements or obligations of the tenant under any of the Related Leases and the premises demised thereby are then owned by the entity that is Landlord on the Lease Commencement Date or by one of its Affiliates.

(b) If an Event of Default shall have occurred and be continuing, Landlord shall be entitled to all remedies available at law or in equity. Without limiting the foregoing, Landlord shall have the right to give Tenant notice of Landlord’s termination of the Term of this Lease. Upon the giving of such notice, the Term of this Lease and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as hereinafter provided.

(c) If an Event of Default shall have occurred and be continuing, Landlord shall have the immediate right, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, to re-enter and repossess the Premises and the right to remove all persons and property therefrom by summary proceedings, ejectment, any other legal action or in any lawful manner Landlord determines to be necessary or desirable. Landlord shall be under no liability by reason of any such reentry, repossession or removal. No such re-entry, repossession or removal shall be construed as an election by Landlord to terminate this Lease unless a notice of such termination is given to Tenant pursuant to Section 23(b) of this Part II.

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(d) At any time or from time to time after a re-entry, repossession or removal pursuant to Section 23(c) of this Part II, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, Landlord may (but, except to the extent expressly required by any applicable Law, shall be under no obligation to) relet the Premises for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions and for such uses as Landlord, in its absolute discretion, may determine. Landlord may collect any rents payable by reason of such reletting. Landlord shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting, provided, however, that Landlord agrees to use reasonable efforts to relet the Premises for such rent and upon such terms as are not unreasonable under the circumstances, and if the full rental provided herein plus the reasonable costs, expenses and damages hereafter described shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord, including, without limitation, deficiency in base rent and additional rent, reasonable attorney’s fees, brokerage fees, and the expenses of placing the Premises in rentable condition.

(e) No expiration or termination of the Term of this Lease pursuant to Section 23(b) of this Part II, by operation of law or otherwise, and no re-entry, repossession or removal pursuant to Section 23(c) of this Part II or otherwise, and no reletting of the Premises pursuant to Section 23(d) of this Part II or otherwise, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re-entry, repossession, removal or reletting.

(f) In the event of any expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord all Fixed Rent, Additional Rent and other sums required to be paid by Tenant, in each case together with interest thereon at the Lease Default Rate from the due date thereof to and including the date of such expiration, termination, re-entry, repossession or removal; and thereafter, Tenant shall, until the end of what would have been the Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal and whether or not the Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages: (i) all Fixed Rent, Additional Rent and other sums which would be payable under this Lease by Tenant in the absence of any such expiration, termination, re-entry, repossession or removal, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to Section 23(d) of this Part II, after deducting from such proceeds all reasonable expenses of Landlord in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses (including, without limitation, fees and expenses of appellate proceedings), alteration costs and expenses of preparation for such reletting. Tenant shall pay such liquidated and agreed current damages on the dates on which Fixed Rent would be payable under this Lease in the absence of such expiration, termination, re-entry, repossession or removal, and Landlord shall be entitled to recover the same from Tenant on each such date.

At any time after any such expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property thereon by reason of the occurrence of an Event of Default, whether or not Landlord shall have collected any liquidated and agreed current damages pursuant to Section 23(f) of this Part II, Landlord shall be

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entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default and in lieu of all liquidated and agreed current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the sum of (i) the excess, if any of (A) the aggregate of all Fixed Rent and Additional Rent which would be payable under this Lease, in each case from the date of such demand (or, if it be earlier, the date to which Tenant shall have satisfied in full its obligations under Section 23(f) of this Part II to pay liquidated and agreed current damages) for what would be the then-unexpired Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal, discounted at the rate equal to the then rate on U.S. Treasury obligations of comparable maturity to such Term (the “Treasury Rate”), but in no event greater than the non-default rate of interest for the Loan (such lower rate being referred to as the “Discount Rate”) over (B) the amount of such rental loss that Tenant proves could be reasonably avoided by commercially reasonable mitigation efforts by Landlord, discounted at the Discount Rate for the same period, plus (ii) all reasonable legal fees and other costs and expenses incurred by Landlord as a result of Tenant’s default under this Lease. If any Law shall limit the amount of liquidated final damages to less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such Law.

(g) Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy at law or in equity, including the right of injunction. Tenant waives any rights of redemption granted by any Laws if Tenant is evicted or dispossessed, for any cause, or if Landlord obtains possession of the Premises by reason of the violation by Tenant of any of the terms of this Lease. In addition, Tenant, on its own behalf and for its legal representatives, successors and assigns, and on behalf of all persons claiming through or under this Lease, together with creditors of all classes, and all other persons having an interest therein, does hereby waive, surrender and give up all right or privilege which it may or might have by reason of any present or future Law or decision, to redeem the Premises or have a continuance of this Lease for any part of the Term hereof after having been dispossessed or ejected therefrom by process of law or otherwise.

(h) In addition to the foregoing remedies set forth in this Section 23 and all other remedies available at law or in equity, and regardless of whether or not an Event of Default has occurred under this Lease, if Tenant has failed to perform any of its duties, obligations, covenants or agreements under this Lease, Landlord may give notice to Tenant that it has failed to perform any such duty, obligation, covenant or agreement (herein called a “Notice of Breach”) and may thereafter pursue any rights or remedies available to it at law or in equity including, without limitation, filing a suit for damages as a result of such breach or a suit for specific performance of any such duties, obligations, covenants or agreements. Any Notice of Breach delivered under this Section 23(h) or any such rights or remedies pursued by Landlord shall not be deemed to be a notice of default under any provision of this Section 23 and shall not result, with or without the passage of time, in an Event of Default existing under this Lease; provided, that the delivery of any such Notice of Breach shall not limit Landlord’s right (which right will not be exercised without the consent of Lender so long as the Premises are subject to a Mortgage which requires Lender’s consent for the exercise thereof) to subsequently deliver notice (with respect to the same event or condition which is the subject of such Notice of Breach or any other event or condition) which will declare or, with the passage of time, result in an Event of Default hereunder.

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24. LANDLORD ASSIGNMENT OF WARRANTIES.

Landlord assigns to Tenant, without recourse or warranty whatsoever, all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder with respect to the Premises, including, but not limited to, any rights and remedies existing under contract or pursuant to the Uniform Commercial Code (collectively, the “guaranties”). Such assignment shall remain in effect during the Term. Landlord hereby agrees to execute and deliver at Tenant’s expense such further documents, including powers of attorney (which shall contain indemnity agreements from Tenant to Landlord which shall be in form reasonably satisfactory to Landlord), as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment of guaranties effected or intended to be effected by this Article. Upon the occurrence of a termination of this Lease, the guaranties shall automatically revert to Landlord.

25. RENT PAYMENTS.

If Landlord’s interest in this Lease shall pass to another, or if the Fixed Rent or Additional Rent hereunder shall be assigned, or if a party, other than Landlord, shall become entitled to collect the Fixed Rent or Additional Rent due hereunder, then notice thereof shall be given to Tenant and Guarantor by Landlord in writing, or, if Landlord is an individual and shall have died or become incapacitated, by Landlord’s legal representative, accompanied by due proof of the appointment of such legal representative; provided, that if Fixed Rent is then being paid to Lender, then notwithstanding such notice from Landlord, Tenant shall continue to pay Fixed Rent to Lender until it receives contrary notice from Lender. Until such notice and proof shall be received by Tenant, Tenant may continue to pay the rent due hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid, and each such payment shall fully discharge Tenant with respect to such payment.

Tenant shall not be obligated to recognize any agent for the collection of rent or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be given to Tenant by the one appointing such agent.

26. HOLDOVER.

If Tenant shall hold over after the expiration date of the Term, or if Tenant shall hold over after the date specified in any termination notice given by Tenant under Section 13(d) or 14(b) of this Part II, then, in either such event, Tenant shall be a month-to-month Tenant on the same terms as herein provided, except that the monthly Fixed Rent will be 1.25 times the average monthly Fixed Rent payable by Tenant during the Initial Term or, if applicable, during the Extension Period immediately preceding such holdover period.

27. NOTICES.

Whenever, pursuant to this Lease, notice or demand shall or may be given to either of the parties (including Lender) by the other, and whenever either of the parties shall desire to give to the other any notice or demand with respect to this Lease or the Premises, each such notice or demand shall be in writing, and any Laws to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served as follows: by mailing the same to the

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other party by registered or certified mail, return receipt requested, or by delivery by nationally recognized overnight courier service provided a receipt is required, at its Notice Address set forth in Part I hereof, or at such other address as either party may from time to time designate by notice given to the other. The date of receipt of the notice or demand shall be deemed the date of the service thereof (unless delivery of the notice or demand is refused or rejected, in which case the date of such refusal or rejection shall be deemed the date of service thereof).

28. INDEMNITY.

(a) Tenant covenants and agrees to indemnify Landlord, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from, and defend same against any and all claims, losses, costs, damages, expenses, or liabilities (collectively, “Claims”), including, without limitation, reasonable attorneys’ fees and costs of defense, to the extent arising in connection with (i) any injury or damage to any person or property occurring on or about the Premises, (ii) any default by Tenant hereunder, (iii) any Planned Use Violation, or (iv) any negligence or willful misconduct of Tenant or its subtenants or agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Tenant; excluding, however, in each subparagraph (i)-(iv) above, any Claims to the extent caused by the negligence or willful misconduct of Landlord or its servants, employees, contractors or agents or any breach by Landlord of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(b) Landlord covenants and agrees to indemnify and hold harmless Tenant, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from and defend same against any and all Claims, including, without limitation, reasonable attorneys’ fees and costs to the extent arising in connection with (i) any breach by Landlord hereunder, or (ii) any negligence or willful misconduct of Landlord or its agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Landlord; excluding, however, in each subparagraph (i)-(ii) above, any Claims to the extent caused by the negligence or willful misconduct of Tenant or its servants, employees, contractors or agents or any breach by Tenant of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(c) Tenant shall pay to Landlord as Additional Rent and Landlord shall pay to Tenant, within thirty (30) days after submission by either party to the other of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 28.

29. TENANT TO COMPLY WITH MATTERS OF RECORD.

Tenant agrees to perform all obligations of Landlord and pay all expenses which Landlord or Tenant may be required to pay in accordance with, and to comply and cause the Premises to comply in all respects with all of the terms and conditions of, any reciprocal easement agreement or any other agreement or document of record now affecting the Premises (including, without limitation, those matters described on Exhibit B hereto) or hereafter executed with Tenant’s written consent (herein referred to collectively as the “Matters of Record”) during the Term.

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30. OBLIGATIONS TO MODIFY EASEMENTS.

Landlord agrees, and its Lender, by accepting an assignment of this Lease, agrees, that if no Event of Default shall have occurred and be continuing, then upon request by Tenant (and only after all documentation required by Landlord to consummate the relevant transaction shall have been provided to Landlord), (i) to enter into or modify with Tenant, at Tenant’s expense, such easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as Tenant may desire for the operation of the Premises (collectively, “Easements”) or (ii) to dedicate or transfer, at Tenant’s expense, minor non-essential unimproved portions of the Premises for road, highway or other public purposes to the extent such dedications or transfers are consistent with commercially reasonable development of the Premises (the “Dedications”); provided, that Landlord and Lender shall be obligated to take any such action only if (a) any such Easements or Dedications do not adversely affect the value of the Premises (or do not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Easements or Dedications) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property, (b) any such Easements or Dedications do not materially impair Tenant’s use or operation of the Premises and is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises, (c) Tenant advises Landlord of the amount of the consideration, if any, being paid for such Easements or Dedications and that Tenant considers the consideration, if any, being paid for such Easements or Dedications to be fair and adequate, (d) for so long as this Lease is in effect, Tenant will perform all obligations, if any, of Landlord under the applicable instrument and Tenant will remain obligated under this Lease in accordance with its terms, and (e) Tenant pays all out-of-pocket costs and expenses incurred by Landlord and Lender, including, without limitation, title bring-down and insurance costs, in connection with said Easements or Dedications including, without limitation, reasonable attorneys’ fees, all of which (items (a)—(e) above) Tenant shall certify to Lender and Landlord in writing (in the form of Schedule 3 to this Lease) at the time the request is made for such Easements or Dedications. Tenant’s request shall also include (i) the authorized undertaking of Tenant and Guarantor, in form and substance reasonably satisfactory to Landlord, to the effect that Tenant and Guarantor will remain obligated hereunder and under the Guarantor’s guaranty of this Lease to the same extent as if such Easements or Dedications had not been made, (ii) confirmation of the lien priority of the Mortgage and such instruments, certificates, surveys, title insurance policy endorsements and opinions of counsel reasonably acceptable to Landlord or its Lender as Landlord or its Lender may reasonably request, and (iii) a letter from a qualified appraiser reasonably acceptable to Landlord and Lender addressed to Landlord and its Lender establishing that the requirement of subpart (a) of the first sentence of this Section 30 has been satisfied, and that the Easements or Dedications are not estimated to reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord therefor.

31. TAXES.

(a) Subject to the provisions hereof relating to contests, Tenant shall pay and discharge, before any interest or penalties are due thereon, all of the following taxes, charges, assessments, levies and other items (collectively, “tax” or “taxes”), even if unforeseen or extraordinary, which are imposed or assessed prior to the Lease Commencement Date or on or subsequent to the Lease Commencement Date during the Term, regardless of whether payment

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thereof is due prior to, during or after the Term: all taxes of every kind and nature (including, without limitation, real, ad valorem and personal property), on or with respect to the Premises (including, without limitation, any taxes assessed against Landlord’s reversionary estate in the Premises or in connection with the Utility Infrastructure or Critical Fixtures and Equipment), the Fixed Rent or Additional Rent payable hereunder, this Lease or the leasehold estate created hereby; all charges and/or assessments for any easement or agreement maintained for the benefit of the Premises; and all general and special assessments, levies, water and sewer assessments and other utility charges, use charges and rents and all other public charges and/or taxes whether of a like or different nature. Landlord shall promptly deliver to Tenant any bill or invoice Landlord receives with respect to any tax; provided, that the Landlord’s failure to deliver any such bill or invoice shall not limit Tenant’s obligation to pay such tax. Landlord agrees to cooperate with Tenant to enable Tenant to receive tax bills directly from the respective taxing authorities. Nothing herein shall obligate Tenant to pay, and the term “taxes” shall exclude (unless the taxes referred to in clauses (i) and (ii) below are in lieu of or a substitute for any other tax or assessment upon or with respect to any of the Premises which, if such other tax or assessment were in effect on the Lease Commencement Date, would be payable by Tenant hereunder or by Law), federal, state or local (i) franchise, capital stock or similar taxes, if any, of Landlord, (ii) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by Landlord’s net income, (iii) any estate, inheritance, succession, gift, capital levy or similar taxes of Landlord, (iv) taxes imposed upon Landlord under Section 59A of the Internal Revenue Code of 1986, as amended, or any similar state, local, foreign or successor provision, (v) any amounts paid by Landlord pursuant to the Federal Insurance Contribution Act (commonly referred to as FICA), the Federal Unemployment Tax Act (commonly referred to as FUTA), or any analogous state unemployment tax act, or any other payroll related taxes, including, but not limited to, any required withholdings relating to wages, (vi) except as otherwise provided in Section 14(d) of this Part II, any taxes in connection with the transfer or other disposition of any interest, other than Tenant’s (or any person claiming under Tenant), in the Premises or this Lease, to any person or entity, including, but not limited to, any transfer, capital gains, sales, gross receipts, value added, income, stamp, real property gains or withholding tax, and (vii) any interest, penalties, professional fees or other charges relating to any item listed in clauses (i) through (vi) above; provided, further, that Tenant is not responsible for making any additional payments in excess of amounts which would have otherwise been due, as tax or otherwise, but for a withholding requirement which relates to the particular payment and such withholding is in respect to or in lieu of a tax which Tenant is not obligated to pay; and provided, further, that if at any time during the Term of this Lease, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a tax upon the value of the Premises or any present or future improvement or improvements on the Premises, including any tax which uses rents received from Tenant as a means to derive value of the property subject to such tax, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant, but only to the extent that such levies or taxes would be payable if the Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided. In the event that any assessment against the Premises is payable in installments, Tenant may pay such assessment in installments; and in such event, Tenant shall be liable only for those installments which become due and payable prior to or during the Term, or which are appropriately allocated to the Term even if due and payable after the Term. Tenant shall deliver, or cause to be delivered, to Landlord, promptly upon Landlord’s written request, evidence satisfactory to Landlord that the taxes required to be paid pursuant to this Section 31 have been so paid and are not then delinquent.

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(b) After prior written notice to Landlord, at Tenant’s sole cost, Tenant may contest (including seeking an abatement or reduction of) in good faith any taxes agreed to be paid hereunder; provided, that (i) Tenant first shall satisfy any Legal Requirements, including, if required, that the taxes be paid in full before being contested, (ii) no Event of Default has occurred and is continuing, and (iii) failing to pay such taxes will not subject Landlord or Lender to criminal penalties or fines or to prosecution for a crime, or result in the sale, forfeiture or loss of any portion of the Premises, the Fixed Rent or any Additional Rent. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and shall indemnify, defend and hold Landlord and Lender and all other Indemnified Parties harmless against any and all losses, judgments, decrees and costs (including, without limitation, all reasonable attorneys’ fees and expenses) in connection with any such contest and shall promptly, after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. At Tenant’s sole cost, Landlord shall assist Tenant as reasonably necessary with respect to any such contest, including joining in and signing applications or pleadings. Any rebate applicable to any portion of the Term shall belong to Tenant.

(c) In the event a refund of Taxes is obtained and actually paid to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any unrecouped, out-of-pocket expenses or losses in connection with obtaining such refund) to the next installment(s) of Fixed Rent. If such refund is received after the end of the Term and relates to periods during the Term, Landlord shall remit such refund to Tenant within thirty (30) days after receipt. This provision shall survive the expiration or other termination of this Lease.

32. INSURANCE.

(a) Landlord shall maintain, at Tenant’s cost and expense, with all premiums therefor and deductibles due in connection therewith constituting Additional Rent, All-Risk insurance for the Premises in an amount equal to no less than one hundred percent (100%) of the replacement value of the Building, all of Tenant’s alterations and improvements of which Landlord has notice, and Landlord’s personal property including its furniture, fixtures and equipment, which shall also include loss of rent coverage (also known as rental income coverage, earthquake coverage, flood coverage and shall be subject to commercially reasonable deductibles, in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by “All Risk” policies carried by landlords of comparable buildings in the vicinity of the Building. Landlord shall also obtain and keep in full force, at Tenant’s cost and expense, a policy of commercial general liability in amounts and with deductibles comparable to the insurance being carried by landlords of other comparable quality buildings in the vicinity of the Building. Landlord may obtain, but shall have no obligation to do so, at Landlord’s cost and expense, environmental insurance sufficient to cover Environmental Claims for pre-existing conditions in the Premises prior to the Lease Commencement Date.

(b) Tenant also shall maintain General Liability coverage (including but not limited to personal injury, broad form contractual liability, owner’s (i.e., Tenant’s) contractors, protective and broad form property damage). The minimum limits of liability shall be a

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combined single limit with respect to each occurrence of not less than [***]. The policy shall be primary coverage for Tenant and Landlord for any liability arising out of Tenant’s and Tenant’s employees’ use, occupancy or maintenance of the Premises and all areas appurtenant thereto. The policy shall contain a severability of interest clause. Not more frequently than once in any three (3) year period, if, in the opinion of the insurance consultant retained by Landlord, at Landlord’s sole cost and expense, the amount of public liability and property damage insurance coverage at the time is not substantially equivalent to that customarily carried by landlords of comparable buildings in the vicinity of the Building, Tenant shall increase the insurance coverage as reasonably required by Landlord’s insurance consultant; provided however, that in no event shall any such insurance coverage be increased in excess of that which is from time to time being required by comparable landlords of comparable tenants leasing comparable amounts of space in other comparable buildings in the vicinity of the Building.

(c) At all times when any construction is in progress, Tenant shall maintain or cause to be maintained by its contractors and subcontractors with such companies reasonably approved by Landlord, builder’s risk insurance, completed value form, covering all physical loss, in an amount reasonably satisfactory to Landlord.

(d) Any insurance maintained by Tenant pursuant to this Section 32 shall name Landlord as additional insured parties and/or as loss payees, as appropriate.

(e) [INTENTIONALLY OMITTED]

(f) Tenant may carry such All-Risk Property Insurance on their own personal property and General Liability insurance by way of a Package and Umbrella Policy, or any equivalent thereof.

(g) Tenant may carry leased General Liability insurance covering the Premises and other locations of Tenant and/or of Tenant’s affiliates and Tenant may maintain the required limits in the form of excess and/or umbrella policies, provided that the other requirements set forth herein have been satisfied.

(h) Tenant at its cost shall maintain on all of its personal property in, on, or about the Premises, an “All Risk” property policy including coverage for earthquake and sprinkler leakage and containing an agreed amount endorsement in an amount not less than one hundred percent (100%) of the full replacement cost valuation.

(i) Tenant shall maintain Workers’ Compensation insurance as required by law [and Employer’s Liability insurance in an amount not less than [***].]

(j) All insurance coverage required to be carried hereunder shall be carried with insurance companies licensed to do business in the state in which the Premises is located and which have a claims paying ability rating of “A” or better by S&P and a rating of “A2” or better by Moody’s, and shall require the insured’s insurance carrier to notify the Landlord and Lender at least thirty (30) days prior to any cancellation of such insurance. Notwithstanding the foregoing, Tenant may carry insurance with companies which are affiliated with Tenant (and do not meet the requirements herein) provided such insurance provided by such companies shall not exceed the deductible or self insurance limitations herein.

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The insurance policies shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. If said insurance or part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord and Lender. All insurance required to be carried by Tenant hereunder shall be primarily in respect of the acts of Tenant and all liability insurance required to be maintained by Landlord shall be primary in respect of the acts of Landlord.

(k) During such time as (i) the tangible net worth of Guarantor, as determined in accordance with generally accepted accounting principles consistently applied, shall be not less than the product of (A) [***] times (B) the CPI Factor, and (ii) Guarantor’s long-term unsecured debt is rated at least “A-“ by S&P and “A2 “ by Moody’s, Tenant may self-insure the coverage referred to in this Section 32, provided that such self insurance program does not violate any Laws. Tenant shall provide Landlord with annual certificates indicating its decision to self-insure hereunder.

(l) Each insurance policy referred to above to the extent applicable, contains standard non-contributory mortgagee clauses in favor of Lender and shall provide that it may not be canceled except after thirty (30) days prior notice to Landlord.

(m) Tenant shall pay all premiums for the insurance required by this Section 32 as they become due, and shall renew or replace each policy, and shall deliver to Landlord and Lender a certificate or other evidence of the then existing policy and each renewal or replacement policy, not less than fifteen (15) days prior to the expiration of such policy (together with a certificate of a responsible officer of Tenant or Guarantor that the insurance maintained by Tenant with respect to the Premises is in compliance with the requirements of this Section 32 of Part II of this Lease). In the event of Tenant’s failure to comply with any of the foregoing requirements, Landlord shall be entitled to procure such insurance. Any sums so expended by Landlord, together with interest thereon from the date paid at the Lease Default Rate, shall be Additional Rent and shall be repaid by Tenant to Landlord, if accompanied by an invoice or other supporting documentation, within five days of receipt of written demand therefor by Landlord.

33. LANDLORD EXCULPATION.

Anything contained herein to the contrary notwithstanding, any claim based upon liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Premises and shall not be enforced against the Landlord individually or personally other than with respect to fraud or the misappropriation of insurance or condemnation proceeds. In no event shall any partner, shareholder, trustee, manager, member, beneficial owner, officer, director or other owner or agent of Landlord have any liability under this Lease.

34. LANDLORD’S TITLE.

The Premises are demised and let subject to the Permitted Encumbrances without representation or warranty by Landlord, except as herein expressly provided. The recital of the Permitted Encumbrances herein shall not be construed as a revival of any Permitted Encumbrance which has expired.

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35. QUIET ENJOYMENT.

Landlord warrants and agrees that Tenant, on paying the Fixed Rent, Additional Rent and other charges due hereunder and performing all of Tenant’s other obligations pursuant to this Lease, shall and may peaceably and quietly have, hold, and enjoy the Premises for the full Term, free from molestation, eviction, or disturbance by Landlord or by any other person(s) lawfully claiming by, through or under Landlord, subject, however, to the Permitted Encumbrances. Any failure by Landlord to comply with the foregoing warranty shall not give Tenant any right to cancel or terminate this Lease, or to abate, reduce or make deduction from or offset against any Fixed Rent, Additional Rent or other sum payable under this Lease, or to fail to perform or observe any other covenant, agreement or obligation hereunder.

36. [INTENTIONALLY OMITTED]

37. BROKER.

Landlord and Tenant each represent and warrant that it has had no dealings or conversations with any real estate broker in connection with the negotiation and execution of this Lease. LANDLORD AND TENANT EACH AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER AGAINST ALL LIABILITIES ARISING FROM ANY CLAIM OF ANY REAL ESTATE BROKERS, INCLUDING COST OF REASONABLE COUNSEL FEES, RESULTING FROM THEIR RESPECTIVE ACTS. IN THE EVENT OF ANY BREACH OF LANDLORD’S REPRESENTATIONS UNDER THIS SECTION 37 OR ANY CLAIM BY TENANT AGAINST LANDLORD FOR ANY INDEMNITY UNDER THIS SECTION 37, TENANT SHALL HAVE NO RIGHT TO ABATE OR DEFER ANY PAYMENT OF ANY FIXED RENT, ADDITIONAL RENT AND/OR OTHER AMOUNTS DUE UNDER THIS LEASE, OR TO EXERCISE ANY RIGHTS OF OFFSET WITH RESPECT THERETO, AND TENANT HEREBY EXPRESSLY WAIVES ANY SUCH RIGHTS THAT MAY EXIST AT LAW, IN EQUITY OR OTHERWISE.

38. TRANSFER OF TITLE.

In the event that at any time Landlord shall sell or transfer the Premises, provided the purchaser or transferee expressly assumes in writing the obligations of Landlord hereunder, the Landlord named herein shall not be liable to Tenant for any obligations or liabilities based on or arising out of events or conditions occurring on or after the date of such sale or transfer. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease.

39. NO CONTINUOUS OPERATION.

Anything in this Lease, express or implied, to the contrary notwithstanding, Landlord agrees that Tenant shall be under no duty or obligation, either express or implied, to continuously conduct its business in the Premises at any time during the Term.

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40. HAZARDOUS MATERIALS.

(a) For the purposes hereof, the term “Hazardous Materials” shall include, without limitation, any material, waste or substance which is (i) included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “hazardous wastes” in or pursuant to any Laws, or subject to regulation under any Law; (ii) listed in the United States Department of Transportation Optional Hazardous Materials Table, 49 C.F.R. Section 172.101, as enacted as of the date hereof or as hereafter amended, or in the United States Environmental Protection Agency List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as enacted as of the date hereof or as hereafter amended; or (iii) explosive, radioactive, asbestos, a polychlorinated biphenyl, petroleum or a petroleum product or waste oil. The term “Environmental Laws” shall include all Laws applicable to the Premises pertaining to health, industrial hygiene, Hazardous Materials or the environment, including, but not limited to each of the following, as enacted as of the date hereof or as hereafter amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act), 33 U.S.C. §1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq.

(b) Landlord represents and warrants to Tenant that, except as disclosed in the environmental reports listed on Exhibit E hereto, (i) neither the Premises, nor any portion thereof, has been used, to the best of Landlord’s knowledge, by any prior owner for the generation, manufacture, storage, handling, transfer, treatment, recycling, transportation, processing, production, refinement or disposal (each, a “Regulated Activity”) of any Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws); and (ii) to the best of Landlord’s knowledge, there are no Hazardous Materials present on, in or under the Premises or any portion thereof (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws). Tenant covenants that it: (i) will comply, and will cause the Premises to comply, with all Environmental Laws, (ii) will not use, and shall prohibit the use of the Premises for Regulated Activities or for the storage, handling or disposal of Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), (iii) (A) will not install or permit the installation on the Premises of any underground storage tanks or surface impoundments (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), and (B) with respect to any petroleum contamination on the Premises which originates from a source off the Premises, Tenant shall notify all responsible third parties and appropriate government agencies (collectively, “Third Parties”) and shall prosecute the cleanup of the Premises by such Third Parties, including, without limitation, undertaking legal action, if necessary, to enforce the cleanup obligations of such Third Parties and, to the extent not done so by such Third Parties and to the extent technically feasible and commercially practicable, Tenant shall remediate such petroleum contamination), and (iv) shall cause any alterations of the Premises to be done in a way which complies with applicable Environmental Laws, including Environmental Laws relating to exposure of persons working on or visiting the Premises to Hazardous Materials. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials generated, stored or disposed of by Tenant during the Term and free of all Environmental Default by Tenant.

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(c) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents) in or about the Premises or otherwise during the Term (unless caused by Landlord or a Landlord Party). In addition, Tenant shall give Landlord immediate verbal and follow-up written notice of any actual or threatened Environmental Default of which Tenant has, or reasonably should have, knowledge, which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the reasonable satisfaction of Landlord and (unless Environmental Laws or a governmental authority require otherwise) only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. An “Environmental Default” means any of the following, to the extent occurring during the Term, by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents): a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises (or any part thereof); an environmental condition requiring for which a responsive action is required by a governmental authority or under Environmental Law; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to promptly address same to Landlord’s reasonable satisfaction, to perform, at Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, and Landlord determines that Tenant has committed an Environmental Default relating to such conjectured pending or threatened Environmental Default that continues, then Tenant shall pay the reasonable costs therefore as Additional Rent.

(d) To the extent that Tenant or Landlord has knowledge thereof, they shall promptly provide notice to the other party hereto of any of the following matters which are not specified in the Environmental Reports described on Exhibit E hereto:

(i) any proceeding or investigation commenced or threatened by any governmental authority with respect to the presence of any Hazardous Material affecting the Premises;

(ii) any proceeding or investigation commenced or threatened by any governmental authority, against Tenant or Landlord, with respect to the presence, suspected presence, release or threatened release of Hazardous Materials from any property owned by Landlord;

(iii) all written notices of any pending or threatened investigation or claims made or any lawsuit or other legal action or proceeding brought by any person against (A) Tenant or Landlord or the Premises, or (B) any other party occupying the Premises or any portion thereof, in any such case relating to any loss or injury allegedly resulting from any Hazardous Material or relating to any violation or alleged violation of Environmental Laws;

(iv) the discovery of any occurrence or condition on the Premises, of which Tenant or Landlord as applicable, becomes aware and which is not corrected within ten (10)

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days, or written notice received by Tenant of an occurrence or condition on any real property adjoining or in the vicinity of the Premises, which reasonably could be expected to lead to the Premises or any portion thereof being in violation of any Environmental Laws or subject to any restriction on ownership, occupancy, transferability or use under any Environmental Laws or which might subject Tenant, Landlord or Lender to any Environmental Claim. “Environmental Claim” means any claim, action, investigation or written notice by any person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (A) the presence, or release into the environment, of any Hazardous Materials at the Premises, or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; and

(v) the commencement and completion of any Remedial Work.

(e) Landlord shall indemnify and hold Tenant, its employees and agents harmless from and against any Environmental Claim based on or arising out of the presence or removal of, or failure to remove Hazardous Materials generated, used, released, stored or disposed of in or about the Premises prior to the Lease Commencement Date or otherwise prior to the Lease Commencement Date, unless such damage, injury, loss, liability, charge, demand or claim suffered by Tenant is covered by any environmental or pollution control insurance carried by Landlord in connection with Section 32(a) above. In the event Tenant shall make a demand upon Landlord’s carrier of the aforesaid insurance (the “Carrier”) and the Carrier shall deny such claim, Tenant shall commence and diligently prosecute a lawsuit in the appropriate court to enforce such claim. In the event such court does not enter a judgment awarding Tenant the amounts due under such policy, provided Tenant diligently prosecuted the applicable suit as required above, Tenant may seek recovery from Landlord pursuant to Landlord’s indemnity obligations under this Section 40(e). In such a case, at Landlord’s request, Tenant shall assign all of its rights of, in, to, and in connection with said claim and shall provide reasonable cooperation to Landlord in connection with any procecution of such claim.

(f) Upon Landlord’s reasonable request, at any time after the occurrence and during the continuation of an Event of Default hereunder or at such other time as Landlord has reasonable grounds to believe that Hazardous Materials (except to the extent those substances are permitted to be used by Tenant under Section 40(b) of this Part II are or have been released, stored or disposed of on or around the Premises or that the Premises may be in violation of Environmental Laws, Tenant shall provide, at Tenant’s sole cost and expense, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Landlord and Lender indicating the presence or absence of the reasonably suspected Hazardous Materials on the Premises the presence or absence of friable asbestos or substances containing asbestos on the Premises, as the case may be. If Tenant fails to provide such inspection or audit within thirty (30) days after such request, Landlord may order the same, and Tenant hereby grants to Landlord and Lender and their respective employees, contractors and agents access to the Premises upon reasonable notice and a license to undertake such inspection or audit. The cost of such inspection or audit, together with interest thereon at the Lease Default Rate from the date Tenant is provided with written confirmation of costs incurred by Landlord until actually paid by Tenant, shall be immediately paid by Tenant on demand.

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(g) Without limiting the foregoing, where recommended by any environmental assessment prepared for the Premises conducted after the date hereof and not relating to a conditioned existing at the date hereof, Tenant shall establish and comply with an operations and maintenance program relative to the Premises, in form and substance reasonably acceptable to Landlord, prepared by an environmental consultant reasonably acceptable to Landlord, which program shall address any Hazardous Materials (including, without limitation, asbestos containing material or lead based paint) that may now or in the future be detected on the Premises. Without limiting the generality of the preceding sentence, Landlord may reasonably require (i) periodic notices or reports to Landlord and Lender in form, substance and at such intervals as Landlord may reasonably specify to address matters raised in any such applicable environmental assessments, (ii) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters, (iii) at Tenant’s sole cost and expense, supplemental examination of the Premises by consultants reasonably acceptable to Landlord to address matters raised in any such applicable environmental assessments, (iv) access to the Premises upon reasonable notice, by Landlord or Lender, and their respective agents or servicer, to review and assess the environmental condition of the Premises and Tenant’s compliance with any operations and maintenance program, and (v) variation of the operation and maintenance program in response to the reports provided by any such consultants.

(h) The indemnity obligations and the rights and remedies of the parties under this Section 40 shall survive the termination of this Lease.

41. WAIVER OF LANDLORD’S LIEN.

Landlord hereby waives any right to distrain trade fixtures, inventory and other personal property of Tenant and any landlord’s lien or similar lien upon trade fixtures, inventory and any other personal property of Tenant regardless of whether such lien is created or otherwise. At the request of Tenant, Landlord shall execute a waiver of any landlord’s or similar lien for the benefit of any holder of a security interest in or lessor of any trade fixtures, inventory or any other personal property of Tenant. Landlord agrees to acknowledge (in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that trade fixtures owned by Tenant are Tenant’s property and not part of the Building (regardless of whether or to what extent trade fixtures and/or other personal property are affixed to the Building) or otherwise subject to the terms of this Lease.

42. ESTOPPEL CERTIFICATE.

Landlord and Tenant agree to deliver to each other, from time to time as reasonably requested in writing, and within a reasonable period of time after receipt of such request, an estoppel certificate, addressed to such persons as the requesting party may reasonably request, certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), the dates to which any Fixed Rent due hereunder has been paid in advance, if any, and that to the knowledge of the signer of such certificate, no default hereunder by either Landlord or Tenant exists hereunder (or specifying each such default to which this signer may have knowledge), together with such other information as Landlord or Tenant may reasonably require with respect to the status of this Lease and Tenant’s use and occupancy of the Premises.

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43. NOTICE OF LEASE.

Upon the request of either party hereto, Landlord and Tenant agree to execute a short form Notice of Lease or Memorandum of Lease in recordable form, setting forth information regarding this Lease, including, without limitation, if available, the dates of commencement and expiration of the Term.

44. MISCELLANEOUS.

(a) This Lease shall be governed and construed in accordance with the Laws of the state in which the Premises is located.

(b) The headings of the Sections of Part I and Part II, are for convenient reference only, and are not to be construed as part of this Lease.

(c) The language of this Lease shall be construed according to its plain meaning, and not strictly for or against Landlord or Tenant; and the construction of this Lease and of any of its provisions shall be unaffected by any argument or claim that this Lease has been prepared, wholly or in substantial part, by or on behalf of Tenant or Landlord.

(d) Landlord and Tenant each warrant and represent to the other, that each has full right to enter into this Lease and that there are no impediments, contractual or otherwise, to full performance hereunder.

(e) This Lease shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of Landlord and the successors and assigns of Tenant.

(f) In the event of any suit, action, or other proceeding at law or in equity, by either party hereto against the other, by reason of any matter arising out of this Lease, the prevailing party shall recover, not only its legal costs, but also reasonable attorneys’ fees (to be fixed by the Court) for the maintenance or defense of said suit, action or other proceeding, as the case may be.

(g) A waiver by either party of any breach(es) by the other of any one or more of the covenants, agreements, or conditions of this Lease, shall not bar the enforcement of any rights or remedies for any subsequent breach of any of the same or other covenants, agreements, or conditions.

(h) This Lease and the referenced schedules and exhibits set forth the entire agreement between the parties hereto and may not be amended, changed or terminated orally or by any agreement unless such agreement shall be in writing and signed by Tenant and Landlord and approved in writing by the Lender. Landlord and Tenant further agree that this Lease shall not be amended and no amendment shall be effective unless in writing signed by both parties thereto.

(i) If any provision of this Lease or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is held

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invalid or unenforceable shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by Law.

(j) The submission of this Lease for examination does not constitute a reservation of or agreement to lease the Premises; and this Lease shall become effective and binding only upon proper execution and unconditional delivery thereof by Landlord and Tenant.

(k) When the context in which words are used in this Lease indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa. Further, references to “person” or “persons” in this Lease shall mean and include any natural person and any corporation, partnership, joint venture, limited liability company, trust or other entity whatsoever.

(l) All references to “business days” contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays.

(m) Time is of the essence in the payment and performance of the obligations of Tenant under this Lease.

(n) In the event that the Landlord hereunder consists of more than one (1) person, then all obligations of the Landlord hereunder shall be joint and several obligations of all persons named as Landlord herein. If any such person directly or indirectly transfers its interest in the Premises, whether by conveyance of its interest in the Premises, merger or consolidation or by the transfer of the ownership interest in such Person, such transferee and its successors and assigns shall be bound by this subparagraph (n). All persons named as Landlord herein shall collectively designate a single person (the “Designated Person”) to be the person entitled to give notices, waivers and consents hereunder. Landlord agrees that Tenant may rely on a waiver, consent or notice given by such Designated Person as binding on all other persons named as Landlord herein; provided, that any amendment, change or termination of this Lease which is permitted under Section 44(h) of this Part II must be signed by all persons named as Landlord. The Designated Person shall be the only person entitled to give notices hereunder by the Landlord, and Tenant may disregard all communications from any other person named as Landlord herein, except as provided in the immediately following sentence. The identity of the Designated Person may be changed from time to time by ten (10) business days’ advance written notice to the Tenant signed by either the Designated Person or by all persons named as Landlord herein.

(o) Tenant will furnish to Landlord on June 1 and December 31 of each calendar year during the Term, copies of all financial statements relating to the Premises or Tenant’s operations at the Premises (whether or not otherwise publicly disclosed) prepared in the ordinary course of its business. Landlord hereby agrees to maintain such financial information as proprietary and confidential and agrees not to disclose any such information to any third party other than any Lender, or prospective purchaser of the Premises, or to Landlord’s attorneys, accountants, and similar business advisor(s); provided, however, any such disclosure of financial information to any of the foregoing parties may only be made subject to disclosure restrictions that are at least as restrictive as the provisions set forth in this Section 44.

39

45. RESTRICTIONS ON SALE TO TENANT COMPETITORS.

Notwithstanding the foregoing provisions of this Lease, so long as no Event of Default has occurred, Savvis Asset Holdings, Inc. or one of its Affiliates is the Tenant hereunder, no default has occurred in connection with the Corporate Guaranty (defined in Schedule 3 attached hereto) and the Corporate Guaranty remains in full force and effect, Landlord shall in no event sell or transfer the Premises to a “Savvis Competitor”, without Tenant’s prior written consent. As used herein, “Savvis Competitor” shall mean and refer to any one of the five (5) entities listed on Exhibit F hereto, provided Savvis Asset Holdings, Inc. or one of its Affiliates may, in good faith but in its sole discretion, change any one or all of the entities so listed, by delivering written notice of such change to Landlord on June 1^st and/or December 31st of any calendar year so long as such subsequently listed entity is in good faith (but Savvis’ sole discretion) considered a competitor and is neither principally engaged in the real estate acquisition, disposition, leasing, or development business nor in the business of financing or investing in such real estate companies. In addition, Landlord will deliver to Tenant a copy of any initial marketing materials circulated by Landlord to the market at-large in connection with any proposed sale of the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the Date of Lease above written.

[SIGNATURE PAGES FOLLOW.]

40

LANDLORD’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

MEERKAT SC4 LLC
By:	MEERKAT VENTURES LLC
	Manager
	By:	MEERKAT INTERESTS LLC
		Manager
		By:
			Lammot J. du Pont, Managing Member
		By:	/s/ Hossein Fateh
			Hossein Fateh, Managing Member
	By:	MEERKAT EQUITY LLC
		Manager
		By:	MEERKAT MEMBERS LLC
			Manager
			By:
				Lammot J. du Pont, Managing Member
			By:	/s/ Hossein Fateh
				Hossein Fateh, Managing Member

41

TENANT’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

/s/ Grier Raclin
By:	Grier Raclin
Its:	Chief Legal Officer & Corporate Secretary

42

SCHEDULE 1

STIPULATED LOSS VALUES

[This shall be a schedule of partially amortizing values satisfactory to the Landlord and Lender which shall begin at, but not exceed, 100% of the purchase price paid by Landlord for the Premises or, if greater, the original Loan amount.]

S1-1

SCHEDULE 2

FIXED RENT AMOUNTS

SUBPART A

[Rent Chart Calculations Subject To Confirmation By Landlord]

Lease Year	Rate Per Rentable Square Foot	Fixed Rent Per Annum	Fixed Rent Per Month
1	$[***]	$[***]	$[***]
2	$[***]	$[***]	$[***]
3	$[***]	$[***]	$[***]
4	$[***]	$[***]	$[***]
5	$[***]	$[***]	$[***]
6	$[***]	$[***]	$[***]
7	$[***]	$[***]	$[***]
8	$[***]	$[***]	$[***]
9	$[***]	$[***]	$[***]
10	$[***]	$[***]	$[***]
11	$[***]	$[***]	$[***]
12	$[***]	$[***]	$[***]
13	$[***]	$[***]	$[***]
14	$[***]	$[***]	$[***]
15	$[***]	$[***]	$[***]

SUBPART B

During the Initial Term, Fixed Rent shall be paid in the amounts hereinafter set forth in Subpart A of this Schedule 2 with respect to the Initial Term. During any fixed rate Extension Period described in Section 12 of Part I of this Lease, Fixed Rent shall be paid at the Fair Market Rental Value with respect to such fixed rate Extension Periods. Notwithstanding the provisions below, in no event shall the annual Fair Market Rental Value for the first year of the first Extension Period be less than [***] of the annual Fixed Rent for the last year of the Initial Term and the Fair Market Rental Value shall increase by no less than [***] annually each year of any Extension Period.

During any Extension Period, Fixed Rent shall be paid in an amount equal to [***] of the Fair Market Rental Value of the Premises for such Extension Period as determined by a Appraiser as hereinafter set forth in this Schedule 2; provided, that during the first [***] years of the first Extension Period, Fixed Rent shall be equal to [***] of the Fair Market Rental Value as so determined. In the event Tenant exercises

S2-1

a Renewal Option to extend this Lease for an Extension Period, then Landlord and Tenant shall attempt in good faith for a period of ten (10) days to agree upon a single Appraiser; and if Landlord and Tenant are so able to agree, the determination by such single Appraiser of a Fair Market Rental Value for the Premises for such Extension Period shall be final and binding on the parties. If Landlord and Tenant are unable to agree upon a single Appraiser within the above-stated ten (10) day period, then the following procedures shall apply:

(a) Within seven (7) days after the conclusion of the ten (10) day period, each party shall submit to the other party an independent third-party Appraiser who must satisfy the qualifications for an Appraiser in the Lease, and neither of whom (i) may be a present or former employee or business associate (or a relative of any such employee or business associate) of either Landlord or Tenant, or (ii) shall have any other financial or economic interest in, or relationship with, Landlord or Tenant.

(b) The two Appraisers so selected shall promptly proceed to determine the Fair Market Rental Value of the Premises (considering the other terms of this Lease) for such Extension Period; and if the two Appraisers agree on such Fair Market Rental Value, their determination shall be final and binding on all parties. If the two appraisers so selected are unable to agree on the Fair Market Rental Value but the appraisals are no more than ten percent (10%) apart, computed from the base of the higher appraisal, the two appraisals shall be averaged and the average shall constitute the Fair Market Rental Value of the Premises for such Extension Period. If the appraisals differ by more than ten percent (10%), such two Appraisers shall select a third Appraiser (who must satisfy the qualifications for an Appraiser in the Lease); and if the two Appraisers are unable to agree upon a third Appraiser within fifteen (15) days, then they shall in lieu thereof each select the names of two willing persons qualified to be Appraisers hereunder and from the four persons so named, one name shall be drawn by lot by a representative of Landlord in the presence of a representative of Tenant, and the person whose name is so drawn shall be the third Appraiser. If either of the first two Appraisers fails to select the names of two willing, qualified Appraisers and to cooperate with the other Appraiser so that a third Appraiser can be selected by lot, the third Appraiser shall be selected by lot from the two Appraisers which were selected by the other Appraiser for the drawing. Any vacancy in the office of the first two Appraisers shall be filled by the party who initially selected that Appraiser, and if the appropriate party fails to fill any vacancy within fifteen (15) days after such vacancy occurs, then such vacancy shall be filled by the other party. Any vacancy in the office of the third Appraiser shall be filled by the first two Appraisers in the manner specified above for the selection of a third Appraiser. The third Appraiser shall, within fifteen (15) days after having been selected, render his or her opinion of which of the amounts proposed by the original two Appraisers most closely represents the actual Fair Market Rental Value of the Premises for such Extension Period, and the amount so selected by the third Appraiser shall be the Fair Market Rental Value of the Premises for such Extension Period. The fees of such Appraisers shall be paid by Tenant.

S2-2

SCHEDULE 3

CERTIFICATE AND AGREEMENT

REGARDING MATTERS OF RECORD

THIS Certificate and Agreement Regarding Matters of Record (this “Certificate”) is delivered by Savvis Asset Holdings, Inc., a Delaware corporation (“Tenant”), pursuant to Section 30 of Part II of that certain Lease dated as of                     , 2004, by and between Meerkat SC4 LLC, as Landlord (herein so called), and Tenant (the “Lease”).

Tenant has prepared or had prepared a [description of instrument], a copy of which is attached hereto (the “Instrument”), to be filed of record with respect to the Premises (as defined in the Lease) and has requested, and does hereby request, that Landlord and Lender (as defined in the Lease) consent to, execute, acknowledge and deliver the Instrument which will be filed of record by Tenant, and that Lender subordinate its Mortgage (as defined in the Lease) and other loan documents to the Instrument or, in connection with any Dedications (as defined in the Lease), that Lender release its Mortgage with respect to the portion of the Premises that is the subject of such Dedication. In order to induce Landlord and Lender to take such actions, and with the understanding that Landlord and Lender will rely on the matters set forth herein, Tenant does hereby represent, warrant and certify to, and agree with for the benefit of Landlord and Lender as follows:

1. Tenant hereby consents to the Instrument, and agrees that the Instrument shall constitute “Matters of Record” as defined in Section 29 of Part II of the Lease.

2. Tenant hereby represents, warrants and certifies to Landlord and Lender that:

(a) A true, correct and complete copy of the Instrument is attached to this Certificate;

(b) The Instrument is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises;

(c) The Instrument does not adversely affect the value of the Premises (or does not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Instrument) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property; and

(d) The Instrument does not materially impair Tenant’s use or operation of the Premises.

3. Tenant agrees that for so long as the Lease is in effect, it will perform all obligations, if any, of Landlord under or pursuant to the Instrument and will remain obligated under the Lease in accordance with its terms.

4. Attached hereto is a true, correct and complete copy of an updated ALTA survey of the Premises prepared by [name of surveyor] which shows the location on the Premises of all grants, releases, easements and other rights or encumbrances arising pursuant to the Instrument, or which otherwise indicates the effect of the Instrument on the Premises.

S3-1

5. Attached hereto are true, correct and complete copies of certificates or agreements by [name of other property owners or governmental authorities required to approve the matters affected by the Instrument] necessary or appropriate to consent to, create or implement the matters contained in the Instrument.

6. Attached hereto is the commitment of [name of title insurer] to issue an endorsement to the loan policy of title insurance delivered to Lender with respect to the Premises indicating that after filing the Instrument, [the Mortgage will remain a first lien on the Premises][OR, WITH RESPECT TO A DEDICATION: the Mortgage will remain a first lien on the portion of the Premises remaining after the Dedication] subject only to the exceptions which were contained in such policy of title insurance and the Instrument.

7. Tenant agrees that all of its obligations under the Lease shall continue notwithstanding the execution, acknowledgment, delivery and filing of the Instrument.

8. Tenant agrees to immediately notify Landlord and Lender in writing in the event of any changes to any of the matters set forth in this Certificate.

9. Tenant will promptly pay all out-of-pocket costs and expenses incurred by Landlord and Lender in connection with said Instrument including, without limitation, reasonable attorneys’ fees.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

S3-2

IN WITNESS WHEREOF, the undersigned has executed this Certificate effective as of                         ,             .

Savvis Asset Holdings, Inc., a Delaware corporation

By:

Its:

[Acknowledgment Form to be modified as necessary to comply

with the laws of the state in which the Premises are located]

STATE OF                      §

                                          §

COUNTY OF                  §

Before me, on the          day of                     , 2004, personally appeared                                 ,                                  of                             , a                                 , and acknowledged that he executed the above instrument as his free act and deed and on behalf of said                                 .

Notary Public

(Print Name:)

My Commission Expires:

___________________

S3-3

GUARANTOR’S CONSENT

This Guarantor’s Consent (this “Consent”) is a part of the foregoing Certificate and Agreement Regarding Matters of Record. The undersigned hereby executes and delivers this Consent to indicate and evidence the following:

1. The undersigned consents to the Instrument and its effect upon the Premises, the Tenant and the Lease.

2. The Corporate Guaranty executed by the undersigned as of [February 13, 2004], with respect to the Lease (the “Corporate Guaranty”) shall continue and remain in full force and effect notwithstanding the Instrument.

The undersigned has executed and delivered this Consent in order to induce Landlord and Lender to consent to and to execute, acknowledge, deliver and file of record the Instrument, and the undersigned acknowledges that Landlord and Lender will rely on this Consent.

EXECUTED this          day of                     , 2004.

                                                                                                        ,

a ____________________

By:

Its:

ATTEST:

________________________, Secretary

[Corporate Seal]

S3-4

Schedule _

To

Exhibit         

CERTAIN CRITICAL FIXTURES AND EQUIPMENT

1. Permanent and temporary generator systems including enclosures and fuel tanks with the associated electronic and manual switch gear.

2. Mechanical equipment and condenser equipment, air handlers and electrical dampers.

3. Racking, cage materials, cabinets and patch panels.

4. UPS Battery Systems including electrical switch gear and other similar power sources.

5. FM200 fire suppression canisters, piping and nozzles.

6. VESDA and smoke sensor stations.

7. Inside or outside security cameras, access card reader stations, VCR, multiplexer, monitors and computers.

8. Partition and conference room furniture systems and freestanding, cabinets, storage units.

9. Telephone and voice mail system with desk stations and receptionist, computers, servers, printers, phone sets.

10. Fiber Muxes or other telco and related equipment installed in MPOE rooms.

11. Emergency distribution board and telephone backboard with connectors.

12. Maintenance bypass electronic and manual switch gear.

13. Transformers and Power Distributions Units.

14. Kitchen appliances like microwaves, refrigerators and vending machines.

15. Console monitors, screen projection and screens in command center.

16. Bulletproof/resistant glass.

17. Satellite dishes and other communications equipment installed.

S4-1

EXHIBIT A

LEGAL DESCRIPTION OF PREMISES

Parcel 2, as said parcel is shown on the map filed on December 22, 1995, in Book 672, Page 43, of Maps, Santa Clara County Records

Reserving therefrom a non-exclusive easement for ingress and egress, as an appurtenance to Parcel 2, as said parcel is shown on the map filed December 22, 1995 in Book 672, Parcel 43, of Maps, over, under, through and along those portions of Parcel 1 designated as “Private Ingress, Egress Easement” on the filed map.

Assessor’s Parcel Number:	216-28-127
Joint Plat Number:	216-28-037 and 216-28-037-01

A-1

EXHIBIT B

PERMITTED ENCUMBRANCES

MATTERS OF RECORD

1. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara
Purpose:	Storm drainage
Recorded:	May 03, 1971, in Book 9313, Page 613, Instrument No. 3998399, Official Records
Affects:	A 15 foot wide strip along the northerly portion of the land

Two private storm drain catch basins and piping extended into said easement area as disclosed by instrument recorded September 27, 1996, as Instrument No. 13463679, Official Records

2. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara
Purpose:	Electrical facilities
Recorded:	June 27, 1972, in Book 9899, Page 568, Instrument No. 4289301, Official Records
Affects:	A 15 foot wide strip along the northerly portion of the land

Two private storm drain catch basins and piping extended into said easement area as disclosed by instrument recorded September 27, 1996, as Instrument No. 13463679, Official Records.

3. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara
Purpose:	The construction, installation, maintenance, repair and operation of underground electrical systems
Recorded:	December 19, 1972, in Book 0161, Page 258, Official Records
Affects:	The southern 10 feet of the land

4. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	Pacific Telephone and Telegraph Company, a corporation
Purpose:	The construction, installation, maintenance, repair and operation of public utilities
Recorded:	March 15, 1973, in Book 0280, Page 734, Official Records
Affects:	The southern 10 feet of the land

5. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara
Purpose:	Wire clearance
Recorded:	July 23, 1974, in Book B006, Page 737, Instrument No. 48144871, Official Records
Affects:	A 5 foot wide strip along the easterly portion of the land

6. Terms, Conditions and Provisions of an instrument entitled “Agreement by and between the City of Santa Clara, California and Scientific Custom Metal Products, Inc.”

Dated:	December 14, 1993
By and Between:	The City of Santa Clara, a chartered municipal corporation and between Scientific Custom Metal Products, Inc.
Recorded:	February 2, 1994, as Instrument No. 12341249, Official Records

B-1

7. An easement for the purposes shown below and rights incidental thereto as shown or as offered for dedication on the recorded map shown below

Recorded:	December 22, 1995, in Book 672, Page 43, of Maps
Purpose:	Private ingress and egress
Affects:	Those portions lying within the areas designated as “Private Ingress, Egress Easement” on the filed map
Purpose:	Electrical service facilities
Affects:	That portion lying within the area designated as “Electrical Easement” on the filed map

8. Terms, Conditions and Provisions of an instrument entitled “Covenant Running With Land and Lien”

Dated:	June 13, 1996
By and Between:	The City of Santa Clara, a chartered municipal corporation and between Mopar, a limited liability corporation
Recorded:	September 27, 1996, as Instrument No. 13463679, Official Records

9. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara, California, a chartered municipal corporation
Purpose:	Underground electrical
Recorded:	December 20, 1996, Instrument No. 13558121, Official Records
Affects:	A northerly portion

10. Terms, Conditions and Provisions of an instrument entitled “Agreement Permitting a Pedestrian Arcade, for an Arcade Easement, and for Construction and Maintenance of an Arcade”

Dated:	December 17, 1996
By and Between:	The City of Santa Clara, a municipal corporation, Talus Corporation, a California corporation and between Mopar, LLC, a California limited liability company
Recorded:	January 30, 1997, as Instrument No. 13596407, Official Records

11. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Reserved by:	Mopar, LLC, a California limited liability company
Purpose:	Private ingress and egress
Recorded:	June 9, 1998, as Instrument No. 14225936, Official Records
Affects:	Those portions lying within the areas designated as “Private Ingress, Egress Easement” on the filed map

9. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara, California, a chartered municipal corporation
Purpose:	Underground electrical
Recorded:	May 27, 1999, Instrument No. 14833874, Official Records
Affects:	A northwesterly portion of the land

13. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara, a chartered municipal corporation
Purpose:	The construction, installation, maintenance, repair and operation of underground electrical and communication systems
Recorded:	July 13, 2000, as Instrument No. 15309023, Official Records
Affects:	A western portion of the land

B-2

EXHIBIT C

FORM OF SURVEY CERTIFICATION

ALTA/ACSM Land Title Survey

FOR

MEERKAT [LANDLORD ENTITY NAME] LLC’S AQUISITON OF

[STREET ADDRESS], [CITY], CALIFORNIA

COUNTY OF [COUNTY NAME], STATE OF CALIFORNIA

BASED UPON TITLE ORDER NO.                      OF [NAME OF TITLE INSURANCE COMPANY]

BEARING AN EFFECTIVE DATE OF [DATE]

TO: [NAME OF TITLE INSURANCE COMPANY]; [LENDER NAME]

[LANDLORD NAME]; AND [SURVEYOR COMPANY]

THE UNDERSIGNED CERTIFIES TO THE BEST OF HIS/HER PROFESSIONAL KNOWLEDGE, INFORMATION AND BELIEF, THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE ON THE DATE SHOWN BELOW OF THE PREMISES SPECIFICALLY DESCRIBED IN [NAME OF TITLE INSURANCE COMPANY] ORDER NO.             , DATED              AND WAS MADE (i) IN ACCORDANCE WITH THE “MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS”, JOINTLY ESTABLISHED AND ADOPTED BY ALTA, ACSM AND NSPS IN 1999; (ii) IN ACCORDANCE WITH THE “            ” DATED              AND INCLUDE ITEMS              OF              SPECIFICALLY DEFINED, AND (iii) PURSUANT TO THE ACCURACY STANDARDS AS ADOPED BY ALTA, NSPS, AND ACSM AND IN EFFECT ON THE DATE OF THIS CERTIFICATION, UNDERSIGNED FURTHER CERTIFIES THAT THE SURVEY MEASUREMENTS WERE MMADE IN ACCORDANCE WITH THE “MINIMUM ANGLE, DISTANCE, AND CLOSURE REQUIREMENTS FOR SURVEY MEASUREMENS WHICH CONTROL LAND BOUNDARIES FOR ALTA/ASCM LAND TITLE SURVEYS.

Name of Surveyor
Registration No.
In the State of California
Date of Survey:
	Date of Last Revision:                         ]

C-1

EXHIBIT D

FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

[ATTACHED]

D-1

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Andrew H. Levy, Esq.

File No.: 52279-00138

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made as of the     th day of                     , 2004 by and between LEHMAN ALI INC., a Delaware corporation having an address at 399 Park Avenue, New York, New York 10022 (“Lender”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation, having an address at 12851 Worldgate Drive, Herndon, Virginia 20170 (“Tenant”).

RECITALS:

A. Lender is the present owner and holder of a certain deed of trust and security agreement (together with any and all extensions, renewals, substitutions, replacements, amendments, modifications and/or restatements thereof, the “Security Instrument”) dated February 13, 2004, given by Landlord (defined below) to Lender which encumbers the fee estate of Landlord in certain premises described in Exhibit A attached hereto (the “Property”) and which secures the payment of certain indebtedness owed by Landlord to Lender evidenced by a certain promissory note dated February 13, 2004, given by Landlord to Lender (the note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “Note”);

B. Tenant is the holder of a leasehold estate in a portion of the Property under and pursuant to the provisions of a certain lease dated                     , 2004 between MEERKAT SC4 LLC, a Delaware limited liability company, as landlord (the “Landlord”) and Tenant, as tenant, (such lease, as modified and amended as set forth herein being hereinafter referred to as the “Lease”);

C. SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, executed that certain Guaranty of Lease dated as of                     , 2004 in favor of Lender, and

D. Tenant has agreed to subordinate the Lease to the Security Instrument and to the lien thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.

AGREEMENT:

For good and valuable consideration, Tenant and Lender agree as follows:

1. SUBORDINATION. The Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Security Instrument and to the lien thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Security Instrument had been executed, delivered and recorded prior to the execution and delivery of the Lease.

2. NON-DISTURBANCE. If any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Security Instrument shall be made subject to all rights of Tenant under the Lease, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the Lease shall be in full force and effect and (b) Tenant shall not be in default beyond any applicable cure periods under any of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed.

3. ATTORNMENT. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received

2

by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest.

4. NOTICE TO TENANT. After notice is given to Tenant by Lender that the Landlord is in default under the Note and the Security Instrument and that the rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.

5. NOTICE TO LENDER AND RIGHT TO CURE. Tenant shall notify Lender of any default by Landlord under the Lease and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of an abatement shall be effective unless Lender shall have received notice of default giving rise to such cancellation or abatement and shall have failed within sixty (60) days after receipt of such notice to cure such default, or if such default cannot be cured within sixty (60) days, shall have failed within sixty (60) days after receipt of such notice to commence and thereafter diligently pursue any action necessary to cure such default. Notwithstanding the foregoing, Lender shall have no obligation to cure any such default.

6. NOTICES. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Tenant:	Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile No. (702) 234-8374
If to Lender:	Lehman ALI Inc. 399 Park Avenue New York, New York 10022 Attention: Masood Bhatti and David Broderick, Esq. Facsimile No.: (212) 520-0130

3

or addressed as such party may from time to time designate by written notice to the other parties. For purposes of this Section 6, the term “Business Day” shall mean a day on which commercial banks are not authorized or required by law to close in the state where the Property is located. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of Lender, Tenant and Purchaser and their respective successors and assigns.

8. GOVERNING LAW. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Property is located.

9. MISCELLANEOUS. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

10. INCORPORATION. Exhibit A (Description of Property) and Exhibit B (the Lease Guarantor’s Consent) are attached hereto and incorporated herein by this reference.

[NO FURTHER TEXT ON THIS PAGE]

4

IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as of the date first above written.

LENDER:

LEHMAN ALI INC., a Delaware corporation

By:

Name:

Title:

TENANT:

Savvis Asset Holdings, Inc, a Delaware corporation

By:

Name:

Title:

The undersigned accepts and agrees to

the provisions of Section 4 hereof:

LANDLORD:

MEERKAT SC4 LLC,

a Delaware limited liability company

By:

Name:

Title:

ACKNOWLEDGMENTS

STATE OF ____________________
	ss.
COUNTY OF __________________

On this      day of                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF ____________________
	ss.
COUNTY OF __________________

On this      day of                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF ____________________
	ss.
COUNTY OF __________________

On this              day of                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

EXHIBIT A

DESCRIPTION OF PROPERTY

(attached hereto and made part hereof)

EXHIBIT B

LEASE GUARANTOR’S CONSENT

The undersigned (“Lease Guarantor”) consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty of Lease (“Lease Guaranty”) dated February 13, 2004. Lease Guarantor further reaffirms that its obligations under the Lease Guaranty are separate and distinct from Lessee’s obligations.

AGREED:

Dated as of: February 13, 2004	“LEASE GUARANTOR” SAVVIS COMMUNICATIONS CORPORATION a Delaware corporation
	By.
	Its:	President
	By.
	Its:	Chief Financial Officer

STATE OF ____________________
	ss.
COUNTY OF __________________

On this      day of                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

STATE OF ____________________
	ss.
COUNTY OF __________________

On this      day of                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature

My commission expires

TENANT ESTOPPEL

February 13, 2004

LEHMAN ALI INC. (“Lender”)

399 Park Avenue

New York, New York 10022

Dear Sirs:

As the present owner and holder of the Tenant’s interest under that certain Lease dated as of                     , 2004 (the “Lease”) by and between MEERKAT SC4 LLC, a Delaware limited liability company (the “Landlord”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (the “Tenant”), attached hereto as Exhibit “A”, and the present Guarantor under that certain Guaranty of Lease dated as of                     , 2004 (the “Guaranty”), by SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, as the Guarantor, attached hereto as Exhibit “B”, the undersigned hereby represents to you that as of the date hereof (i) the Lease and the Guaranty constitute the entire agreement between the undersigned and the Landlord relating to the premises described therein and have not been modified or amended; (ii) the Lease is in full force and effect and the term thereof commenced on                     , 2004 and is scheduled to terminate on February 28, 2019 pursuant to the provisions thereof, and the Guaranty is in full force and effect; (iii) the premises demised under the Lease have been completed and the undersigned has taken possession of the same; (iv) neither the undersigned nor to its knowledge the Landlord is in default under any of the terms, covenants or provisions of the Lease and the undersigned knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Lease by the undersigned or the Landlord thereunder, (v) neither the undersigned nor the Landlord has commenced any action or given or received any notice for the purpose of terminating the Lease; (vi) all rents, additional rents and other sums due and payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (1) month in advance of the due dates thereof; (vii) there are no offsets or defenses to the payment of the rents, additional rents, or other sums payable under the Lease and/or the Guaranty; (viii) the undersigned has no option or right of first refusal to purchase the premises demised under the Lease or any portion thereof; (ix) the fixed annual minimum rent payable under the Lease is as stated in Schedule 2 of the Lease; and (x) the undersigned recognizes that Lender is relying upon this estoppel certificate and the accuracy of the information contained herein.

[signature page follows]

Savvis Asset Holdings, Inc., a Delaware corporation
By:
Its:
Savvis Communications Corporation, Inc., a Delaware corporation
By:
Its:	President
By:
Its:	Chief Financial Officer

EXHIBIT “A”

LEASE

(attached hereto and made part hereof)

EXHIBIT “B”

GUARANTY

(attached hereto and made part hereof)

EXHIBIT E

LIST OF ENVIRONMENTAL REPORTS

1. Phase I Environmental Site Assessment, El Segundo Data Center, 200 North Nash Street, El Segundo, California, dated August 11, 2003, by PES Environmental, Inc Engineering & Environmental Services, No. 933.001.01.001

2. Environmental Site Assessment Update, Cable & Wireless America Buildings B-12 and SC-8, 4650 and 4700 Old Ironsides Drive, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

3. Environmental Site Assessment Update, Cable & Wireless America Buildings SC-4 and SC-5, 2401 and 2403 Walsh Avenue, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

F-1

EXHIBIT F

SAVVIS COMPETITORS

Tenant will provide Landlord written notice of five (5) competitors on or before April 15, 2004

F-1

EX-10.5

Exhibit 10.5

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

LEASE

Between

MEERKAT SC5 LLC

as Landlord

and

SAVVIS ASSET HOLDINGS, INC.

as Tenant

Guarantor: Savvis Communications Corporation

Dated as of March 5, 2004

2403 Walsh Street

Santa Clara, California

TABLE OF CONTENTS

		Page
PART I BASIC LEASE PROVISIONS; DEFINITIONS		1
PART II		7
1.	PREMISES	7
2.	NO MERGER OF TITLE	7
3.	RENEWAL OPTIONS	7
4.	USE	8
5.	FIXED RENT	8
6.	NET LEASE; TRUE LEASE	9
7.	CONDITION	10
8.	LIENS	10
9.	REPAIRS AND MAINTENANCE	10
10.	COMPLIANCE WITH LAWS	12
11.	ACCESS TO PREMISES	13
12.	WAIVER OF SUBROGATION	13
13.	DAMAGE; DESTRUCTION	14
14.	CONDEMNATION; REJECTABLE OFFERS	16
15.	ASSIGNMENT AND SUBLETTING	17
16.	ALTERATIONS	19
17.	SIGNS	20
18.	PYLON SIGN	20
19.	SURRENDER	20
20.	SUBORDINATION OF LEASE	21
21.	TENANT’S OBLIGATION TO DISCHARGE LIENS	22
22.	UTILITIES	22
23.	TENANT DEFAULT	22
24.	LANDLORD ASSIGNMENT OF WARRANTIES	26
25.	RENT PAYMENTS	26
26.	HOLDOVER	26
27.	NOTICES	26
28.	INDEMNITY	27
29.	TENANT TO COMPLY WITH MATTERS OF RECORD	27
30.	OBLIGATIONS TO MODIFY EASEMENTS	28
31.	TAXES	28
32.	INSURANCE	30
33.	LANDLORD EXCULPATION	32
34.	LANDLORD’S TITLE	32
35.	QUIET ENJOYMENT	33
36.	EQUAL EMPLOYMENT OPPORTUNITY	33
37.	BROKER	33
38.	TRANSFER OF TITLE	33
39.	NO CONTINUOUS OPERATION	33
40.	HAZARDOUS MATERIALS	34
41.	WAIVER OF LANDLORD’S LIEN	37
42.	ESTOPPEL CERTIFICATE	37
43.	NOTICE OF LEASE	38

i

44.	MISCELLANEOUS	38
45.	INTENTIONALLY OMITTED
46.	RESTRICTIONS ON SALES TO TENANT COMPETITORS	40

LIST OF SCHEDULES AND EXHIBITS

Schedule 1	[Intentionally Omitted]
Schedule 2	Fixed Rent Amounts
Schedule 3	Certificate and Agreement Regarding Matters of Record
Schedule 4	Certain Critical Fixtures and Equipment
Exhibit A	Legal Description of Premises
Exhibit B	Permitted Encumbrances
Exhibit C	Form of Survey Certification
Exhibit D	Form of Subordination, Non-Disturbance and Attornment Agreement
Exhibit E	List of Environmental Reports
Exhibit F	Savvis Competitor List

ii

LEASE

This Lease (this “Lease”) is made as of March 5, 2004, by and between the Landlord and the Tenant specified below.

PART I

BASIC LEASE PROVISIONS; DEFINITIONS

The following list sets out certain fundamental provisions and definitions pertaining to this Lease:

1.	Date of Lease:	As of March 5, 2004.
2.	Landlord:	MEERKAT SC5 LLC, a Delaware limited liability company
3.	Landlord business address:	c/o DuPont Fabros Development
		1707 H Street, N.W., Suite 1000
		Washington, D.C. 20006
		Attention: Mr. Hossein Fateh
4.	Landlord notice address:	c/o DuPont Fabros Development
		1707 H Street, N.W., Suite 1000
		Washington, D.C. 20006
		Attention: Mr. Hossein Fateh
	with copy to:	Cooley Godward LLP
		One Freedom Square Reston Town Center
		11951 Freedom Drive
		Reston, Virginia 20190-5601
		Attention: John H. Toole, Esquire
	and to Lender:	Lehman Ali Inc.
		c/o Lehman Brothers Holdings, Inc.
		399 Park Avenue
		New York, New York 10022
		Attention: Massood Bhatti
		Telephone: (212) 526-6220
		Facsimile: (212) 520-0130
	with copy to:	Lehman Ali Inc.
		399 Park Avenue
		New York, New York 10022
		Attention: David Broderick, Esq
		Telephone: (212) 526-2453
		Facsimile: (212) 520-0130
	with copy to:	TriMont Real Estate Advisors, Inc.
		Monarch Tower
		3424 Peachtree Road, N.E., Suite 2200
		Atlanta, Georgia 30326
		Attention: J. Gregory Winchester
		Telephone: (404) 420-5600
		Facsimile: (404) 420-5610
	And a copy to:	TriMont Real Estate Advisors, Inc.
		Jamboree Center, 2 Park Plaza
		Irvine, California 92614
		Attention: Steven Smith
		Telephone: (949) 955-1821
		Facsimile: (949) 955-1252
5.	Tenant:	Savvis Asset Holdings, Inc., a Delaware corporation

1

6.	Tenant business address:	Savvis Asset Holdings, Inc.
		12851 Worldgate Drive
		Herndon, Virginia 20170
		Attention: Chief Legal Officer
		Facsimile: 702-234-8374
7.	Tenant notice address:	Savvis Asset Holdings, Inc.
		12851 Worldgate Drive
		Herndon, Virginia 20170
		Attention: Chief Legal Officer
		Facsimile: 702-234-8374
	with copy to:	Shearman & Sterling LLP
		599 Lexington Avenue
		New York, New York 10022
		Attention: Real Estate Notices (34236-00002)
		Facsimile: (212) 848-7179
8.	Guarantor:	Savvis Communications Corporation
		12851 Worldgate Drive
		Herndon, Virginia 20170
		Attention: Chief Legal Officer
		Facsimile: 702-234-8374
9.	Premises:	That certain lot or parcel of real estate located at 2403 Walsh Street, Santa Clara, California, as more fully described on Exhibit A attached hereto, together with all improvements situated on said property (together with all right, title and interest of Landlord in and to the lighting, electrical, power, installed communications, fire protection, security, mechanical, plumbing and heating, ventilation and air conditioning systems used in connection with said property, along with all utility infrastructure used in connection with said property, including, without limitations, all duct banks, conduits, piping, handholes, manholes, and similar appurtenances located on said property and all fiber, power, and other utility lines running through said property (collectively, the “Utility Infrastructure”), and all other carpeting, draperies, appliances and other fixtures and equipment attached or appurtenant to said property including, without limitation, the Critical Fixtures and Equipment), and all rights, easements, rights of way, and other appurtenances thereto.
10.	Critical Fixtures and Equipment:	Shall mean all installed fuel tanks, generators, HVAC units, air-conditioners, power distribution units, computer room air conditioners, risers, antennas, satellite dishes, pads, raised flooring, and

2

		similar installed fixtures and appurtenances located on the Premises as of the Lease Commencement Date, and all equipment and personal property existing in or on the Premises as of the Lease Commencement Date but excluding any equipment and personal property acquired by Tenant from Cable & Wireless USA, Inc. or Cable & Wireless Services, Inc. as of the Lease Commencement Date, and not installed in the Premises.
11.	Building:	The building containing approximately 103,940 rentable square feet that is located on the parcel of land described on Exhibit A hereto.
12.	Initial Term:	Shall commence on the Lease Commencement Date, and shall expire February 28, 2019; all subject to all terms and conditions of this Lease.
		As used in this Lease, “Rent Commencement Date,” shall mean the 270th day after the Lease Commencement Date.
13.	Renewal Options:	The Tenant shall have the right to extend the Initial Term of this Lease for up to a total of [***] Extension Periods (herein so called) of [***] years each subject to the terms and conditions of Section 3 of Part II of this Lease.
14.	Required Advance Notice of Exercise of Renewal Options:	[***] days prior to the expiration of the then-current Term. (See Section 3 of Part II)
15.	Fixed Rent (See Section 5 of Part II):	For the Initial Term: $[***] per rentable square foot of the Building with a [***] escalation each anniversary of the Lease Commencement Date; for each Extension Period: Fair Market Rental Value, all as more particularly set forth in Schedule 2 attached hereto and made a part hereof.
16.	Broker:	N/A
17.	Lender:	Lehman Ali Inc., c/o Lehman Brothers Holdings, Inc. (d/b/a/ Lehman Capital), along with Commonwealth Land Title Insurance Company, as Trustee (if and so long as it has a Loan outstanding which is secured by the Premises) and any other person that makes a loan or loans, whether now or in the future (such loan or loans collectively referred to herein as the “Loan”) to Landlord or to any affiliate of Landlord which is secured by a mortgage, deed of trust or similar instrument with respect to the Premises and

3

		of which Tenant is advised in writing by Landlord. Any such Loan may be evidenced by one or more promissory notes (collectively referred to herein as the “Note”).
18.	Lender business address:	Lehman Ali Inc.
		c/o Lehman Brothers Holdings, Inc
		d/b/a/ Lehman Capital
		399 Park Avenue
		New York, New York 10022
		Telephone: (212) 351 4037
		Facsimile: (212) 516 7005
19.	Lender notice address:	Lehman Ali Inc.
		c/o Lehman Brothers Holdings, Inc.
		d/b/a/ Lehman Capital
		399 Park Avenue
		New York, New York 10022
		Attention: Massood Bhatti
		Telephone: (212) 526-6220
		Facsimile:  (212) 520-0130
	with copy to:	Lehman Ali Inc.
		399 Park Avenue
		New York, New York 10022
		Attention: David Broderick, Esq
		Telephone: (212) 526-2453
		Facsimile:  (212) 520-0130
	with copy to:	TriMont Real Estate Advisors, Inc.
		Monarch Tower
		3424 Peachtree Road, N.E., Suite 2200
		Atlanta, Georgia 30326
		Attention: J. Gregory Winchester
		Telephone: (404) 420-5600
		Facsimile: (404) 420-5610
	with copy to:	TriMont Real Estate Advisors, Inc.
		Jamboree Center, 2 Park Plaza
		Irvine, California 92614
		Attention: Steven Smith
		Telephone: (949) 955-1821
		Facsimile: (949) 955-1252
	with copy to:	Commonwealth Land Title Insurance Company
		77 Arnold Drive, Suite 205
		Martinez, California 94553
		Attention: Joe Parker
		Telephone: 925-335-3684
		Facsimile: 925-335-9753
20.	Lease Default Rate:	The lower of (a) five percent (5%) per annum above the Prime Rate as in effect from time to time or (b) the highest rate permitted to be contracted for under applicable Law.
21.	Prime Rate	“Prime Rate” means the current rate of interest per annum announced from time to time by Citibank N.A. (or its successor) as its “base rate” in New York, New York, or, if Citibank N.A. shall cease to announce such rate, then the current rate published as the prime rate in The Wall Street Journal. It is the intention of the parties hereto to conform strictly to the applicable usury Laws, and whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the highest legal rate permitted to be charged in the state of California, such rate herein provided to be paid shall be deemed reduced to such highest legal rate and if previously paid, shall be refunded to Tenant by Landlord within ten (10) days of demand therefor.
22.	Permitted Encumbrances:	Shall mean Taxes (as defined in Section 31 of Part II), Legal Requirements (as defined in Section 10 of Part II), any matters consented to by Landlord, Tenant and Lender in writing, those covenants, restrictions, reservations, liens, conditions, encroachments, easements, encumbrances and other matters of title that affect the Premises as of the Lease Commencement Date (including, without limitation, those listed on Exhibit B hereto) or which arise due to the acts or omissions of Tenant,

4

`		or due to the acts or omissions of Landlord with Tenant’s consent, after the Lease Commencement Date.
23.	Related Lease:	Shall mean any one (1) of those four (4) other lease agreements of even date herewith entered into by and between Tenant and an affiliate of Landlord pursuant and subject to which affiliates of Landlord lease to Tenant the following additional properties: (i) 2401 Walsh Avenue, Santa Clara, California; (ii) 200 North Nash Street, El Segunda, California; (iii) 4700 Old Ironsides Drive, Santa Clara, California; and (iv) 4650 Old Ironsides Drive, Santa Clara, California.
24.	Exhibits:	All Exhibits and Schedules to this Lease are incorporated herein by this reference.
25.	Payment of Fixed Rent:	As set forth in Section 5(a) of Part II, Fixed Rent shall be initially paid by wire transfer to the account set forth in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.
26.	CPI:	The term “CPI” means the Consumer Price Index-U.S. City Averages for all Urban Consumers - All Items (1982-84=100), of the United States Bureau of Labor Statistics. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, Landlord will substitute therefor a reasonably comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available then a reasonably comparable index published by a major bank or other financial institution.
27.	Interest Rate:	The term “Interest Rate” shall mean the highest rate of interest charged by Lender under its Loan to Landlord.
28.	Certain Definitions:	The following terms shall have the definitions given to them in the following Sections of this Lease:

TERM	SECTION
Additional Rent	Sections 5(d) & 6(d) of Part II
Alteration	Section 16(a) of Part II
Appraiser	Section 13(d) of Part II
Base Premises	Section 10(a) of Part II
Building	Section 11 of Part I
business day	Section 44(l) of Part II
carrier	Section 40(e) of Part II

5

Certificate	Schedule 3
Claims	Section 28(a) of Part II
Consent	Schedule 3
Contract Person	Section 46 of Part II
Control	Section 15(d) of Part II
Corporate Guaranty	Schedule 3, Sec. 2 of Guarantor’s Consent
CPI	Section 26 of Part I
Critical Fixtures and Equipment	Section 10 of Part I
Dedications	Section 30 of Part II
Designated Person	Section 44(n) of Part II
Discount Rate	Section 23(g) of Part II
Due Date	Section 5(a) of Part II
Easements	Section 30 of Part II
Environmental Laws	Section 40(a) of Part II
Environmental Claim	Section 40(d) of Part II
Environmental Default	Section 40(c) of Part II
Event of Default	Section 23(a) of Part II
Extension Period	Section 12 of Part I, Schedule 2
Fair Market Value of the Premises	Section 13(d) of Part II
Guaranties	Section 24 of Part II
Guarantor	Section 8 of Part I
Hazardous Materials	Section 40(a) of Part II
Indemnified Parties	Section 28 of Part II
Initial Term	Section 11 of Part I
Installment Default Notice	Section 23(a) of Part II
Instrument	Schedule 3
Interest Rate	Section 27 of Part I
Landlord Party	Section 12(c) of Part II
Laws	Section 10(a) of Part II
Lease	Preamble, Schedule 3
Lease Commencement Date	Section 1 of Part I
Lease Default Rate	Section 20 of Part I
Legal Requirements	Section 10 of Part II
Lender	Section 20(a) of Part II
Loan	Section 17 Part I & Section 20(a) Part II
Material Subtenant	Section 15(g) of Part II
Matters of Record	Section 29 of Part II
Moody’s	Section 13(c) of Part II
Mortgage	Section 20(a) of Part II
Note	Section 17 of Part I
Notice of Breach	Section 23(h) of Part II
person or person(s)	Section 44(k) of Part II
Planned Use Violation	Section 4 of Part II
Prime Rate	Section 21 of Part I
Regulated Activity	Section 40(b) of Part II
related corporation	Section 15 of Part II
related entity	Section 15(d) of Part II
Remedial Work	Section 40(c) of Part II

6

Renewal Options	Section 13 of Part I
Rent	Section 13(h) of Part II
Rent Commencement Date	Section 12 Part I
Restricted Alterations	Section 16(a) of Part II
Savvis	Section 15(b) of Part II
Savvis Competitor	Section 46 of Part II
S&P	Section 13(c) of Part II
Signs	Section 17 of Part II
SNDA Agreement	Section 20(a) of Part II
substantial portion	Section 13(c) of Part II
Taking	Section 14(a) of Part II
tax or taxes	Section 31 of Part II
Tenant	Schedule 3
Tenant Party	Section 12(c) of Part II
Term	Section 12 of Part I
Then-Current Term	Section 13(c) of Part II
Third Parties	Section 40(b) of Part II
trade fixtures	Section 19 of Part II
Transferee Net Worth Standard	Section 15 of Part II
Treasury Rate	Section 23(g) of Part II
Utility Infrastructure	Section 9 of Part I

PART II

1. PREMISES.

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and upon the covenants, agreements, terms, limitations, exceptions, reservations and conditions herein provided, the Premises described in Section 9 of Part I hereof together with all of Landlord’s rights of access, in common with others, in and to the Premises, subject, however, to the Permitted Encumbrances.

2. NO MERGER OF TITLE.

There shall be no merger of this Lease nor of the leasehold estate created hereby with the fee estate in or ownership of the Premises by reason of the fact that the same entity may acquire or hold or own (i) this Lease or such leasehold estate or any interest therein and (ii) the fee estate or ownership of any of the Premises or any interest therein. No such merger shall occur unless and until all persons having any interest in (x) this Lease or such leasehold estate and (y) the fee estate in the Premises including, without limitation, Lender’s interest therein, shall join in a written, recorded instrument effecting such merger.

3. RENEWAL OPTIONS.

Tenant shall have the right to extend the Term of this Lease for each of the Extension Periods described in Section 13 of Part I hereof, upon all of the terms and conditions set forth in this Lease with the Fixed Rent in the amounts specified on Schedule 2 hereto for the respective Extension Periods. Tenant may exercise a Renewal Option and commence an Extension Period only if Tenant shall not be in default (beyond applicable cure periods) under this Lease at the time of any such election, and by giving Landlord written notice of each such election not later

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than the Required Advance Notice of Exercise of Renewal Options (as defined in Section 14 of Part I). If Tenant fails to exercise any Renewal Option, then all subsequent Renewal Options shall automatically expire and be null and void.

4. USE.

Tenant may use the Premises for general office and any computer data center purpose or for any other lawful purpose provided, however, the Tenant shall not use the Premises in a manner which would (i) result in a diminution of more than a de minimis amount in the value of the Building, (ii) cause a nuisance or (iii) involve the production or the storage of Hazardous Materials (other than the storage of Hazardous Materials in connection with the operation and maintenance of the Premises as a data center and in compliance with Environmental Law). In no event shall the Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or of any amendment, extension, replacement, or restatement of any such Permitted Encumbrance permitted hereby, or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Premises. Notwithstanding anything to the contrary herein contained, in no event shall Tenant’s use of the Premises for general office and any computer data center purpose in violation of a Permitted Encumbrance (a “Planned Use Violation”) constitute a violation of this Section 4; provided, however, the foregoing shall in no way be construed as limiting or otherwise modifying Tenant’s obligations hereunder to comply with applicable laws. Without limiting the generality of the foregoing, Tenant’s indemnity obligations under this Section 4 shall not apply to the extent the title insurance policy obtained by Landlord in connection with its purchase of the Premises (and the simultaneously issued Lender’s policy of title insurance) contains affirmative insurance against the applicable loss arising due to a violation of such Permitted Encumbrance or if such affirmative title insurance is subsequently provided to Landlord and Lender at Tenant’s cost with respect to such Permitted Encumbrance on terms and conditions reasonably satisfactory to Landlord. Subject to the preceding sentence, TENANT SHALL BE OBLIGATED TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, LENDER AND ALL OTHER INDEMNIFIED PARTIES, FROM ANY AND ALL LOSSES, LIABILITIES, PENALTIES, ACTIONS, SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS OR EXPENSES SUFFERED AS A RESULT OF THE VIOLATION OF ANY SUCH PERMITTED ENCUMBRANCE. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall, subject to the foregoing, observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord.

5. FIXED RENT.

(a) Commencing as of the Rent Commencement Date, Tenant shall pay Fixed Rent to Landlord, or Landlord’s designee as designated in a written notice to Tenant at such address as Landlord shall from time to time designate by written notice to Tenant. Except as hereinafter provided, the Fixed Rent shall be due and payable in the amounts set forth on Schedule 2 hereto for the respective periods shown on such Schedule 2. Fixed Rent shall be due and payable in advance on the first day of each month (or if such first day is not a business day, the first business day of each month), commencing on the Date of Rent Commencement, during the Term (each such date being referred to herein as a “Due Date”). Notwithstanding the foregoing, from the Date of Rent Commencement until Tenant is notified otherwise by Landlord and Lender,

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Fixed Rent shall be paid by wire transfer to the account specified in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.

(b) If the Lease Commencement Date or Rent Commencement Date shall be on any day other than the first day of a calendar month, then all amounts to be paid on such dates shall be prorated on a per diem basis.

(c) If any installment of Fixed Rent is not paid on the respective Due Date, Tenant shall pay Landlord interest on such overdue payment at the Lease Default Rate, accruing from the Due Date of such payment until the same is paid; provided, however, the foregoing obligation to pay the Default Rate shall not be required for the first late payment of Fixed Rent in any calendar year so long as such delay in payment does not continue for longer than a period of ten (10) days. All Fixed Rent and Additional Rent shall be payable in U.S. Dollars.

(d) Commencing as of the Lease Commencement Date, all taxes, costs, expenses, and other amounts which Tenant is required to pay pursuant to this Lease (other than Fixed Rent), together with every fine, penalty, interest and cost which may be added in accordance herewith for non-payment or late payment thereof shall constitute additional rent (“Additional Rent”). All Additional Rent due to Landlord (or its designee) shall be paid directly by Tenant within thirty (30) days after Landlord gives written notice that payment is due, unless otherwise provided in this Lease, in which case, the Additional Rent shall be paid as otherwise so provided. Unless otherwise provided herein, Additional Rent payable by Tenant to a third (3^rd) party (i.e., utility charges, maintenance contracts, supply contracts, vendor contracts, etc.) shall be paid as and when the same shall be due and payable pursuant to Tenant’s agreement or other arrangement with the applicable third (3^rd) party. If Tenant shall fail to pay any such Additional Rent or any other sum due hereunder when the same shall become due (after the expiration of the applicable cure periods therefor), Landlord shall have all rights, powers and remedies with respect thereto as are provided herein or by Law in the case of non-payment of any Fixed Rent and shall, except as expressly provided herein, have the right (after the expiration of the applicable cure periods thereof), not sooner than ten (10) days after notice to Tenant (except in the event of an emergency, as reasonably determined by Landlord, in which case prior notice shall not be necessary) of its intent to do so, to pay the same on behalf of Tenant, and Tenant shall repay such amounts to Landlord on demand. Tenant shall pay to Landlord interest at the Lease Default Rate on all overdue Additional Rent and other sums due hereunder, in each case paid by Landlord or Lender on behalf of Tenant, from the date of payment by Landlord or Lender until repaid by Tenant.

6. NET LEASE; TRUE LEASE.

(a) The obligations of Tenant hereunder shall be separate and independent covenants and agreements. This is a net lease and Fixed Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly provided herein, without notice or demand, counterclaim, recoupment, abatement, suspension, reduction or defense.

(b) Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment.

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(c) Tenant shall remain obligated under this Lease in accordance with its terms and shall not, except as otherwise expressly permitted by applicable Law, take any action to terminate, rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.

(d) As used herein, “Additional Rent” shall mean and refer to all costs and expenses (other than Fixed Rent that Tenant is required to pay hereunder. Tenant shall have an obligation to pay, and Additional Rent shall include, without limitation, all costs and expenses incurred in connection with performing its obligations under Section 9(a) hereof, as well as all charges for gas, electricity, light, heat, water, sewage, and power, for protective and security services, for telephone and other communications, and for all other public or private utility services, which shall be used, rendered or supplied upon or in connection with the Premises or any part thereof, at any time during the Term from and after the Lease Commencement Date.

7. CONDITION.

Tenant acknowledges that Tenant is fully familiar with the physical condition of the Premises and that, except as expressly provided herein, Landlord makes no representation or warranty express or implied, with respect to the Premises and Tenant agrees that it takes the Premises “AS IS,” without any such representation or warranty, including, without limitation, any implied warranties.

8. LIENS.

Tenant shall remove and discharge (including, without limitation, by any statutory bonding procedure or any other bonding procedure reasonably satisfactory to Landlord which shall be sufficient to prevent any loss of the Landlord’s or Lender’s interest in the Premises) within thirty (30) days after obtaining knowledge thereof, any mortgage, lien, encumbrance or other charge on the Premises or the leasehold estate created hereby or any Fixed Rent or Additional Rent payable hereunder which arises for any reason, other than: the Landlord’s Mortgage (and any assignment of leases or rents collateral thereto); the Permitted Encumbrances; and any mortgage, lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (other than Tenant). Landlord shall not be liable for any labor, services or materials furnished to Tenant or to any party holding any portion of the Premises through or under Tenant.

9. REPAIRS AND MAINTENANCE.

(a) Except for the obligations of Landlord pursuant to Section 9(b) of this Lease and except as caused by the negligence or willful misconduct of Landlord or its agents, contractors, servants, invitees or employees or Landlord’s default hereunder, Tenant shall keep, maintain, and repair or cause to be repaired and maintained, at its sole cost and expense, the Premises, including, without limitation: HVAC, mechanical and electrical equipment and all systems in or serving the Premises, the Utility Infrastructure, the Critical Fixtures and Equipment, parking areas, sidewalks, roadways and landscaping, in good repair and condition and appearance, normal wear and tear excepted, and shall make all repairs and replacements which may be required to be made in order to keep and maintain the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, in as good repair and appearance as

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they were when originally delivered to Tenant, except for ordinary wear and tear and subject to the provisions of Section 13 and Section 14 hereof, and Tenant shall, in all events, make all repairs, replacements and perform maintenance and other work for which it is responsible hereunder, in a good, proper and workmanlike manner in accordance with customary standards for first-class data centers.

(b) Subject to the provisions of Section 13 and Section 14 hereof, Landlord shall make all necessary roof repairs and structural repairs to the Premises including those repairs and replacements necessary to keep the roof, exterior walls, foundation and structural frame of the Premises in good order and repair and perform such repairs in accordance with customary standards for first-class data centers. Landlord shall initiate all such repairs promptly and to remedy any condition requiring repair by Landlord with due diligence.

(c) If Tenant shall be in default under any of the provisions of this Section 9, Landlord may, after thirty (30) days written notice to Tenant and failure of Tenant to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. If an emergency exists, Landlord shall use reasonable efforts to notify Tenant of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Landlord or Tenant, as applicable, and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(d) If Landlord shall be in default under any of the provisions of this Section 9, Tenant may, after thirty (30) days written notice to Landlord and failure of Landlord to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Landlord. If an emergency exists, Tenant shall use reasonable efforts to notify Landlord of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Tenant and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute amounts payable by Landlord under this Lease and shall be paid by Landlord to Tenant on demand.

(e) Without limiting the generality of the foregoing, Tenant shall additionally perform, at its cost and expense, all maintenance, repair, and replacement obligations hereunder relating to any of the Building’s systems, the Building’s elevators, the Utility Infrastructure, or the Critical Fixtures and Equipment. In addition, in connection with Tenant’s maintenance, repair, and replacement obligations under this Lease, Tenant shall at its own cost and expense enter into regularly scheduled preventative maintenance service contracts, with vendors, approved by Landlord, in its reasonable discretion, for servicing all Building systems, Utility

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Infrastructure, elevators, and Critical Fixtures and Equipment. Tenant shall cause such maintenance contracts to designate Landlord a third (3^rd) party beneficiary, with the right to receive all notices delivered under such contracts, and the ability to exercise Tenant’s rights thereunder upon Tenant’s default under this Section 9 or upon Tenant’s default under an applicable maintenance contract.

(f) In the event of an emergency adversely affecting the structure of the Premises, Tenant shall make all reasonable efforts to inform Landlord of the emergency. If Tenant is unable to make contact with Landlord or Landlord does not, within a reasonable amount of time, take actions necessary to end such emergency, Tenant may take the minimum steps reasonably necessary to end the emergency at Landlord’s expense. All reasonable sums paid by Tenant in taking such actions as are permitted by the provisions of Section 9(f) above shall be paid by Landlord within thirty (30) days after receipt of Tenant’s demand therefor. After the emergency has ended, any repair required of Landlord under this Lease shall be made by Landlord in accordance with the terms of this Lease and any repair required of Tenant under this Lease shall be made by Tenant in accordance with the terms of this Lease.

10. COMPLIANCE WITH LAWS.

(a) During the Term Tenant shall comply with all Laws and Legal Requirements relating to the Premises. As used herein, (i) the term “Laws” shall mean all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or the Premises or which are due to take effect after expiration of the Term), and (ii) the term “Legal Requirements” shall mean all Laws and Permitted Encumbrances applicable to Tenant, Landlord or to all or any part of or interest in the Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Premises. Notwithstanding the foregoing, Tenant shall not be required to make any alterations or improvements to the roof, exterior walls, foundation, or structural frame of the Premises in existence as of the date hereof (the “Base Premises”) in order to comply with Laws or Legal Requirements unless and to the extent the requirement that such alterations or improvements be made is triggered by any of the following (or, if such requirement results from the cumulative effect of any of the following when added to other acts, omissions, negligence or events: (i) the installation, use or operation of, after the Lease Commencement Date, the Utility Infrastructure, Critical Fixtures and Equipment, any alterations, or any of Tenant’s trade fixtures or personal property; (ii) the negligent acts or omissions of Tenant, or any of its servants, employees, contractors, agents or licensees; or (iii) the particular use or particular occupancy or manner of use or occupancy of the Premises by Tenant, or any of its servants, employees, contractors, agents or licensees.

(b) Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to protest or contest any applicable Law or Legal Requirement and compliance with the same provided that and so long as (i) the same is done by Tenant upon prior notice to Landlord, in accordance with applicable Law or Legal Requirement, at Tenant’s sole cost and expense and without cost or expense to Landlord, including, without limitation, any cost associated with a third party claim or assessment, and with due diligence and continuity so as to resolve such protest or contest promptly; (ii) neither the value of the Premises nor the land associated therewith nor any part thereof is or will be reduced by more than a de minimis amount

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as a result of such protest or contest; (iii) in any event, each such protest or contest shall be concluded and all costs, if any, paid prior to any date specified in a written contract for the transfer of the Premises to a third (3^rd) party of which Tenant has been provided notice and prior to the date the Premises or land associated therewith or any part thereof are listed for an in rem action with respect to the non-compliance with any applicable Law or Legal Requirement or non-payment of any costs related thereto or any writ or order is issued under which the Premises or any part thereof may be sold, forfeited or lost by reason of such non-compliance or non-payment; (iv) such protest or contest shall not subject Landlord to prosecution for a criminal offense or a claim for civil liability; and (v) no default shall have occurred and be continuing hereunder beyond any applicable notice and cure period. Pending the determination of any such protest or contest and provided all conditions set forth in the immediately preceding sentence are at all times satisfied, Tenant shall not be obligated to comply with the applicable Law or Legal Requirement which is being protested or contested in accordance with the immediately preceding sentence, if such non-compliance is permitted under applicable Law or Legal Requirement.

11. ACCESS TO PREMISES.

Upon reasonable notice to Tenant, and during Tenant’s business hours, Landlord and their respective employees, contractors, agents and representatives may enter onto the Premises to (i) show the Premises to purchasers and potential purchasers, and to mortgagees and potential mortgagees, or (ii) for the purpose of inspecting the Premises or performing any work which Landlord is required or permitted to perform under this Lease; provided, that, for purposes of subpart (ii) of this sentence, Landlord shall not be required to give notice prior to entry onto the Premises during the continuance of an Event of Default (hereinafter defined) or in the event of an emergency situation. Upon reasonable notice to Tenant, during the last six (6) months of the then-current Term, unless Tenant shall have exercised the next Renewal Option, Landlord also may enter onto the Premises to show the Premises to persons wishing to rent the same, and place notices offering the Premises “For Rent” or “For Sale” on the front of the Building. However, Landlord shall not place any such notices on or in any door or show window of the Building. No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation. Notwithstanding the foregoing, Tenant may designate one or more areas as a secure area based on the sensitive nature of the activities conducted in such portion of the Premises, and Landlord shall have no right of access thereto without being accompanied by Tenant’s designated representative except in the case of emergencies.

12. WAIVER OF SUBROGATION.

(a) Landlord and Tenant shall, subject to Section 12(b) below, procure an appropriate clause in, or endorsement to, each of the property insurance policies required to be maintained by it hereunder, pursuant to which the insurance company waives subrogation or consents to waiver of its right of recovery against the other party (notwithstanding any negligence of the other party or its agents). If a party fails to obtain such clause or endorsement or waiver of subrogation or consent to a waiver of the right of recovery, such party hereby agrees, to the extent the following covenant does not adversely affect such party’s insurance coverage, not to make any claim against or seek to recover from the other for any loss or damage of any kind or nature, subject to Section 12(c) below, to the extent the applicable loss or damage is covered by insurance the injured party is required to maintain hereunder or to the extent the injured party otherwise receives insurance proceeds for such loss or damage. For the avoidance of doubt, the parties

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acknowledge and agree that the release, discharge and covenant not to sue herein contained shall be limited by the terms and provisions of any waiver of subrogation clause or endorsement, or any clause or endorsement consenting to a waiver of right of recovery, and shall be co-extensive therewith.

(b) If either party hereto shall not be able to obtain such clause which is acceptable to the other party or endorsement on a particular policy which is acceptable to the other party or if the inclusion of such clause or endorsement would result in an increase in premium, then that party shall so notify the other party hereto at least fifteen (15) days prior to the date the policy is to take effect. The other party shall be obligated to pay the amount of any increase in premium resulting from the inclusion of such clause or endorsement, unless such other party notifies the party obtaining the insurance, within twenty (20) days following notice of the amount of such increase, that such other party declines to pay such increase, in which event the party obtaining the insurance may omit such clause or endorsement. If a party shall fail to give notice either of inability to obtain such clause or endorsement or notice of an increase in premium, then that party shall be deemed to have waived its right of recovery from the other party with respect to any loss or damage insured against by the policy with respect to which notice was not given as provided above.

(c) Landlord and Tenant understand that waivers of subrogation do not apply to injury and death to individuals. Landlord and Tenant shall each carry insurance, as provided in Section 32 of this Lease, in connection with injury and death to individuals. Landlord hereby agrees to indemnify and hold harmless Tenant from any liability which Tenant may otherwise have with respect to injury or death to individuals occurring upon the Premises to the extent that such injury or death is caused by the negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Tenant Party”) and is not covered by the insurance Landlord is required to carry under this Lease. Likewise, Tenant agrees to defend and hold harmless Landlord from any liability for injury or death to persons occurring upon the Premises except to the extent such injuries or death are caused by negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Landlord Party”) and is not covered by the insurance Tenant is required to carry under this Lease.

13. DAMAGE; DESTRUCTION.

(a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below.

(b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary

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deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant.

(c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

(d) Notwithstanding anything to the contrary contained herein, if at any time during the Term the Premises shall be damaged or destroyed to the extent that, in Landlord’s reasonable judgment, the Premises cannot be reconstructed within eighteen (18) months following the date such reconstruction is commenced, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by written notice to the other party in accordance with the provisions of this Section 13(d). Within forty-five (45) days after any damage or destruction described in this Section 13(d), Landlord shall either terminate this Lease or deliver notice to Tenant advising of Landlord’s election not to so terminate. If Tenant is so notified, but Landlord does not elect to terminate, Tenant may terminate this Lease as of the date of such damage or destruction by written notice to Landlord given within forty-five (45) days after receipt of Landlord’s notice. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13.

(e) [INTENTIONALLY OMITTED]

(f) If this Lease is terminated pursuant to this Sections 13, Landlord shall be entitled to retain any and all insurance proceeds arising out of the damage or destruction, except for any portion of the award specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures. Upon any termination, Tenant shall assign all of its rights to any insurance proceeds to which it is entitled (except any portion specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures) to Landlord and shall pay to Landlord the amount of any deductible under any insurance policy attributable to the casualty resulting in such termination.

(g) In the event of an insured casualty, the Fixed Rent during the period from the date of the damage or destruction until completion of Landlord’s restoration, repair, replacement or rebuilding shall be abated by an amount that is in the same ratio to the Fixed Rent as the rentable

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area of the Building rendered unusable for the permitted use hereunder bears to the total rentable area of the Building prior to the damage or destruction.

(h) Tenant hereby waives the provisions of Section 1932.2, and Section 1933.4, of the Civil Code of California, or any similar laws now or hereafter in effect, that would relieve the Tenant from any obligation to pay Rent under this Lease due to any damage or destruction. As used herein, “Rent” shall mean all Fixed Rent and Additional Rent due from Tenant hereunder.

14. CONDEMNATION.

(a) (i) if the entire Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof (any such event, a “Taking”) (ii) there is a Taking of less than the entire Premises and, as a result of such Taking, (A) (i) there remains no reasonable means of access to the Premises; or (ii) the remaining available parking is not sufficient to comply with Legal Requirements and Landlord fails to secure sufficient parking in the Premises to comply with Legal Requirements within a reasonable time period upon the occurrence of such non compliance or (B) this Lease and all right, title and interest of Tenant hereunder shall cease and come to an end on the date of vesting of title pursuant to such Taking with respect to the Premises, and (iii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the date of such vesting.

(b) (i) if there is a Taking of less than the entire Premises or this Lease shall terminate as to the portion of the rentable area of the Premises so taken upon vesting of title pursuant to such Taking, and if, but only if, such Taking is so extensive that it renders the remaining rentable portion of the Premises unsuitable for the use being made of the Premises on the date immediately preceding such Taking, either Tenant or Landlord may terminate this Lease as to the remainder of the Premises by written notice to the other party not later than thirty (30) days after the date of such vesting, specifying as the date for termination a date not later than thirty (30) days after such notice. On the date specified in such notice; (i) the term of this Lease and all right, title and interest of Tenant hereunder shall cease, and (ii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the effective date of such termination.

(c) If there is a Taking of less than the entire Premises and the entire Lease is not terminated as provided in Section 14(b) above, this Lease shall terminate as to the rentable area of the Premises so taken upon vesting of title pursuant to such Taking. Upon such Taking, the Fixed Rent to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that the Fixed Rent to be paid by Tenant shall be in the ratio that the rentable area of the Building not so taken bears to the total rentable area of the Building prior to such Taking and Landlord shall use any available insurance proceeds to restore to the maximum extent reasonably feasible, the remaining portion of the Premises and Improvements to the condition of such Premises or Improvements immediately prior to such Taking. For purposes of this Section 14(c), the standard set forth in Section 13(b)(i)(a)-(c) above shall govern whether or not insurance proceeds are “available.” In addition, this provision shall not be construed as in any way requiring Landlord to repair or restore any trade fixtures, furnishings, equipment, or personal property of Tenant.

(d) If, during the twelve (12) months prior to the expiration of the Term, there is a Taking of any substantial portion of the rentable area of the Premises, both Landlord and Tenant shall have the option, exercisable by written notice to the other party given within thirty (30)

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days after such vesting of title, of terminating this Lease as of the date of vesting of title pursuant to the Taking.

(e) Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with any Taking, whether partial or total, and whether or not either Landlord or Tenant exercises any right it may have to terminate this Lease. Tenant shall have no claim against Landlord for any part of such sum paid by virtue of the Taking, whether or not attributable to the value of the unexpired term or this Lease. However, Tenant shall be entitled to petition the condemning authority for the following: (i) the then unamortized value of any alterations paid for by Tenant; (ii) the value of Tenant’s trade fixtures; and (iii) Tenant’s relocation costs.

(f) Notwithstanding anything to the contrary contained in this Section 14, if there is a Taking of any part of the Premises during the Term which shall be temporary in nature, this Lease shall be and remain unaffected by such Taking and Tenant shall continue to pay in full all Fixed Rent and Additional Rent payable hereunder by Tenant during the Term. In such event, Tenant shall be entitled to receive that portion of any award which represents compensation for the use or occupancy of the Premises during the affected portion of the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. Notwithstanding the foregoing, if Landlord or Tenant determines in its reasonable judgment that any Taking of any part of the Premises which is reasonably anticipated to be temporary in nature shall continue until the end of the Term, either party may elect to terminate this Lease by written notice to the other party within thirty (30) days after Landlord has made such determination and delivered written notice thereof to Tenant, and Landlord shall be entitled to receive the entire award for the Taking, except for that portion which represents compensation for the use or occupancy of the Premises during the period of time prior to such termination.

(g) Tenant understands and agrees that the provisions of this Section 14 are intended to govern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, Tenant hereby waives any right to terminate this Lease in whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

15. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.

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(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.

(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.

(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the

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Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.

(e) If Tenant is a partnership, limited liability company, or other entity, any transaction or series of transactions resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 15, (including all consent requirements). If Tenant is a corporation, any one or connected series of related stock transactions which would result in direct or indirect change in the control of Tenant or in the ownership by the stockholders or an affiliated group of stockholders of fifty-one percent (51%) or more of the outstanding stock as of the date of the execution and delivery of this Lease shall be considered a voluntary assignment of this Lease subject to the provisions of this Section 15 (including all consent requirements). Notwithstanding the foregoing, this paragraph shall not apply to corporations the stock of which is traded through an exchange or over the counter.

(f) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease, occupancy, or other license agreement of any portion of the Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

(g) Intentionally Omitted.

16. ALTERATIONS.

(a) Tenant may, but is not obligated to, make alterations, changes, additions, improvements, reconstructions or replacements of any part of the Building (“alterations”), other than those which would (i) result in a diminution of more than a de minimis amount in the value of the Building (or any part thereof); (ii) affect any structural components of the Premises; (iii) cause a reduction (other than temporary) in the functioning of the Utility Infrastructure, mechanical, electrical, life safety, elevator, plumbing, HVAC telecommunications, or other systems of the Premises; or (iv) be visible from the exterior of the Building (the alterations described in subsections (i) – (iv) shall be referred to collectively as, the “Restricted Alterations”). Tenant shall obtain the prior written consent of Landlord to any Restricted Alteration, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord.

(b) Tenant shall do all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days (by payment or by filing the necessary bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises and/or Landlord’s interest therein, arising out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the Premises. Notwithstanding the foregoing, all liens filed by a contractor, subcontractor, materialman or laborer of Landlord shall be the responsibility of Landlord, and Tenant shall have no responsibility for the discharge of the same.

(c) At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is

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permitted to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises as a data center by Tenant or otherwise have a material adverse effect on the ability to use the Premises as a data center by Tenant.

(d) Tenant agrees that in connection with any alteration (including any Restricted Alteration): (i) neither the fair market value of the Premises as a whole nor any of the Utility Infrastructure or the Critical Fixtures and Equipment may be materially lessened after the completion of any such alteration, nor may the structural integrity of the Premises be impaired; (ii) the alteration and any alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Building by more than ten percent (10%); (iii) all such alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iv) Tenant shall promptly pay all costs and expenses of any such alteration (except those subject to good faith challenge); (v) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (vi) all alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the alterations. Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with the review of any such plans and specifications, or which Landlord and Tenant agree merits supervision by Landlord.

17. SIGNS.

At Tenant’s sole cost, Tenant may install, replace, relocate and maintain and repair in and on the Building, such signs, awnings, lighting effects and fixtures as may be used from time to time by Tenant (collectively, “Signs”). At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for Tenant’s Signs. All Signs of Tenant shall comply with Laws and Legal Requirements.

18. PYLON SIGN.

If permitted by Laws and Legal Requirements, Tenant, at its sole cost, may: install, replace, relocate and maintain its Sign on any pylon sign structure located on the Premises; and, if no such pylon sign structure shall exist, construct its own pylon structure and install its Sign thereon. At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications) in obtaining any necessary permits, variances and consents for any pylon Sign and/or structure.

19. SURRENDER.

At the expiration or other termination of this Lease, Tenant shall surrender the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, including, without limitation, the Critical Fixtures and Equipment identified on Schedule 4 hereto, to Landlord in as good order and condition as they were at the commencement of the Term or may be put in thereafter in accordance with this Lease and reasonable wear and tear and damage to the Premises by casualty or condemnation of the Premises excepted. For the avoidance of doubt, the parties acknowledge and agree that all Utility Infrastructure and Critical

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Fixtures and Equipment shall remain upon and be surrendered with the Premises as a part thereof at the termination or other expiration of the Term. All alterations, except Tenant furniture, trade fixtures, satellite communications dish and equipment, computer and other similar moveable equipment brought onto the Premises after the Lease Commencement Date (“trade fixtures”), shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof expiration or other termination of the Term. Notwithstanding the foregoing, in the event Landlord provides Tenant notice, at the time Landlord approves a Restricted Alteration, that such alteration will be subject to removal upon the expiration or other termination of the Term, or, with respect to any other type of alteration, provides Tenant notice during the Term, that such alteration will be subject to removal upon the expiration or other termination of the Term, then Tenant shall remove, at its sole cost and expense, the applicable alteration(s), as directed by Landlord. At the expiration or other termination of the Term, Tenant shall additionally remove its trade fixtures and other personal property, as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by any of its removal work in connection with this Section 19. Alterations, trade fixtures and personal property of Tenant not so removed at the end of the Term or within thirty (30) days after the expiration or other termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such alterations and other property to be removed from the Premises. The reasonable cost of removing and disposing of any and all such alterations and property and repairing any damage to any of the Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any alterations or other property which becomes the property of Landlord as a result of such expiration or other termination. The provisions of this Section 19 shall survive the expiration or other termination of this Lease.

At any time during the Term, Tenant may remove the trade fixtures as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by such removal and restore the affected area of the Premises to the condition existing immediately prior to such removal.

20. SUBORDINATION OF LEASE.

(a) This Lease shall be subject and subordinate to any Mortgage and to all advances made upon the security thereof, provided that Lender shall execute and deliver to Tenant an agreement substantially in the form attached as Exhibit D hereto (“SNDA Agreement”), providing that Lender recognizes this Lease and agrees to not disturb Tenant’s possession of the Premises in the event of foreclosure if Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of an SNDA Agreement, to execute such SNDA Agreement and such further reasonable instrument(s) as may be necessary to so subordinate this Lease. The term “Mortgage” shall include any mortgages, deeds of trust or any other similar hypothecations on the Premises securing a Lender’s Loan, regardless of whether or not such Mortgage is recorded. For the avoidance of doubt, the parties acknowledge and agree that the term “Lender” shall refer to any current Lender and future Lender, and the term “Loan” shall refer to any current Loan and future Loan.

(b) Provided that Lender has entered into an SNDA Agreement, Tenant agrees to attorn, from time to time, to Lender, and to any purchaser of the Premises, for the remainder of the Term, provided that Lender or such purchaser shall then be entitled to possession of the Premises, subject to the provisions of this Lease. This subsection shall inure to the benefit of

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Lender or such purchaser, shall apply notwithstanding that, as a matter of Law, this Lease may terminate upon the foreclosure of the Mortgage (in which event the parties shall execute a new lease for the remainder of the Term containing the provisions of this Lease), shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Each such party shall however, upon demand of the other, execute instruments in confirmation of the foregoing provisions reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment and setting forth the terms and conditions hereof.

(c) Tenant hereby consents to any collateral assignment of this Lease by Landlord to or for the benefit of any Lender. Without limitation of the preceding sentence, Tenant hereby specifically consents to any Assignment of Lease and Rents executed by Landlord to and for the benefit of the Lender named herein.

21. LANDLORD DEFAULT.

Without limiting Tenant’s rights set forth elsewhere in this Lease, if Landlord shall fail to fulfill any covenant or provision of this Lease on its part to be performed and shall fail to remedy such failure within thirty (30) days after Tenant shall have given Landlord written notice of such failure (or, if such failure cannot reasonably be cured within such thirty (30)-day period, Landlord shall be permitted such longer period of time (not to exceed an additional ninety (90) days) as is reasonably necessary provided that Landlord shall have commenced a cure within such 30-day period and continues thereafter to diligently pursue such cure), then the same shall be an event of default and Landlord shall indemnify Tenant for all costs and expenses incurred to remedy such default. Tenant shall have all rights, powers and remedies available at law or equity, recognizing, however, that it is the parties’ intention and agreement that the covenants of Tenant hereunder (including those to pay Rent) are independent covenants.

22. UTILITIES.

Tenant agrees to timely pay for all utilities consumed by it in the Premises, prior to delinquency.

23. TENANT DEFAULT.

(a) Any of the following occurrences or acts shall constitute an “Event of Default” (herein so called) under this Lease: if (i) Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of ten (10) days after Landlord notifies Tenant in writing of such failure (each an “Installment Default Notice”); or if, within a twelve (12) month period following delivery of not less than two (2) Installment Default Notices by Landlord, Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of five (5) days or (ii) Tenant shall default in the payment when due of any installment of Additional Rent payable hereunder and such default shall continue for ten (10) days after notice of such default is sent to Tenant by Landlord (or Lender); or (iii) the failure by Tenant to maintain insurance as required under this Lease; or (iv) Tenant shall default in fulfilling any of the other covenants, agreements or obligations of this Lease, and such default shall continue for more than thirty (30) days after written notice thereof from Landlord (or Lender) specifying such default, provided, that if Tenant has commenced to cure a default described in subparagraph (iv)

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above within said thirty (30) days, and thereafter is in good faith diligently prosecuting same to completion and such default is of a nature such that it cannot be cured within such thirty (30) day period, said thirty (30) day period shall be extended, for a reasonable time (not to exceed an additional ninety (90) days) or, with respect to a breach of Tenant’s obligations under Section 40 of this Part II, such longer period as may reasonably be necessary to cure such default so long as (A) Tenant delivers to Landlord a certificate of a qualified environmental remediation specialist that such default could not be cured within such one hundred eighty (180) days but is curable, and (B) Tenant is in good faith diligently prosecuting such cure to completion) where, due to the nature of a default, it is unable to be completely cured within thirty (30) days; or (v) any execution or attachment shall be issued against Tenant or any of its property whereby the Premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant, and the same shall not be bonded, dismissed, or discharged as promptly as possible under the circumstances; or (vi) Tenant or Guarantor (A) shall make any assignment or other similar act for the benefit of creditors, (B) shall file a petition or take any other action seeking relief under any state or federal insolvency or bankruptcy Laws, or (C) shall have an involuntary petition or any other action filed against either of them under any state or federal insolvency or bankruptcy Laws which petition or other action is not vacated or dismissed within sixty (60) days after the commencement thereof; or (vii) the estate or interest of Tenant in the Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred and such process shall not be vacated or discharged within sixty (60) days after such levy or attachment; or (viii) the Guarantor’s guaranty of Tenant’s obligations under this Lease is terminated for any reason, or the Guarantor asserts in any pleading or judicial or administrative proceeding that such guaranty is void or unenforceable or that Guarantor is not liable thereunder; or (ix) any material representation or warranty made by Tenant or Guarantor to Landlord or the Lender herein or in any document delivered pursuant to this Lease is misleading or false in material respect when made, or (x) a default beyond applicable notice and cure periods shall occur in the fulfillment of any of the covenants, agreements or obligations of the tenant under any of the Related Leases and the premises demised thereby are then owned by the entity that is Landlord on the Lease Commencement Date or by one of its Affiliates.

(b) If an Event of Default shall have occurred and be continuing, Landlord shall be entitled to all remedies available at law or in equity. Without limiting the foregoing, Landlord shall have the right to give Tenant notice of Landlord’s termination of the Term of this Lease. Upon the giving of such notice, the Term of this Lease and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as hereinafter provided.

(c) If an Event of Default shall have occurred and be continuing, Landlord shall have the immediate right, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, to re-enter and repossess the Premises and the right to remove all persons and property therefrom by summary proceedings, ejectment, any other legal action or in any lawful manner Landlord determines to be necessary or desirable. Landlord shall be under no liability by reason of any such reentry, repossession or removal. No such re-entry, repossession or removal shall be construed as an election by Landlord to terminate this Lease unless a notice of such termination is given to Tenant pursuant to Section 23(b) of this Part II.

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(d) At any time or from time to time after a re-entry, repossession or removal pursuant to Section 23(c) of this Part II, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, Landlord may (but, except to the extent expressly required by any applicable Law, shall be under no obligation to) relet the Premises for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions and for such uses as Landlord, in its absolute discretion, may determine. Landlord may collect any rents payable by reason of such reletting. Landlord shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting, provided, however, that Landlord agrees to use reasonable efforts to relet the Premises for such rent and upon such terms as are not unreasonable under the circumstances, and if the full rental provided herein plus the reasonable costs, expenses and damages hereafter described shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord, including, without limitation, deficiency in base rent and additional rent, reasonable attorney’s fees, brokerage fees, and the expenses of placing the Premises in rentable condition.

(e) No expiration or termination of the Term of this Lease pursuant to Section 23(b) of this Part II, by operation of law or otherwise, and no re-entry, repossession or removal pursuant to Section 23(c) of this Part II or otherwise, and no reletting of the Premises pursuant to Section 23(d) of this Part II or otherwise, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re-entry, repossession, removal or reletting.

(f) In the event of any expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord all Fixed Rent, Additional Rent and other sums required to be paid by Tenant, in each case together with interest thereon at the Lease Default Rate from the due date thereof to and including the date of such expiration, termination, re-entry, repossession or removal; and thereafter, Tenant shall, until the end of what would have been the Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal and whether or not the Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages: (i) all Fixed Rent, Additional Rent and other sums which would be payable under this Lease by Tenant in the absence of any such expiration, termination, re-entry, repossession or removal, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to Section 23(d) of this Part II, after deducting from such proceeds all reasonable expenses of Landlord in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses (including, without limitation, fees and expenses of appellate proceedings), alteration costs and expenses of preparation for such reletting. Tenant shall pay such liquidated and agreed current damages on the dates on which Fixed Rent would be payable under this Lease in the absence of such expiration, termination, re-entry, repossession or removal, and Landlord shall be entitled to recover the same from Tenant on each such date.

At any time after any such expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property thereon by reason of the occurrence of an Event of Default, whether or not Landlord shall have collected any liquidated and agreed current damages pursuant to Section 23(f) of this Part II, Landlord shall be

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entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default and in lieu of all liquidated and agreed current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the sum of (i) the excess, if any of (A) the aggregate of all Fixed Rent and Additional Rent which would be payable under this Lease, in each case from the date of such demand (or, if it be earlier, the date to which Tenant shall have satisfied in full its obligations under Section 23(f) of this Part II to pay liquidated and agreed current damages) for what would be the then-unexpired Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal, discounted at the rate equal to the then rate on U.S. Treasury obligations of comparable maturity to such Term (the “Treasury Rate”), but in no event greater than the non-default rate of interest for the Loan (such lower rate being referred to as the “Discount Rate”) over (B) the amount of such rental loss that Tenant proves could be reasonably avoided by commercially reasonable mitigation efforts by Landlord, discounted at the Discount Rate for the same period, plus (ii) all reasonable legal fees and other costs and expenses incurred by Landlord as a result of Tenant’s default under this Lease. If any Law shall limit the amount of liquidated final damages to less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such Law.

(g) Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy at law or in equity, including the right of injunction. Tenant waives any rights of redemption granted by any Laws if Tenant is evicted or dispossessed, for any cause, or if Landlord obtains possession of the Premises by reason of the violation by Tenant of any of the terms of this Lease. In addition, Tenant, on its own behalf and for its legal representatives, successors and assigns, and on behalf of all persons claiming through or under this Lease, together with creditors of all classes, and all other persons having an interest therein, does hereby waive, surrender and give up all right or privilege which it may or might have by reason of any present or future Law or decision, to redeem the Premises or have a continuance of this Lease for any part of the Term hereof after having been dispossessed or ejected therefrom by process of law or otherwise.

(h) In addition to the foregoing remedies set forth in this Section 23 and all other remedies available at law or in equity, and regardless of whether or not an Event of Default has occurred under this Lease, if Tenant has failed to perform any of its duties, obligations, covenants or agreements under this Lease, Landlord may give notice to Tenant that it has failed to perform any such duty, obligation, covenant or agreement (herein called a “Notice of Breach”) and may thereafter pursue any rights or remedies available to it at law or in equity including, without limitation, filing a suit for damages as a result of such breach or a suit for specific performance of any such duties, obligations, covenants or agreements. Any Notice of Breach delivered under this Section 23(h) or any such rights or remedies pursued by Landlord shall not be deemed to be a notice of default under any provision of this Section 23 and shall not result, with or without the passage of time, in an Event of Default existing under this Lease; provided, that the delivery of any such Notice of Breach shall not limit Landlord’s right (which right will not be exercised without the consent of Lender so long as the Premises are subject to a Mortgage which requires Lender’s consent for the exercise thereof) to subsequently deliver notice (with respect to the same event or condition which is the subject of such Notice of Breach or any other event or condition) which will declare or, with the passage of time, result in an Event of Default hereunder.

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24. LANDLORD ASSIGNMENT OF WARRANTIES.

Landlord assigns to Tenant, without recourse or warranty whatsoever, all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder with respect to the Premises, including, but not limited to, any rights and remedies existing under contract or pursuant to the Uniform Commercial Code (collectively, the “guaranties”). Such assignment shall remain in effect during the Term. Landlord hereby agrees to execute and deliver at Tenant’s expense such further documents, including powers of attorney (which shall contain indemnity agreements from Tenant to Landlord which shall be in form reasonably satisfactory to Landlord), as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment of guaranties effected or intended to be effected by this Article. Upon the occurrence of a termination of this Lease, the guaranties shall automatically revert to Landlord.

25. RENT PAYMENTS.

If Landlord’s interest in this Lease shall pass to another, or if the Fixed Rent or Additional Rent hereunder shall be assigned, or if a party, other than Landlord, shall become entitled to collect the Fixed Rent or Additional Rent due hereunder, then notice thereof shall be given to Tenant and Guarantor by Landlord in writing, or, if Landlord is an individual and shall have died or become incapacitated, by Landlord’s legal representative, accompanied by due proof of the appointment of such legal representative; provided, that if Fixed Rent is then being paid to Lender, then notwithstanding such notice from Landlord, Tenant shall continue to pay Fixed Rent to Lender until it receives contrary notice from Lender. Until such notice and proof shall be received by Tenant, Tenant may continue to pay the rent due hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid, and each such payment shall fully discharge Tenant with respect to such payment.

Tenant shall not be obligated to recognize any agent for the collection of rent or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be given to Tenant by the one appointing such agent.

26. HOLDOVER.

If Tenant shall hold over after the expiration date of the Term, or if Tenant shall hold over after the date specified in any termination notice given by Tenant under Section 13(d) or 14(b) of this Part II, then, in either such event, Tenant shall be a month-to-month Tenant on the same terms as herein provided, except that the monthly Fixed Rent will be 1.25 times the average monthly Fixed Rent payable by Tenant during the Initial Term or, if applicable, during the Extension Period immediately preceding such holdover period.

27. NOTICES.

Whenever, pursuant to this Lease, notice or demand shall or may be given to either of the parties (including Lender) by the other, and whenever either of the parties shall desire to give to the other any notice or demand with respect to this Lease or the Premises, each such notice or demand shall be in writing, and any Laws to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served as follows: by mailing the same to the

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other party by registered or certified mail, return receipt requested, or by delivery by nationally recognized overnight courier service provided a receipt is required, at its Notice Address set forth in Part I hereof, or at such other address as either party may from time to time designate by notice given to the other. The date of receipt of the notice or demand shall be deemed the date of the service thereof (unless delivery of the notice or demand is refused or rejected, in which case the date of such refusal or rejection shall be deemed the date of service thereof).

28. INDEMNITY.

(a) Tenant covenants and agrees to indemnify Landlord, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from, and defend same against any and all claims, losses, costs, damages, expenses, or liabilities (collectively, “Claims”), including, without limitation, reasonable attorneys’ fees and costs of defense, to the extent arising in connection with (i) any injury or damage to any person or property occurring on or about the Premises, (ii) any default by Tenant hereunder, (iii) any Planned Use Violation, or (iv) any negligence or willful misconduct of Tenant or its subtenants or agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Tenant; excluding, however, in each subparagraph (i)-(iv) above, any Claims to the extent caused by the negligence or willful misconduct of Landlord or its servants, employees, contractors or agents or any breach by Landlord of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(b) Landlord covenants and agrees to indemnify and hold harmless Tenant, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from and defend same against any and all Claims, including, without limitation, reasonable attorneys’ fees and costs to the extent arising in connection with (i) any breach by Landlord hereunder, or (ii) any negligence or willful misconduct of Landlord or its agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Landlord; excluding, however, in each subparagraph (i)-(ii) above, any Claims to the extent caused by the negligence or willful misconduct of Tenant or its servants, employees, contractors or agents or any breach by Tenant of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(c) Tenant shall pay to Landlord as Additional Rent and Landlord shall pay to Tenant, within thirty (30) days after submission by either party to the other of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 28.

29. TENANT TO COMPLY WITH MATTERS OF RECORD.

Tenant agrees to perform all obligations of Landlord and pay all expenses which Landlord or Tenant may be required to pay in accordance with, and to comply and cause the Premises to comply in all respects with all of the terms and conditions of, any reciprocal easement agreement or any other agreement or document of record now affecting the Premises (including, without limitation, those matters described on Exhibit B hereto) or hereafter executed with Tenant’s written consent (herein referred to collectively as the “Matters of Record”) during the Term.

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30. OBLIGATIONS TO MODIFY EASEMENTS.

Landlord agrees, and its Lender, by accepting an assignment of this Lease, agrees, that if no Event of Default shall have occurred and be continuing, then upon request by Tenant (and only after all documentation required by Landlord to consummate the relevant transaction shall have been provided to Landlord), (i) to enter into or modify with Tenant, at Tenant’s expense, such easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as Tenant may desire for the operation of the Premises (collectively, “Easements”) or (ii) to dedicate or transfer, at Tenant’s expense, minor non-essential unimproved portions of the Premises for road, highway or other public purposes to the extent such dedications or transfers are consistent with commercially reasonable development of the Premises (the “Dedications”); provided, that Landlord and Lender shall be obligated to take any such action only if (a) any such Easements or Dedications do not adversely affect the value of the Premises (or do not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Easements or Dedications) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property, (b) any such Easements or Dedications do not materially impair Tenant’s use or operation of the Premises and is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises, (c) Tenant advises Landlord of the amount of the consideration, if any, being paid for such Easements or Dedications and that Tenant considers the consideration, if any, being paid for such Easements or Dedications to be fair and adequate, (d) for so long as this Lease is in effect, Tenant will perform all obligations, if any, of Landlord under the applicable instrument and Tenant will remain obligated under this Lease in accordance with its terms, and (e) Tenant pays all out-of-pocket costs and expenses incurred by Landlord and Lender, including, without limitation, title bring-down and insurance costs, in connection with said Easements or Dedications including, without limitation, reasonable attorneys’ fees, all of which (items (a)—(e) above) Tenant shall certify to Lender and Landlord in writing (in the form of Schedule 3 to this Lease) at the time the request is made for such Easements or Dedications. Tenant’s request shall also include (i) the authorized undertaking of Tenant and Guarantor, in form and substance reasonably satisfactory to Landlord, to the effect that Tenant and Guarantor will remain obligated hereunder and under the Guarantor’s guaranty of this Lease to the same extent as if such Easements or Dedications had not been made, (ii) confirmation of the lien priority of the Mortgage and such instruments, certificates, surveys, title insurance policy endorsements and opinions of counsel reasonably acceptable to Landlord or its Lender as Landlord or its Lender may reasonably request, and (iii) a letter from a qualified appraiser reasonably acceptable to Landlord and Lender addressed to Landlord and its Lender establishing that the requirement of subpart (a) of the first sentence of this Section 30 has been satisfied, and that the Easements or Dedications are not estimated to reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord therefor.

31. TAXES.

(a) Subject to the provisions hereof relating to contests, Tenant shall pay and discharge, before any interest or penalties are due thereon, all of the following taxes, charges, assessments, levies and other items (collectively, “tax” or “taxes”), even if unforeseen or extraordinary, which are imposed or assessed prior to the Lease Commencement Date or on or subsequent to the Lease Commencement Date during the Term, regardless of whether payment

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thereof is due prior to, during or after the Term: all taxes of every kind and nature (including, without limitation, real, ad valorem and personal property), on or with respect to the Premises (including, without limitation, any taxes assessed against Landlord’s reversionary estate in the Premises or in connection with the Utility Infrastructure or Critical Fixtures and Equipment), the Fixed Rent or Additional Rent payable hereunder, this Lease or the leasehold estate created hereby; all charges and/or assessments for any easement or agreement maintained for the benefit of the Premises; and all general and special assessments, levies, water and sewer assessments and other utility charges, use charges and rents and all other public charges and/or taxes whether of a like or different nature. Landlord shall promptly deliver to Tenant any bill or invoice Landlord receives with respect to any tax; provided, that the Landlord’s failure to deliver any such bill or invoice shall not limit Tenant’s obligation to pay such tax. Landlord agrees to cooperate with Tenant to enable Tenant to receive tax bills directly from the respective taxing authorities. Nothing herein shall obligate Tenant to pay, and the term “taxes” shall exclude (unless the taxes referred to in clauses (i) and (ii) below are in lieu of or a substitute for any other tax or assessment upon or with respect to any of the Premises which, if such other tax or assessment were in effect on the Lease Commencement Date, would be payable by Tenant hereunder or by Law), federal, state or local (i) franchise, capital stock or similar taxes, if any, of Landlord, (ii) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by Landlord’s net income, (iii) any estate, inheritance, succession, gift, capital levy or similar taxes of Landlord, (iv) taxes imposed upon Landlord under Section 59A of the Internal Revenue Code of 1986, as amended, or any similar state, local, foreign or successor provision, (v) any amounts paid by Landlord pursuant to the Federal Insurance Contribution Act (commonly referred to as FICA), the Federal Unemployment Tax Act (commonly referred to as FUTA), or any analogous state unemployment tax act, or any other payroll related taxes, including, but not limited to, any required withholdings relating to wages, (vi) except as otherwise provided in Section 14(d) of this Part II, any taxes in connection with the transfer or other disposition of any interest, other than Tenant’s (or any person claiming under Tenant), in the Premises or this Lease, to any person or entity, including, but not limited to, any transfer, capital gains, sales, gross receipts, value added, income, stamp, real property gains or withholding tax, and (vii) any interest, penalties, professional fees or other charges relating to any item listed in clauses (i) through (vi) above; provided, further, that Tenant is not responsible for making any additional payments in excess of amounts which would have otherwise been due, as tax or otherwise, but for a withholding requirement which relates to the particular payment and such withholding is in respect to or in lieu of a tax which Tenant is not obligated to pay; and provided, further, that if at any time during the Term of this Lease, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a tax upon the value of the Premises or any present or future improvement or improvements on the Premises, including any tax which uses rents received from Tenant as a means to derive value of the property subject to such tax, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant, but only to the extent that such levies or taxes would be payable if the Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided. In the event that any assessment against the Premises is payable in installments, Tenant may pay such assessment in installments; and in such event, Tenant shall be liable only for those installments which become due and payable prior to or during the Term, or which are appropriately allocated to the Term even if due and payable after the Term. Tenant shall deliver, or cause to be delivered, to Landlord, promptly upon Landlord’s written request, evidence satisfactory to Landlord that the taxes required to be paid pursuant to this Section 31 have been so paid and are not then delinquent.

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(b) After prior written notice to Landlord, at Tenant’s sole cost, Tenant may contest (including seeking an abatement or reduction of) in good faith any taxes agreed to be paid hereunder; provided, that (i) Tenant first shall satisfy any Legal Requirements, including, if required, that the taxes be paid in full before being contested, (ii) no Event of Default has occurred and is continuing, and (iii) failing to pay such taxes will not subject Landlord or Lender to criminal penalties or fines or to prosecution for a crime, or result in the sale, forfeiture or loss of any portion of the Premises, the Fixed Rent or any Additional Rent. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and shall indemnify, defend and hold Landlord and Lender and all other Indemnified Parties harmless against any and all losses, judgments, decrees and costs (including, without limitation, all reasonable attorneys’ fees and expenses) in connection with any such contest and shall promptly, after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. At Tenant’s sole cost, Landlord shall assist Tenant as reasonably necessary with respect to any such contest, including joining in and signing applications or pleadings. Any rebate applicable to any portion of the Term shall belong to Tenant.

(c) In the event a refund of Taxes is obtained and actually paid to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any unrecouped, out-of-pocket expenses or losses in connection with obtaining such refund) to the next installment(s) of Fixed Rent. If such refund is received after the end of the Term and relates to periods during the Term, Landlord shall remit such refund to Tenant within thirty (30) days after receipt. This provision shall survive the expiration or other termination of this Lease.

32. INSURANCE.

(a) Landlord shall maintain, at Tenant’s cost and expense, with all premiums therefor and deductibles due in connection therewith constituting Additional Rent, All-Risk insurance for the Premises in an amount equal to no less than one hundred percent (100%) of the replacement value of the Building, all of Tenant’s alterations and improvements of which Landlord has notice, and Landlord’s personal property including its furniture, fixtures and equipment, which shall also include loss of rent coverage (also known as rental income coverage, earthquake coverage, flood coverage and shall be subject to commercially reasonable deductibles, in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by “All Risk” policies carried by landlords of comparable buildings in the vicinity of the Building. Landlord shall also obtain and keep in full force, at Tenant’s cost and expense, a policy of commercial general liability in amounts and with deductibles comparable to the insurance being carried by landlords of other comparable quality buildings in the vicinity of the Building. Landlord may obtain, but shall have no obligation to do so, at Landlord’s cost and expense, environmental insurance sufficient to cover Environmental Claims for pre-existing conditions in the Premises prior to the Lease Commencement Date.

(b) Tenant also shall maintain General Liability coverage (including but not limited to personal injury, broad form contractual liability, owner’s (i.e., Tenant’s) contractors, protective and broad form property damage). The minimum limits of liability shall be a

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combined single limit with respect to each occurrence of not less than [***]. The policy shall be primary coverage for Tenant and Landlord for any liability arising out of Tenant’s and Tenant’s employees’ use, occupancy or maintenance of the Premises and all areas appurtenant thereto. The policy shall contain a severability of interest clause. Not more frequently than once in any three (3) year period, if, in the opinion of the insurance consultant retained by Landlord, at Landlord’s sole cost and expense, the amount of public liability and property damage insurance coverage at the time is not substantially equivalent to that customarily carried by landlords of comparable buildings in the vicinity of the Building, Tenant shall increase the insurance coverage as reasonably required by Landlord’s insurance consultant; provided however, that in no event shall any such insurance coverage be increased in excess of that which is from time to time being required by comparable landlords of comparable tenants leasing comparable amounts of space in other comparable buildings in the vicinity of the Building.

(c) At all times when any construction is in progress, Tenant shall maintain or cause to be maintained by its contractors and subcontractors with such companies reasonably approved by Landlord, builder’s risk insurance, completed value form, covering all physical loss, in an amount reasonably satisfactory to Landlord.

(d) Any insurance maintained by Tenant pursuant to this Section 32 shall name Landlord as additional insured parties and/or as loss payees, as appropriate.

(e) [INTENTIONALLY OMITTED]

(f) Tenant may carry such All-Risk Property Insurance on their own personal property and General Liability insurance by way of a Package and Umbrella Policy, or any equivalent thereof.

(g) Tenant may carry leased General Liability insurance covering the Premises and other locations of Tenant and/or of Tenant’s affiliates and Tenant may maintain the required limits in the form of excess and/or umbrella policies, provided that the other requirements set forth herein have been satisfied.

(h) Tenant at its cost shall maintain on all of its personal property in, on, or about the Premises, an “All Risk” property policy including coverage for earthquake and sprinkler leakage and containing an agreed amount endorsement in an amount not less than one hundred percent (100%) of the full replacement cost valuation.

(i) Tenant shall maintain Workers’ Compensation insurance as required by law [and Employer’s Liability insurance in an amount not less than [***].]

(j) All insurance coverage required to be carried hereunder shall be carried with insurance companies licensed to do business in the state in which the Premises is located and which have a claims paying ability rating of “A” or better by S&P and a rating of “A2” or better by Moody’s, and shall require the insured’s insurance carrier to notify the Landlord and Lender at least thirty (30) days prior to any cancellation of such insurance. Notwithstanding the foregoing, Tenant may carry insurance with companies which are affiliated with Tenant (and do not meet the requirements herein) provided such insurance provided by such companies shall not exceed the deductible or self insurance limitations herein.

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The insurance policies shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. If said insurance or part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord and Lender. All insurance required to be carried by Tenant hereunder shall be primarily in respect of the acts of Tenant and all liability insurance required to be maintained by Landlord shall be primary in respect of the acts of Landlord.

(k) During such time as (i) the tangible net worth of Guarantor, as determined in accordance with generally accepted accounting principles consistently applied, shall be not less than the product of (A) [***] times (B) the CPI Factor, and (ii) Guarantor’s long-term unsecured debt is rated at least “A-“ by S&P and “A2 “ by Moody’s, Tenant may self-insure the coverage referred to in this Section 32, provided that such self insurance program does not violate any Laws. Tenant shall provide Landlord with annual certificates indicating its decision to self-insure hereunder.

(l) Each insurance policy referred to above to the extent applicable, contains standard non-contributory mortgagee clauses in favor of Lender and shall provide that it may not be canceled except after thirty (30) days prior notice to Landlord.

(m) Tenant shall pay all premiums for the insurance required by this Section 32 as they become due, and shall renew or replace each policy, and shall deliver to Landlord and Lender a certificate or other evidence of the then existing policy and each renewal or replacement policy, not less than fifteen (15) days prior to the expiration of such policy (together with a certificate of a responsible officer of Tenant or Guarantor that the insurance maintained by Tenant with respect to the Premises is in compliance with the requirements of this Section 32 of Part II of this Lease). In the event of Tenant’s failure to comply with any of the foregoing requirements, Landlord shall be entitled to procure such insurance. Any sums so expended by Landlord, together with interest thereon from the date paid at the Lease Default Rate, shall be Additional Rent and shall be repaid by Tenant to Landlord, if accompanied by an invoice or other supporting documentation, within five days of receipt of written demand therefor by Landlord.

33. LANDLORD EXCULPATION.

Anything contained herein to the contrary notwithstanding, any claim based upon liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Premises and shall not be enforced against the Landlord individually or personally other than with respect to fraud or the misappropriation of insurance or condemnation proceeds. In no event shall any partner, shareholder, trustee, manager, member, beneficial owner, officer, director or other owner or agent of Landlord have any liability under this Lease.

34. LANDLORD’S TITLE.

The Premises are demised and let subject to the Permitted Encumbrances without representation or warranty by Landlord, except as herein expressly provided. The recital of the Permitted Encumbrances herein shall not be construed as a revival of any Permitted Encumbrance which has expired.

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35. QUIET ENJOYMENT.

Landlord warrants and agrees that Tenant, on paying the Fixed Rent, Additional Rent and other charges due hereunder and performing all of Tenant’s other obligations pursuant to this Lease, shall and may peaceably and quietly have, hold, and enjoy the Premises for the full Term, free from molestation, eviction, or disturbance by Landlord or by any other person(s) lawfully claiming by, through or under Landlord, subject, however, to the Permitted Encumbrances. Any failure by Landlord to comply with the foregoing warranty shall not give Tenant any right to cancel or terminate this Lease, or to abate, reduce or make deduction from or offset against any Fixed Rent, Additional Rent or other sum payable under this Lease, or to fail to perform or observe any other covenant, agreement or obligation hereunder.

36. [INTENTIONALLY OMITTED]

37. BROKER.

Landlord and Tenant each represent and warrant that it has had no dealings or conversations with any real estate broker in connection with the negotiation and execution of this Lease. LANDLORD AND TENANT EACH AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER AGAINST ALL LIABILITIES ARISING FROM ANY CLAIM OF ANY REAL ESTATE BROKERS, INCLUDING COST OF REASONABLE COUNSEL FEES, RESULTING FROM THEIR RESPECTIVE ACTS. IN THE EVENT OF ANY BREACH OF LANDLORD’S REPRESENTATIONS UNDER THIS SECTION 37 OR ANY CLAIM BY TENANT AGAINST LANDLORD FOR ANY INDEMNITY UNDER THIS SECTION 37, TENANT SHALL HAVE NO RIGHT TO ABATE OR DEFER ANY PAYMENT OF ANY FIXED RENT, ADDITIONAL RENT AND/OR OTHER AMOUNTS DUE UNDER THIS LEASE, OR TO EXERCISE ANY RIGHTS OF OFFSET WITH RESPECT THERETO, AND TENANT HEREBY EXPRESSLY WAIVES ANY SUCH RIGHTS THAT MAY EXIST AT LAW, IN EQUITY OR OTHERWISE.

38. TRANSFER OF TITLE.

In the event that at any time Landlord shall sell or transfer the Premises, provided the purchaser or transferee expressly assumes in writing the obligations of Landlord hereunder, the Landlord named herein shall not be liable to Tenant for any obligations or liabilities based on or arising out of events or conditions occurring on or after the date of such sale or transfer. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease.

39. NO CONTINUOUS OPERATION.

Anything in this Lease, express or implied, to the contrary notwithstanding, Landlord agrees that Tenant shall be under no duty or obligation, either express or implied, to continuously conduct its business in the Premises at any time during the Term.

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40. HAZARDOUS MATERIALS.

(a) For the purposes hereof, the term “Hazardous Materials” shall include, without limitation, any material, waste or substance which is (i) included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “hazardous wastes” in or pursuant to any Laws, or subject to regulation under any Law; (ii) listed in the United States Department of Transportation Optional Hazardous Materials Table, 49 C.F.R. Section 172.101, as enacted as of the date hereof or as hereafter amended, or in the United States Environmental Protection Agency List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as enacted as of the date hereof or as hereafter amended; or (iii) explosive, radioactive, asbestos, a polychlorinated biphenyl, petroleum or a petroleum product or waste oil. The term “Environmental Laws” shall include all Laws applicable to the Premises pertaining to health, industrial hygiene, Hazardous Materials or the environment, including, but not limited to each of the following, as enacted as of the date hereof or as hereafter amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act), 33 U.S.C. §1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq.

(b) Landlord represents and warrants to Tenant that, except as disclosed in the environmental reports listed on Exhibit E hereto, (i) neither the Premises, nor any portion thereof, has been used, to the best of Landlord’s knowledge, by any prior owner for the generation, manufacture, storage, handling, transfer, treatment, recycling, transportation, processing, production, refinement or disposal (each, a “Regulated Activity”) of any Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws); and (ii) to the best of Landlord’s knowledge, there are no Hazardous Materials present on, in or under the Premises or any portion thereof (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws). Tenant covenants that it: (i) will comply, and will cause the Premises to comply, with all Environmental Laws, (ii) will not use, and shall prohibit the use of the Premises for Regulated Activities or for the storage, handling or disposal of Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), (iii) (A) will not install or permit the installation on the Premises of any underground storage tanks or surface impoundments (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), and (B) with respect to any petroleum contamination on the Premises which originates from a source off the Premises, Tenant shall notify all responsible third parties and appropriate government agencies (collectively, “Third Parties”) and shall prosecute the cleanup of the Premises by such Third Parties, including, without limitation, undertaking legal action, if necessary, to enforce the cleanup obligations of such Third Parties and, to the extent not done so by such Third Parties and to the extent technically feasible and commercially practicable, Tenant shall remediate such petroleum contamination), and (iv) shall cause any alterations of the Premises to be done in a way which complies with applicable Environmental Laws, including Environmental Laws relating to exposure of persons working on or visiting the Premises to Hazardous Materials. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials generated, stored or disposed of by Tenant during the Term and free of all Environmental Default by Tenant.

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(c) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents) in or about the Premises or otherwise during the Term (unless caused by Landlord or a Landlord Party). In addition, Tenant shall give Landlord immediate verbal and follow-up written notice of any actual or threatened Environmental Default of which Tenant has, or reasonably should have, knowledge, which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the reasonable satisfaction of Landlord and (unless Environmental Laws or a governmental authority require otherwise) only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. An “Environmental Default” means any of the following, to the extent occurring during the Term, by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents): a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises (or any part thereof); an environmental condition requiring for which a responsive action is required by a governmental authority or under Environmental Law; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to promptly address same to Landlord’s reasonable satisfaction, to perform, at Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, and Landlord determines that Tenant has committed an Environmental Default relating to such conjectured pending or threatened Environmental Default that continues, then Tenant shall pay the reasonable costs therefore as Additional Rent.

(d) To the extent that Tenant or Landlord has knowledge thereof, they shall promptly provide notice to the other party hereto of any of the following matters which are not specified in the Environmental Reports described on Exhibit E hereto:

(i) any proceeding or investigation commenced or threatened by any governmental authority with respect to the presence of any Hazardous Material affecting the Premises;

(ii) any proceeding or investigation commenced or threatened by any governmental authority, against Tenant or Landlord, with respect to the presence, suspected presence, release or threatened release of Hazardous Materials from any property owned by Landlord;

(iii) all written notices of any pending or threatened investigation or claims made or any lawsuit or other legal action or proceeding brought by any person against (A) Tenant or Landlord or the Premises, or (B) any other party occupying the Premises or any portion thereof, in any such case relating to any loss or injury allegedly resulting from any Hazardous Material or relating to any violation or alleged violation of Environmental Laws;

(iv) the discovery of any occurrence or condition on the Premises, of which Tenant or Landlord as applicable, becomes aware and which is not corrected within ten (10)

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days, or written notice received by Tenant of an occurrence or condition on any real property adjoining or in the vicinity of the Premises, which reasonably could be expected to lead to the Premises or any portion thereof being in violation of any Environmental Laws or subject to any restriction on ownership, occupancy, transferability or use under any Environmental Laws or which might subject Tenant, Landlord or Lender to any Environmental Claim. “Environmental Claim” means any claim, action, investigation or written notice by any person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (A) the presence, or release into the environment, of any Hazardous Materials at the Premises, or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; and

(v) the commencement and completion of any Remedial Work.

(e) Landlord shall indemnify and hold Tenant, its employees and agents harmless from and against any Environmental Claim based on or arising out of the presence or removal of, or failure to remove Hazardous Materials generated, used, released, stored or disposed of in or about the Premises prior to the Lease Commencement Date or otherwise prior to the Lease Commencement Date, unless such damage, injury, loss, liability, charge, demand or claim suffered by Tenant is covered by any environmental or pollution control insurance carried by Landlord in connection with Section 32(a) above. In the event Tenant shall make a demand upon Landlord’s carrier of the aforesaid insurance (the “Carrier”) and the Carrier shall deny such claim, Tenant shall commence and diligently prosecute a lawsuit in the appropriate court to enforce such claim. In the event such court does not enter a judgment awarding Tenant the amounts due under such policy, provided Tenant diligently prosecuted the applicable suit as required above, Tenant may seek recovery from Landlord pursuant to Landlord’s indemnity obligations under this Section 40(e). In such a case, at Landlord’s request, Tenant shall assign all of its rights of, in, to, and in connection with said claim and shall provide reasonable cooperation to Landlord in connection with any procecution of such claim.

(f) Upon Landlord’s reasonable request, at any time after the occurrence and during the continuation of an Event of Default hereunder or at such other time as Landlord has reasonable grounds to believe that Hazardous Materials (except to the extent those substances are permitted to be used by Tenant under Section 40(b) of this Part II are or have been released, stored or disposed of on or around the Premises or that the Premises may be in violation of Environmental Laws, Tenant shall provide, at Tenant’s sole cost and expense, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Landlord and Lender indicating the presence or absence of the reasonably suspected Hazardous Materials on the Premises the presence or absence of friable asbestos or substances containing asbestos on the Premises, as the case may be. If Tenant fails to provide such inspection or audit within thirty (30) days after such request, Landlord may order the same, and Tenant hereby grants to Landlord and Lender and their respective employees, contractors and agents access to the Premises upon reasonable notice and a license to undertake such inspection or audit. The cost of such inspection or audit, together with interest thereon at the Lease Default Rate from the date Tenant is provided with written confirmation of costs incurred by Landlord until actually paid by Tenant, shall be immediately paid by Tenant on demand.

36

(g) Without limiting the foregoing, where recommended by any environmental assessment prepared for the Premises conducted after the date hereof and not relating to a conditioned existing at the date hereof, Tenant shall establish and comply with an operations and maintenance program relative to the Premises, in form and substance reasonably acceptable to Landlord, prepared by an environmental consultant reasonably acceptable to Landlord, which program shall address any Hazardous Materials (including, without limitation, asbestos containing material or lead based paint) that may now or in the future be detected on the Premises. Without limiting the generality of the preceding sentence, Landlord may reasonably require (i) periodic notices or reports to Landlord and Lender in form, substance and at such intervals as Landlord may reasonably specify to address matters raised in any such applicable environmental assessments, (ii) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters, (iii) at Tenant’s sole cost and expense, supplemental examination of the Premises by consultants reasonably acceptable to Landlord to address matters raised in any such applicable environmental assessments, (iv) access to the Premises upon reasonable notice, by Landlord or Lender, and their respective agents or servicer, to review and assess the environmental condition of the Premises and Tenant’s compliance with any operations and maintenance program, and (v) variation of the operation and maintenance program in response to the reports provided by any such consultants.

(h) The indemnity obligations and the rights and remedies of the parties under this Section 40 shall survive the termination of this Lease.

41. WAIVER OF LANDLORD’S LIEN.

Landlord hereby waives any right to distrain trade fixtures, inventory and other personal property of Tenant and any landlord’s lien or similar lien upon trade fixtures, inventory and any other personal property of Tenant regardless of whether such lien is created or otherwise. At the request of Tenant, Landlord shall execute a waiver of any landlord’s or similar lien for the benefit of any holder of a security interest in or lessor of any trade fixtures, inventory or any other personal property of Tenant. Landlord agrees to acknowledge (in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that trade fixtures owned by Tenant are Tenant’s property and not part of the Building (regardless of whether or to what extent trade fixtures and/or other personal property are affixed to the Building) or otherwise subject to the terms of this Lease.

42. ESTOPPEL CERTIFICATE.

Landlord and Tenant agree to deliver to each other, from time to time as reasonably requested in writing, and within a reasonable period of time after receipt of such request, an estoppel certificate, addressed to such persons as the requesting party may reasonably request, certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), the dates to which any Fixed Rent due hereunder has been paid in advance, if any, and that to the knowledge of the signer of such certificate, no default hereunder by either Landlord or Tenant exists hereunder (or specifying each such default to which this signer may have knowledge), together with such other information as Landlord or Tenant may reasonably require with respect to the status of this Lease and Tenant’s use and occupancy of the Premises.

37

43. NOTICE OF LEASE.

Upon the request of either party hereto, Landlord and Tenant agree to execute a short form Notice of Lease or Memorandum of Lease in recordable form, setting forth information regarding this Lease, including, without limitation, if available, the dates of commencement and expiration of the Term.

44. MISCELLANEOUS.

(a) This Lease shall be governed and construed in accordance with the Laws of the state in which the Premises is located.

(b) The headings of the Sections of Part I and Part II, are for convenient reference only, and are not to be construed as part of this Lease.

(c) The language of this Lease shall be construed according to its plain meaning, and not strictly for or against Landlord or Tenant; and the construction of this Lease and of any of its provisions shall be unaffected by any argument or claim that this Lease has been prepared, wholly or in substantial part, by or on behalf of Tenant or Landlord.

(d) Landlord and Tenant each warrant and represent to the other, that each has full right to enter into this Lease and that there are no impediments, contractual or otherwise, to full performance hereunder.

(e) This Lease shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of Landlord and the successors and assigns of Tenant.

(f) In the event of any suit, action, or other proceeding at law or in equity, by either party hereto against the other, by reason of any matter arising out of this Lease, the prevailing party shall recover, not only its legal costs, but also reasonable attorneys’ fees (to be fixed by the Court) for the maintenance or defense of said suit, action or other proceeding, as the case may be.

(g) A waiver by either party of any breach(es) by the other of any one or more of the covenants, agreements, or conditions of this Lease, shall not bar the enforcement of any rights or remedies for any subsequent breach of any of the same or other covenants, agreements, or conditions.

(h) This Lease and the referenced schedules and exhibits set forth the entire agreement between the parties hereto and may not be amended, changed or terminated orally or by any agreement unless such agreement shall be in writing and signed by Tenant and Landlord and approved in writing by the Lender. Landlord and Tenant further agree that this Lease shall not be amended and no amendment shall be effective unless in writing signed by both parties thereto.

(i) If any provision of this Lease or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is held

38

invalid or unenforceable shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by Law.

(j) The submission of this Lease for examination does not constitute a reservation of or agreement to lease the Premises; and this Lease shall become effective and binding only upon proper execution and unconditional delivery thereof by Landlord and Tenant.

(k) When the context in which words are used in this Lease indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa. Further, references to “person” or “persons” in this Lease shall mean and include any natural person and any corporation, partnership, joint venture, limited liability company, trust or other entity whatsoever.

(l) All references to “business days” contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays.

(m) Time is of the essence in the payment and performance of the obligations of Tenant under this Lease.

(n) In the event that the Landlord hereunder consists of more than one (1) person, then all obligations of the Landlord hereunder shall be joint and several obligations of all persons named as Landlord herein. If any such person directly or indirectly transfers its interest in the Premises, whether by conveyance of its interest in the Premises, merger or consolidation or by the transfer of the ownership interest in such Person, such transferee and its successors and assigns shall be bound by this subparagraph (n). All persons named as Landlord herein shall collectively designate a single person (the “Designated Person”) to be the person entitled to give notices, waivers and consents hereunder. Landlord agrees that Tenant may rely on a waiver, consent or notice given by such Designated Person as binding on all other persons named as Landlord herein; provided, that any amendment, change or termination of this Lease which is permitted under Section 44(h) of this Part II must be signed by all persons named as Landlord. The Designated Person shall be the only person entitled to give notices hereunder by the Landlord, and Tenant may disregard all communications from any other person named as Landlord herein, except as provided in the immediately following sentence. The identity of the Designated Person may be changed from time to time by ten (10) business days’ advance written notice to the Tenant signed by either the Designated Person or by all persons named as Landlord herein.

(o) Tenant will furnish to Landlord on June 1 and December 31 of each calendar year during the Term, copies of all financial statements relating to the Premises or Tenant’s operations at the Premises (whether or not otherwise publicly disclosed) prepared in the ordinary course of its business. Landlord hereby agrees to maintain such financial information as proprietary and confidential and agrees not to disclose any such information to any third party other than any Lender, or prospective purchaser of the Premises, or to Landlord’s attorneys, accountants, and similar business advisor(s); provided, however, any such disclosure of financial information to any of the foregoing parties may only be made subject to disclosure restrictions that are at least as restrictive as the provisions set forth in this Section 44.

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45. RESTRICTIONS ON SALE TO TENANT COMPETITORS.

Notwithstanding the foregoing provisions of this Lease, so long as no Event of Default has occurred, Savvis Asset Holdings, Inc. or one of its Affiliates is the Tenant hereunder, no default has occurred in connection with the Corporate Guaranty (defined in Schedule 3 attached hereto) and the Corporate Guaranty remains in full force and effect, Landlord shall in no event sell or transfer the Premises to a “Savvis Competitor”, without Tenant’s prior written consent. As used herein, “Savvis Competitor” shall mean and refer to any one of the five (5) entities listed on Exhibit F hereto, provided Savvis Asset Holdings, Inc. or one of its Affiliates may, in good faith but in its sole discretion, change any one or all of the entities so listed, by delivering written notice of such change to Landlord on June 1^st and/or Decemver 31st of any calendar year so long as such subsequently listed entity is in good faith (but Savvis’ sole discretion) considered a competitor and is neither principally engaged in the real estate acquisition, disposition, leasing, or development business nor in the business of financing or investing in such real estate companies. In addition, Landlord will deliver to Tenant a copy of any initial marketing materials circulated by Landlord to the market at-large in connection with any proposed sale of the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the Date of Lease above written.

[SIGNATURE PAGES FOLLOW.]

40

LANDLORD’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

MEERKAT SC5 LLC, a Delaware limited liability company
By:	MEERKAT VENTURES LLC, Manager
	By:	MEERKAT INTERESTS LLC, Manager
		By:
			Lammot J. du Pont, Managing Member
		By:	/s/ Hossein Fateh
			Hossein Fateh, Managing Member
	By:	MEERKAT EQUITY LLC, Manager
		By:	MEERKAT MEMBERS LLC, Manager
			By:
				Lammot J. du Pont, Managing Member
			By:	/s/ Hossein Fateh
				Hossein Fateh, Managing Member

41

TENANT’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

/s/ Grier Raclin
By:	Grier Raclin
Its:	Chief Legal Officer & Corporate Secretary

42

SCHEDULE 1

STIPULATED LOSS VALUES

[This shall be a schedule of partially amortizing values satisfactory to the Landlord and Lender which shall begin at, but not exceed, 100% of the purchase price paid by Landlord for the Premises or, if greater, the original Loan amount.]

S1-1

SCHEDULE 2

FIXED RENT AMOUNTS

SUBPART A

[Rent Chart Calculations Subject To Confirmation By Landlord]

Lease Year	Rate Per Rentable Square Foot	Fixed Rent Per Annum	Fixed Rent Per Month
1	$[***]	$[***]	$[***]
2	$[***]	$[***]	$[***]
3	$[***]	$[***]	$[***]
4	$[***]	$[***]	$[***]
5	$[***]	$[***]	$[***]
6	$[***]	$[***]	$[***]
7	$[***]	$[***]	$[***]
8	$[***]	$[***]	$[***]
9	$[***]	$[***]	$[***]
10	$[***]	$[***]	$[***]
11	$[***]	$[***]	$[***]
12	$[***]	$[***]	$[***]
13	$[***]	$[***]	$[***]
14	$[***]	$[***]	$[***]
15	$[***]	$[***]	$[***]

SUBPART B

During the Initial Term, Fixed Rent shall be paid in the amounts hereinafter set forth in Subpart A of this Schedule 2 with respect to the Initial Term. During any fixed rate Extension Period described in Section 12 of Part I of this Lease, Fixed Rent shall be paid at the Fair Market Rental Value with respect to such fixed rate Extension Periods. Notwithstanding the provisions below, in no event shall the annual Fair Market Rental Value for the first year of the first Extension Period be less than [***] of the annual Fixed Rent for the last year of the Initial Term and the Fair Market Rental Value shall increase by no less than [***] annually each year of any Extension Period.

During any Extension Period, Fixed Rent shall be paid in an amount equal to [***] of the Fair Market Rental Value of the Premises for such Extension Period as determined by a Appraiser as hereinafter set forth in this Schedule 2; provided, that during the first [***] years of the first Extension Period, Fixed Rent shall be equal to [***] of the Fair Market Rental Value as so determined. In the event Tenant exercises

S2-1

a Renewal Option to extend this Lease for an Extension Period, then Landlord and Tenant shall attempt in good faith for a period of ten (10) days to agree upon a single Appraiser; and if Landlord and Tenant are so able to agree, the determination by such single Appraiser of a Fair Market Rental Value for the Premises for such Extension Period shall be final and binding on the parties. If Landlord and Tenant are unable to agree upon a single Appraiser within the above-stated ten (10) day period, then the following procedures shall apply:

(a) Within seven (7) days after the conclusion of the ten (10) day period, each party shall submit to the other party an independent third-party Appraiser who must satisfy the qualifications for an Appraiser in the Lease, and neither of whom (i) may be a present or former employee or business associate (or a relative of any such employee or business associate) of either Landlord or Tenant, or (ii) shall have any other financial or economic interest in, or relationship with, Landlord or Tenant.

(b) The two Appraisers so selected shall promptly proceed to determine the Fair Market Rental Value of the Premises (considering the other terms of this Lease) for such Extension Period; and if the two Appraisers agree on such Fair Market Rental Value, their determination shall be final and binding on all parties. If the two appraisers so selected are unable to agree on the Fair Market Rental Value but the appraisals are no more than ten percent (10%) apart, computed from the base of the higher appraisal, the two appraisals shall be averaged and the average shall constitute the Fair Market Rental Value of the Premises for such Extension Period. If the appraisals differ by more than ten percent (10%), such two Appraisers shall select a third Appraiser (who must satisfy the qualifications for an Appraiser in the Lease); and if the two Appraisers are unable to agree upon a third Appraiser within fifteen (15) days, then they shall in lieu thereof each select the names of two willing persons qualified to be Appraisers hereunder and from the four persons so named, one name shall be drawn by lot by a representative of Landlord in the presence of a representative of Tenant, and the person whose name is so drawn shall be the third Appraiser. If either of the first two Appraisers fails to select the names of two willing, qualified Appraisers and to cooperate with the other Appraiser so that a third Appraiser can be selected by lot, the third Appraiser shall be selected by lot from the two Appraisers which were selected by the other Appraiser for the drawing. Any vacancy in the office of the first two Appraisers shall be filled by the party who initially selected that Appraiser, and if the appropriate party fails to fill any vacancy within fifteen (15) days after such vacancy occurs, then such vacancy shall be filled by the other party. Any vacancy in the office of the third Appraiser shall be filled by the first two Appraisers in the manner specified above for the selection of a third Appraiser. The third Appraiser shall, within fifteen (15) days after having been selected, render his or her opinion of which of the amounts proposed by the original two Appraisers most closely represents the actual Fair Market Rental Value of the Premises for such Extension Period, and the amount so selected by the third Appraiser shall be the Fair Market Rental Value of the Premises for such Extension Period. The fees of such Appraisers shall be paid by Tenant.

S2-2

SCHEDULE 3

CERTIFICATE AND AGREEMENT

REGARDING MATTERS OF RECORD

THIS Certificate and Agreement Regarding Matters of Record (this “Certificate”) is delivered by Savvis Asset Holdings, Inc., a Delaware corporation (“Tenant”), pursuant to Section 30 of Part II of that certain Lease dated as of                     , 2004, by and between MEERKAT SC5 LLC, as Landlord (herein so called), and Tenant (the “Lease”).

Tenant has prepared or had prepared a [description of instrument], a copy of which is attached hereto (the “Instrument”), to be filed of record with respect to the Premises (as defined in the Lease) and has requested, and does hereby request, that Landlord and Lender (as defined in the Lease) consent to, execute, acknowledge and deliver the Instrument which will be filed of record by Tenant, and that Lender subordinate its Mortgage (as defined in the Lease) and other loan documents to the Instrument or, in connection with any Dedications (as defined in the Lease), that Lender release its Mortgage with respect to the portion of the Premises that is the subject of such Dedication. In order to induce Landlord and Lender to take such actions, and with the understanding that Landlord and Lender will rely on the matters set forth herein, Tenant does hereby represent, warrant and certify to, and agree with for the benefit of Landlord and Lender as follows:

1. Tenant hereby consents to the Instrument, and agrees that the Instrument shall constitute “Matters of Record” as defined in Section 29 of Part II of the Lease.

2. Tenant hereby represents, warrants and certifies to Landlord and Lender that:

(a) A true, correct and complete copy of the Instrument is attached to this Certificate;

(b) The Instrument is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises;

(c) The Instrument does not adversely affect the value of the Premises (or does not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Instrument) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property; and

(d) The Instrument does not materially impair Tenant’s use or operation of the Premises.

3. Tenant agrees that for so long as the Lease is in effect, it will perform all obligations, if any, of Landlord under or pursuant to the Instrument and will remain obligated under the Lease in accordance with its terms.

4. Attached hereto is a true, correct and complete copy of an updated ALTA survey of the Premises prepared by [name of surveyor] which shows the location on the Premises of all grants, releases, easements and other rights or encumbrances arising pursuant to the Instrument, or which otherwise indicates the effect of the Instrument on the Premises.

S3-1

5. Attached hereto are true, correct and complete copies of certificates or agreements by [name of other property owners or governmental authorities required to approve the matters affected by the Instrument] necessary or appropriate to consent to, create or implement the matters contained in the Instrument.

6. Attached hereto is the commitment of [name of title insurer] to issue an endorsement to the loan policy of title insurance delivered to Lender with respect to the Premises indicating that after filing the Instrument, [the Mortgage will remain a first lien on the Premises][OR, WITH RESPECT TO A DEDICATION: the Mortgage will remain a first lien on the portion of the Premises remaining after the Dedication] subject only to the exceptions which were contained in such policy of title insurance and the Instrument.

7. Tenant agrees that all of its obligations under the Lease shall continue notwithstanding the execution, acknowledgment, delivery and filing of the Instrument.

8. Tenant agrees to immediately notify Landlord and Lender in writing in the event of any changes to any of the matters set forth in this Certificate.

9. Tenant will promptly pay all out-of-pocket costs and expenses incurred by Landlord and Lender in connection with said Instrument including, without limitation, reasonable attorneys’ fees.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

S3-2

IN WITNESS WHEREOF, the undersigned has executed this Certificate effective as of             ,         .

Savvis Asset Holdings, Inc., a Delaware corporation

By:

Its:

[Acknowledgment Form to be modified as necessary to comply

with the laws of the state in which the Premises are located]

STATE OF             §

                                §

COUNTY OF         §

Before me, on the          day of             , 2004, personally appeared                     ,                      of                     , a                     , and acknowledged that he executed the above instrument as his free act and deed and on behalf of said                     .

Notary Public

(Print Name:)  

My Commission Expires:

S3-3

GUARANTOR’S CONSENT

This Guarantor’s Consent (this “Consent”) is a part of the foregoing Certificate and Agreement Regarding Matters of Record. The undersigned hereby executes and delivers this Consent to indicate and evidence the following:

1. The undersigned consents to the Instrument and its effect upon the Premises, the Tenant and the Lease.

2. The Corporate Guaranty executed by the undersigned as of [February 13, 2004], with respect to the Lease (the “Corporate Guaranty”) shall continue and remain in full force and effect notwithstanding the Instrument.

The undersigned has executed and delivered this Consent in order to induce Landlord and Lender to consent to and to execute, acknowledge, deliver and file of record the Instrument, and the undersigned acknowledges that Landlord and Lender will rely on this Consent.

EXECUTED this          day of             , 2004.

	,
a
By:
Its:
ATTEST:
, Secretary
[Corporate Seal]

S3-4

Schedule _

To

Exhibit     

CERTAIN CRITICAL FIXTURES AND EQUIPMENT

1. Permanent and temporary generator systems including enclosures and fuel tanks with the associated electronic and manual switch gear.

2. Mechanical equipment and condenser equipment, air handlers and electrical dampers.

3. Racking, cage materials, cabinets and patch panels.

4. UPS Battery Systems including electrical switch gear and other similar power sources.

5. FM200 fire suppression canisters, piping and nozzles.

6. VESDA and smoke sensor stations.

7. Inside or outside security cameras, access card reader stations, VCR, multiplexer, monitors and computers.

8. Partition and conference room furniture systems and freestanding, cabinets, storage units.

9. Telephone and voice mail system with desk stations and receptionist, computers, servers, printers, phone sets.

10. Fiber Muxes or other telco and related equipment installed in MPOE rooms.

11. Emergency distribution board and telephone backboard with connectors.

12. Maintenance bypass electronic and manual switch gear.

13. Transformers and Power Distributions Units.

14. Kitchen appliances like microwaves, refrigerators and vending machines.

15. Console monitors, screen projection and screens in command center.

16. Bulletproof/resistant glass.

17. Satellite dishes and other communications equipment installed.

S4-1

EXHIBIT A

PROPERTY DESCRIPTION

2403 Walsh Avenue

Santa Clara, California

Parcel 1, as said parcel is shown on the map filed on December 22, 1995, in Book 672, Page 43, of Maps, Santa Clara County Records

Reserving therefrom a non-exclusive easement for ingress and egress, as an appurtenance to Parcel 2, as said parcel is shown on the map filed December 22, 1995 in Book 672, Page 43, of Maps, over, under, through and along those portions of Parcel 1 designated as “Private Ingress, Egress Easement” on the filed map.

Assessor’s Parcel Number:	216-28-126
Joint Plat Number:	216-28-037 and 216-28-037-01

A-1

EXHIBIT B

PERMITTED ENCUMBRANCES

MATTERS OF RECORD

1. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara
Purpose:	Storm drainage
Recorded:	May 03, 1971, in Book 9313, Page 613, Instrument No. 3998399, Official Records
Affects:	A 15 foot wide strip along the northerly portion of the land

Two private storm drain catch basins and piping extended into said easement area as disclosed by instrument recorded September 27, 1996, as Instrument No. 13463679, Official Records

2. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara
Purpose:	Electrical facilities
Recorded:	June 27, 1972, in Book 9899, Page 568, Instrument No. 4289301, Official Records
Affects:	A 15 foot wide strip along the northerly portion of the land

Two private storm drain catch basins and piping extended into said easement area as disclosed by instrument recorded September 27, 1996, as Instrument No. 13463679, Official Records.

3. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara
Purpose:	The construction, installation, maintenance, repair and operation of underground electrical systems
Recorded:	December 19, 1972, in Book 0161, Page 258, Official Records
Affects:	The southern 10 feet of the land

4. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	Pacific Telephone and Telegraph Company, a corporation
Purpose:	The construction, installation, maintenance, repair and operation of public utilities
Recorded:	March 15, 1973, in Book 0280, Page 734, Official Records
Affects:	The southern 10 feet of the land

5. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara
Purpose:	Wire clearance
Recorded:	July 23, 1974, in Book B006, Page 737, Instrument No. 48144871, Official Records
Affects:	A 5 foot wide strip along the easterly portion of the land

B-1

6. Terms, Conditions and Provisions of an instrument entitled “Agreement by and between the City of Santa Clara, California and Scientific Custom Metal Products, Inc.”

Dated:	December 14, 1993
By and Between:	The City of Santa Clara, a chartered municipal corporation and between Scientific Custom Metal Products, Inc.
Recorded:	February 2, 1994, as Instrument No. 12341249, Official Records

7. An easement for the purposes shown below and rights incidental thereto as shown or as offered for dedication on the recorded map shown below

Recorded:	December 22, 1995, in Book 672, Page 43, of Maps
Purpose:	Private ingress and egress
Affects:	Those portions lying within the areas designated as “Private Ingress, Egress Easement” on the filed map
Purpose:	Electrical service facilities
Affects:	That portion lying within the area designated as “Electrical Easement” on the filed map

8. Terms, Conditions and Provisions of an instrument entitled “Covenant Running With Land and Lien”

Dated:	June 13, 1996
By and Between:	The City of Santa Clara, a chartered municipal corporation and between Mopar, a limited liability corporation
Recorded:	September 27, 1996, as Instrument No. 13463679, Official Records

9. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara, California, a chartered municipal corporation
Purpose:	Underground electrical
Recorded:	December 20, 1996, Instrument No. 13558121, Official Records
Affects:	A northerly portion

10. Terms, Conditions and Provisions of an instrument entitled “Agreement Permitting a Pedestrian Arcade, for an Arcade Easement, and for Construction and Maintenance of an Arcade”

Dated:	December 17, 1996
By and Between:	The City of Santa Clara, a municipal corporation, Talus Corporation, a California corporation and between Mopar, LLC, a California limited liability company
Recorded:	January 30, 1997, as Instrument No. 13596407, Official Records

11. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Reserved by:	Mopar, LLC, a California limited liability company
Purpose:	Private ingress and egress
Recorded:	June 9, 1998, as Instrument No. 14225936, Official Records
Affects:	Those portions lying within the areas designated as “Private Ingress, Egress Easement” on the filed map

B-2

9. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara, California, a chartered municipal corporation
Purpose:	Underground electrical
Recorded:	May 27, 1999, Instrument No. 14833874, Official Records
Affects:	A northwesterly portion of the land

13. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara, a chartered municipal corporation
Purpose:	The construction, installation, maintenance, repair and operation of underground electrical and communication systems
Recorded:	July 13, 2000, as Instrument No. 15309023, Official Records
Affects:	A western portion of the land

B-3

EXHIBIT C

FORM OF SURVEY CERTIFICATION

ALTA/ACSM Land Title Survey

FOR

MEERKAT [LANDLORD ENTITY NAME] LLC’S AQUISITON OF

[STREET ADDRESS], [CITY], CALIFORNIA

COUNTY OF [COUNTY NAME], STATE OF CALIFORNIA

BASED UPON TITLE ORDER NO.                      OF [NAME OF TITLE INSURANCE COMPANY]

BEARING AN EFFECTIVE DATE OF [DATE]

TO: [NAME OF TITLE INSURANCE COMPANY]; [LENDER NAME]

[LANDLORD NAME]; AND [SURVEYOR COMPANY]

THE UNDERSIGNED CERTIFIES TO THE BEST OF HIS/HER PROFESSIONAL KNOWLEDGE, INFORMATION AND BELIEF, THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE ON THE DATE SHOWN BELOW OF THE PREMISES SPECIFICALLY DESCRIBED IN [NAME OF TITLE INSURANCE COMPANY] ORDER NO.                     , DATED                      AND WAS MADE (i) IN ACCORDANCE WITH THE “MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS”, JOINTLY ESTABLISHED AND ADOPTED BY ALTA, ACSM AND NSPS IN 1999; (ii) IN ACCORDANCE WITH THE “                            ” DATED                      AND INCLUDE ITEMS                  OF              SPECIFICALLY DEFINED, AND (iii) PURSUANT TO THE ACCURACY STANDARDS AS ADOPED BY ALTA, NSPS, AND ACSM AND IN EFFECT ON THE DATE OF THIS CERTIFICATION, UNDERSIGNED FURTHER CERTIFIES THAT THE SURVEY MEASUREMENTS WERE MMADE IN ACCORDANCE WITH THE “MINIMUM ANGLE, DISTANCE, AND CLOSURE REQUIREMENTS FOR SURVEY MEASUREMENS WHICH CONTROL LAND BOUNDARIES FOR ALTA/ASCM LAND TITLE SURVEYS.

Name of Surveyor

Registration No.                    

In the State of California

Date of Survey:                                 

Date of Last Revision:                         ]

C-1

EXHIBIT D

FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

[ATTACHED]

D-1

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Andrew H. Levy, Esq.

File No.: 52279-00138

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made as of the     th day of             , 2004 by and between LEHMAN ALI INC., a Delaware corporation having an address at 399 Park Avenue, New York, New York 10022 (“Lender”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation, having an address at 12851 Worldgate Drive, Herndon, Virginia 20170 (“Tenant”).

RECITALS:

A. Lender is the present owner and holder of a certain deed of trust and security agreement (together with any and all extensions, renewals, substitutions, replacements, amendments, modifications and/or restatements thereof, the “Security Instrument”) dated February 13, 2004, given by Landlord (defined below) to Lender which encumbers the fee estate of Landlord in certain premises described in Exhibit A attached hereto (the “Property”) and which secures the payment of certain indebtedness owed by Landlord to Lender evidenced by a certain promissory note dated February 13, 2004, given by Landlord to Lender (the note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “Note”);

B. Tenant is the holder of a leasehold estate in a portion of the Property under and pursuant to the provisions of a certain lease dated             , 2004 between MEERKAT SC5 LLC, a Delaware limited liability company, as landlord (the “Landlord”) and Tenant, as tenant, (such lease, as modified and amended as set forth herein being hereinafter referred to as the “Lease”);

C. SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, executed that certain Guaranty of Lease dated as of             , 2004 in favor of Lender, and

D. Tenant has agreed to subordinate the Lease to the Security Instrument and to the lien thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.

AGREEMENT:

For good and valuable consideration, Tenant and Lender agree as follows:

1. SUBORDINATION. The Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Security Instrument and to the lien thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Security Instrument had been executed, delivered and recorded prior to the execution and delivery of the Lease.

2. NON-DISTURBANCE. If any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Security Instrument shall be made subject to all rights of Tenant under the Lease, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the Lease shall be in full force and effect and (b) Tenant shall not be in default beyond any applicable cure periods under any of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed.

3. ATTORNMENT. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in

2

advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest.

4. NOTICE TO TENANT. After notice is given to Tenant by Lender that the Landlord is in default under the Note and the Security Instrument and that the rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.

5. NOTICE TO LENDER AND RIGHT TO CURE. Tenant shall notify Lender of any default by Landlord under the Lease and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of an abatement shall be effective unless Lender shall have received notice of default giving rise to such cancellation or abatement and shall have failed within sixty (60) days after receipt of such notice to cure such default, or if such default cannot be cured within sixty (60) days, shall have failed within sixty (60) days after receipt of such notice to commence and thereafter diligently pursue any action necessary to cure such default. Notwithstanding the foregoing, Lender shall have no obligation to cure any such default.

6. NOTICES. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Tenant:	Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile No. (702) 234-8374
If to Lender:	Lehman ALI Inc. 399 Park Avenue New York, New York 10022 Attention: Masood Bhatti and David Broderick, Esq. Facsimile No.: (212) 520-0130

3

or addressed as such party may from time to time designate by written notice to the other parties. For purposes of this Section 6, the term “Business Day” shall mean a day on which commercial banks are not authorized or required by law to close in the state where the Property is located. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of Lender, Tenant and Purchaser and their respective successors and assigns.

8. GOVERNING LAW. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Property is located.

9. MISCELLANEOUS. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

10. INCORPORATION. Exhibit A (Description of Property) and Exhibit B, (the Lease Guarantor’s Consent) are attached hereto and incorporated herein by this reference.

[NO FURTHER TEXT ON THIS PAGE]

4

IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as of the date first above written.

LENDER:

LEHMAN ALI INC., a Delaware corporation

By:

Name:

Title:

TENANT:

Savvis Asset Holdings, Inc, a Delaware corporation

By:

Name:

Title:

The undersigned accepts and agrees to

the provisions of Section 4 hereof:

LANDLORD:

MEERKAT SC5 LLC,

a Delaware limited liability company

By:

Name:

Title:

ACKNOWLEDGMENTS

STATE OF
	ss.
COUNTY OF

On this      day of                     , 2004, before me,                                               a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature 

My commission expires 

STATE OF
	ss.
COUNTY OF

On this      day of                                              , 2004, before me,                          a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature 

My commission expires 

STATE OF
	ss.
COUNTY OF

On this            day of                                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature                                                                                      

My commission expires                                                          

EXHIBIT A

DESCRIPTION OF PROPERTY

(attached hereto and made part hereof)

EXHIBIT B

LEASE GUARANTOR’S CONSENT

The undersigned (“Lease Guarantor”) consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty of Lease (“Lease Guaranty”) dated February 13, 2004. Lease Guarantor further reaffirms that its obligations under the Lease Guaranty are separate and distinct from Lessee’s obligations.

AGREED:
Dated as of: February 13, 2004	“LEASE GUARANTOR” SAVVIS COMMUNICATIONS CORPORATION a Delaware corporation
	By:
	Its:	President
	By:
	Its:	Chief Financial Officer

STATE OF
	ss.
COUNTY OF

On this        day of                                 , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature                                                                                      

My commission expires                                                          

STATE OF
	ss.
COUNTY OF

On this        day of                                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature                                                                                      

My commission expires                                                          

TENANT ESTOPPEL

February 13, 2004

LEHMAN ALI INC. (“Lender”)

399 Park Avenue

New York, New York 10022

Dear Sirs:

As the present owner and holder of the Tenant’s interest under that certain Lease dated as of                     , 2004 (the “Lease”) by and between MEERKAT SC5 LLC, a Delaware limited liability company (the “Landlord”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (the “Tenant”), attached hereto as Exhibit “A”, and the present Guarantor under that certain Guaranty of Lease dated as of                     , 2004 (the “Guaranty”), by SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, as the Guarantor, attached hereto as Exhibit “B”, the undersigned hereby represents to you that as of the date hereof (i) the Lease and the Guaranty constitute the entire agreement between the undersigned and the Landlord relating to the premises described therein and have not been modified or amended; (ii) the Lease is in full force and effect and the term thereof commenced on                     , 2004 and is scheduled to terminate on February 28, 2019 pursuant to the provisions thereof, and the Guaranty is in full force and effect; (iii) the premises demised under the Lease have been completed and the undersigned has taken possession of the same; (iv) neither the undersigned nor to its knowledge the Landlord is in default under any of the terms, covenants or provisions of the Lease and the undersigned knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Lease by the undersigned or the Landlord thereunder, (v) neither the undersigned nor the Landlord has commenced any action or given or received any notice for the purpose of terminating the Lease; (vi) all rents, additional rents and other sums due and payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (1) month in advance of the due dates thereof; (vii) there are no offsets or defenses to the payment of the rents, additional rents, or other sums payable under the Lease and/or the Guaranty; (viii) the undersigned has no option or right of first refusal to purchase the premises demised under the Lease or any portion thereof; (ix) the fixed annual minimum rent payable under the Lease is as stated in Schedule 2 of the Lease; and (x) the undersigned recognizes that Lender is relying upon this estoppel certificate and the accuracy of the information contained herein.

[signature page follows]

Savvis Asset Holdings, Inc., a Delaware corporation
By:
Its:
Savvis Communications Corporation, Inc., a Delaware corporation
By:
Its:	President
By:
Its:	Chief Financial Officer

EXHIBIT “A”

LEASE

(attached hereto and made part hereof)

EXHIBIT “B”

GUARANTY

(attached hereto and made part hereof)

EXHIBIT E

LIST OF ENVIRONMENTAL REPORTS

1. Phase I Environmental Site Assessment, El Segundo Data Center, 200 North Nash Street, El Segundo, California, dated August 11, 2003, by PES Environmental, Inc Engineering & Environmental Services, No. 933.001.01.001

2. Environmental Site Assessment Update, Cable & Wireless America Buildings B-12 and SC-8, 4650 and 4700 Old Ironsides Drive, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

3. Environmental Site Assessment Update, Cable & Wireless America Buildings SC-4 and SC-5, 2401 and 2403 Walsh Avenue, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

F-1

EXHIBIT F

SAVVIS COMPETITORS

Tenant will provide Landlord written notice of five (5) competitors on or before April 15, 2004

F-1

EX-10.6

Exhibit 10.6

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

LEASE

Between

MEERKAT SC8 LLC

as Landlord

and

SAVVIS ASSET HOLDINGS, INC.

as Tenant

Guarantor: Savvis Communications Corporation

Dated as of March 5, 2004

4700 Old Ironside Drive

Santa Clara, California

TABLE OF CONTENTS

		Page
PART I BASIC LEASE PROVISIONS; DEFINITIONS		1
PART II		7
1.	PREMISES	7
2.	NO MERGER OF TITLE	7
3.	RENEWAL OPTIONS	7
4.	USE	8
5.	FIXED RENT	8
6.	NET LEASE; TRUE LEASE	9
7.	CONDITION	10
8.	LIENS	10
9.	REPAIRS AND MAINTENANCE	10
10.	COMPLIANCE WITH LAWS	12
11.	ACCESS TO PREMISES	13
12.	WAIVER OF SUBROGATION	13
13.	DAMAGE; DESTRUCTION	14
14.	CONDEMNATION; REJECTABLE OFFERS	16
15.	ASSIGNMENT AND SUBLETTING	17
16.	ALTERATIONS	19
17.	SIGNS	20
18.	PYLON SIGN	20
19.	SURRENDER	20
20.	SUBORDINATION OF LEASE	21
21.	TENANT’S OBLIGATION TO DISCHARGE LIENS	22
22.	UTILITIES	22
23.	TENANT DEFAULT	22
24.	LANDLORD ASSIGNMENT OF WARRANTIES	26
25.	RENT PAYMENTS	26
26.	HOLDOVER	26
27.	NOTICES	26
28.	INDEMNITY	27
29.	TENANT TO COMPLY WITH MATTERS OF RECORD	27
30.	OBLIGATIONS TO MODIFY EASEMENTS	28
31.	TAXES	28
32.	INSURANCE	30
33.	LANDLORD EXCULPATION	32
34.	LANDLORD’S TITLE	32
35.	QUIET ENJOYMENT	33
36.	EQUAL EMPLOYMENT OPPORTUNITY	33
37.	BROKER	33
38.	TRANSFER OF TITLE	33
39.	NO CONTINUOUS OPERATION	33
40.	HAZARDOUS MATERIALS	34
41.	WAIVER OF LANDLORD’S LIEN	37
42.	ESTOPPEL CERTIFICATE	37
43.	NOTICE OF LEASE	38

i

44.	MISCELLANEOUS	38
45.	INTENTIONALLY OMITTED
46.	RESTRICTIONS ON SALE TO TENANT COMPETITORS	40

LIST OF SCHEDULES AND EXHIBITS

Schedule 1	[Intentionally Omitted]
Schedule 2	Fixed Rent Amounts
Schedule 3	Certificate and Agreement Regarding Matters of Record
Schedule 4	Certain Critical Fixtures and Equipment
Exhibit A	Legal Description of Premises
Exhibit B	Permitted Encumbrances
Exhibit C	Form of Survey Certification
Exhibit D	Form of Subordination, Non-Disturbance and Attornment Agreement
Exhibit E	List of Environmental Reports
Exhibit F	Savvis Competitor List

ii

LEASE

This Lease (this “Lease”) is made as of March 5, 2004, by and between the Landlord and the Tenant specified below.

PART I

BASIC LEASE PROVISIONS; DEFINITIONS

The following list sets out certain fundamental provisions and definitions pertaining to this Lease:

1.      Date of Lease:	As of March 5, 2004.
2.      Landlord:	MEERKAT SC8 LLC, a Delaware limited liability company
3.      Landlord business address:	c/o DuPont Fabros Development
	1707 H Street, N.W., Suite 1000
	Washington, D.C. 20006
	Attention: Mr. Hossein Fateh
4.      Landlord notice address:	c/o DuPont Fabros Development
	1707 H Street, N.W., Suite 1000
	Washington, D.C. 20006
	Attention: Mr. Hossein Fateh
with copy to:	Cooley Godward LLP
	One Freedom Square Reston Town Center
	11951 Freedom Drive
	Reston, Virginia 20190-5601
	Attention: John H. Toole, Esquire
and to Lender:	Lehman Ali Inc.
	c/o Lehman Brothers Holdings, Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: Massood Bhatti
	Telephone: (212) 526-6220
	Facsimile: (212) 520-0130
with copy to:	Lehman Ali Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: David Broderick, Esq
	Telephone: (212) 526-2453
	Facsimile: (212) 520-0130
with copy to:	TriMont Real Estate Advisors, Inc.
	Monarch Tower
	3424 Peachtree Road, N.E., Suite 2200
	Atlanta, Georgia 30326
	Attention: J. Gregory Winchester
	Telephone: (404) 420-5600
	Facsimile: (404) 420-5610
And a copy to:	TriMont Real Estate Advisors, Inc.
	Jamboree Center, 2 Park Plaza
	Irvine, California 92614
	Attention: Steven Smith
	Telephone: (949) 955-1821
	Facsimile: (949) 955-1252
5.      Tenant:	Savvis Asset Holdings, Inc., a Delaware corporation

1

6.      Tenant business address:	Savvis Asset Holdings, Inc.
	12851 Worldgate Drive
	Herndon, Virginia 20170
	Attention: Chief Legal Officer
	Facsimile: 702-234-8374
7.      Tenant notice address:	Savvis Asset Holdings, Inc.
	12851 Worldgate Drive
	Herndon, Virginia 20170
	Attention: Chief Legal Officer
	Facsimile: 702-234-8374
with copy to:	Shearman & Sterling LLP
	599 Lexington Avenue
	New York, New York 10022
	Attention: Real Estate Notices (34236-00002)
	Facsimile: (212) 848-7179
8.      Guarantor:	Savvis Communications Corporation
	12851 Worldgate Drive
	Herndon, Virginia 20170
	Attention: Chief Legal Officer
	Facsimile: 702-234-8374
9.      Premises:	That certain lot or parcel of real estate located at 4700 Old Ironside Drive, Santa Clara, California, as more fully described on Exhibit A attached hereto, together with all improvements situated on said property (together with all right, title and interest of Landlord in and to the lighting, electrical, power, installed communications, fire protection, security, mechanical, plumbing and heating, ventilation and air conditioning systems used in connection with said property, along with all utility infrastructure used in connection with said property, including, without limitations, all duct banks, conduits, piping, handholes, manholes, and similar appurtenances located on said property and all fiber, power, and other utility lines running through said property (collectively, the “Utility Infrastructure”), and all other carpeting, draperies, appliances and other fixtures and equipment attached or appurtenant to said property including, without limitation, the Critical Fixtures and Equipment), and all rights, easements, rights of way, and other appurtenances thereto.
10.    Critical Fixtures and Equipment:	Shall mean all installed fuel tanks, generators, HVAC units, air-conditioners, power distribution units, computer room air conditioners, risers, antennas, satellite dishes, pads, raised flooring, and

2

	similar installed fixtures and appurtenances located on the Premises as of the Lease Commencement Date, and all equipment and personal property existing in or on the Premises as of the Lease Commencement Date but excluding any equipment and personal property acquired by Tenant from Cable & Wireless USA, Inc. or Cable & Wireless Services, Inc. as of the Lease Commencement Date, and not installed in the Premises.
11.    Building:	The building containing approximately 90,139 rentable square feet that is located on the parcel of land described on Exhibit A hereto.
12.    Initial Term:	Shall commence on the Lease Commencement Date, and shall expire February 28, 2019; all subject to all terms and conditions of this Lease.
	As used in this Lease, “Term” shall include the Initial Term and any Extension Period thereof which becomes effective pursuant to Section 3 of Part II.
	As used in this Lease, “Rent Commencement Date,” shall mean the 270th day after the Lease Commencement Date.
13.    Renewal Options:	The Tenant shall have the right to extend the Initial Term of this Lease for up to a total of [***] Extension Periods (herein so called) of [***] years each subject to the terms and conditions of Section 3 of Part II of this Lease.
14.    Required Advance Notice of Exercise of Renewal Options:	[***] days prior to the expiration of the then-current Term. (See Section 3 of Part II)
15.    Fixed Rent (See Section 5 of Part II):	For the Initial Term: $[***] per rentable square foot of the Building with a [***] escalation each anniversary of the Lease Commencement Date; for each Extension Period: Fair Market Rental Value, all as more particularly set forth in Schedule 2 attached hereto and made a part hereof.
16.    Broker:	N/A
17.    Lender:	Lehman Ali Inc. c/o Lehman Brothers Holdings, Inc. (d/b/a/ Lehman Capital), along with Commonwealth Land Title Insurance Company, as Trustee (if and so long as it has a Loan outstanding which is secured by the Premises) and any other person that makes a loan or loans, whether now or in the future (such loan or loans collectively referred to herein as the “Loan”) to Landlord or to any affiliate of Landlord which is secured by a mortgage, deed of trust or similar instrument with respect to the Premises and

3

	of which Tenant is advised in writing by Landlord. Any such Loan may be evidenced by one or more promissory notes (collectively referred to herein as the “Note”).
18.    Lender business address:	Lehman Ali Inc.
	c/o Lehman Brothers Holdings, Inc.
	d/b/a/ Lehman Capital
	399 Park Avenue
	New York, New York 10022
	Telephone: (212) 351 4037
	Facsimile:  (212) 516 7005
19.    Lender notice address:	Lehman Ali Inc.
	c/o Lehman Brothers Holdings, Inc.
	d/b/a/ Lehman Capital
	399 Park Avenue
	New York, New York 10022
	Attention: Massood Bhatti
	Telephone: (212) 526-6220
	Facsimile:  (212) 520-0130
with copy to:	Lehman Ali Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: David Broderick, Esq
	Telephone: (212) 526-2453
	Facsimile:  (212) 520-0130
with copy to:	TriMont Real Estate Advisors, Inc.
	Monarch Tower
	3424 Peachtree Road, N.E., Suite 2200
	Atlanta, Georgia 30326
	Attention: J. Gregory Winchester
	Telephone: (404) 420-5600
	Facsimile: (404) 420-5610
with copy to:	TriMont Real Estate Advisors, Inc.
	Jamboree Center, 2 Park Plaza
	Irvine, California 92614
	Attention: Steven Smith
	Telephone: (949) 955-1821
	Facsimile: (949) 955-1252
with copy to:	Commonwealth Land Title Insurance Company
	77 Arnold Drive, Suite 205
	Martinez, California 94553
	Attention: Joe Parker
	Telephone: 925-335-3684
	Facsimile: 925-335-9753
20.    Lease Default Rate:	The lower of (a) five percent (5%) per annum above the Prime Rate as in effect from time to time or (b) the highest rate permitted to be contracted for under applicable Law.
21.    Prime Rate	“Prime Rate” means the current rate of interest per annum announced from time to time by Citibank N.A. (or its successor) as its “base rate” in New York, New York, or, if Citibank N.A. shall cease to announce such rate, then the current rate published as the prime rate in The Wall Street Journal. It is the intention of the parties hereto to conform strictly to the applicable usury Laws, and whenever any provision herein provides for payment by Tenant to Landlord of interest at a rate in excess of the highest legal rate permitted to be charged in the state of California, such rate herein provided to be paid shall be deemed reduced to such highest legal rate and if previously paid, shall be refunded to Tenant by Landlord within ten (10) days of demand therefor.
22.    Permitted Encumbrances:	Shall mean Taxes (as defined in Section 31 of Part II), Legal Requirements (as defined in Section 10 of Part II), any matters consented to by Landlord, Tenant and Lender in writing, those covenants, restrictions, reservations, liens, conditions, encroachments, easements, encumbrances and other matters of title that affect the Premises as of the Lease Commencement Date (including, without limitation, those listed on Exhibit B hereto) or which arise due to the acts or omissions of Tenant,

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	or due to the acts or omissions of Landlord with Tenant’s consent, after the Lease Commencement Date.
23.    Related Lease:	Shall mean any one (1) of those four (4) other lease agreements of even date herewith entered into by and between Tenant and an affiliate of Landlord pursuant and subject to which affiliates of Landlord lease to Tenant the following additional properties: (i) 2401 Walsh Avenue, Santa Clara, California; (ii) 2403 Walsh Avenue, Santa Clara, California; (iii) 4650 Old Ironsides Drive, Santa Clara, California; and (iv) 200 North Nash Street, El Segundo, California.
24.    Exhibits:	All Exhibits and Schedules to this Lease are incorporated herein by this reference.
25.    Payment of Fixed Rent:	As set forth in Section 5(a) of Part II, Fixed Rent shall be initially paid by wire transfer to the account set forth in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.
26.    CPI:	The term “CPI” means the Consumer Price Index-U.S. City Averages for all Urban Consumers - All Items (1982-84=100), of the United States Bureau of Labor Statistics. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, Landlord will substitute therefor a reasonably comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available then a reasonably comparable index published by a major bank or other financial institution.
27.    Interest Rate:	The term “Interest Rate” shall mean the highest rate of interest charged by Lender under its Loan to Landlord.
28.    Certain Definitions:	The following terms shall have the definitions given to them in the following Sections of this Lease:

TERM	SECTION
Additional Rent	Sections 5(d) & 6(d) of Part II
Alteration	Section 16(a) of Part II
Appraiser	Section 13(d) of Part II
Base Premises	Section 10(a) of Part II
Building	Section 11 of Part I
business day	Section 44(l) of Part II
carrier	Section 40(e) of Part II

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Certificate	Schedule 3
Claims	Section 28(a) of Part II
Consent	Schedule 3
Contract Person	Section 46 of Part II
Control	Section 15(d) of Part II
Corporate Guaranty	Schedule 3, Sec. 2 of Guarantor’s Consent
CPI	Section 26 of Part I
Critical Fixtures and Equipment	Section 10 of Part I
Dedications	Section 30 of Part II
Designated Person	Section 44(n) of Part II
Discount Rate	Section 23(g) of Part II
Due Date	Section 5(a) of Part II
Easements	Section 30 of Part II
Environmental Laws	Section 40(a) of Part II
Environmental Claim	Section 40(d) of Part II
Environmental Default	Section 40(c) of Part II
Event of Default	Section 23(a) of Part II
Extension Period	Section 12 of Part I, Schedule 2
Fair Market Value of the Premises	Section 13(d) of Part II
Guaranties	Section 24 of Part II
Guarantor	Section 8 of Part I
Hazardous Materials	Section 40(a) of Part II
Indemnified Parties	Section 28 of Part II
Initial Term	Section 11 of Part I
Installment Default Notice	Section 23(a) of Part II
Instrument	Schedule 3
Interest Rate	Section 27 of Part I
Landlord Party	Section 12(c) of Part II
Laws	Section 10(a) of Part II
Lease	Preamble, Schedule 3
Lease Commencement Date	Section 1 of Part I
Lease Default Rate	Section 20 of Part I
Legal Requirements	Section 10 of Part II
Lender	Section 20(a) of Part II
Loan	Section 17 Part I & Section 20(a) Part II
Material Subtenant	Section 15(g) of Part II
Matters of Record	Section 29 of Part II
Moody’s	Section 13(c) of Part II
Mortgage	Section 20(a) of Part II
Note	Section 17 of Part I
Notice of Breach	Section 23(h) of Part II
person or person(s)	Section 44(k) of Part II
Planned Use Violation	Section 4 of Part II
Prime Rate	Section 21 of Part I
Regulated Activity	Section 40(b) of Part II
related corporation	Section 15 of Part II
related entity	Section 15(d) of Part II
Remedial Work	Section 40(c) of Part II

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Renewal Options	Section 13 of Part I
Rent	Section 13(h) of Part II
Rent Commencement Date	Section 12 Part I
Restricted Alterations	Section 16(a) of Part II
Savvis	Section 15(b) of Part II
Savvis Competitor	Section 46 of Part II
S&P	Section 13(c) of Part II
Signs	Section 17 of Part II
SNDA Agreement	Section 20(a) of Part II
substantial portion	Section 13(c) of Part II
Taking	Section 14(a) of Part II
tax or taxes	Section 31 of Part II
Tenant	Schedule 3
Tenant Party	Section 12(c) of Part II
Term	Section 12 of Part I
Then-Current Term	Section 13(c) of Part II
Third Parties	Section 40(b) of Part II
trade fixtures	Section 19 of Part II
Transferee Net Worth Standard	Section 15 of Part II
Treasury Rate	Section 23(g) of Part II
Utility Infrastructure	Section 9 of Part I

PART II

1. PREMISES.

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term and upon the covenants, agreements, terms, limitations, exceptions, reservations and conditions herein provided, the Premises described in Section 9 of Part I hereof together with all of Landlord’s rights of access, in common with others, in and to the Premises, subject, however, to the Permitted Encumbrances.

2. NO MERGER OF TITLE.

There shall be no merger of this Lease nor of the leasehold estate created hereby with the fee estate in or ownership of the Premises by reason of the fact that the same entity may acquire or hold or own (i) this Lease or such leasehold estate or any interest therein and (ii) the fee estate or ownership of any of the Premises or any interest therein. No such merger shall occur unless and until all persons having any interest in (x) this Lease or such leasehold estate and (y) the fee estate in the Premises including, without limitation, Lender’s interest therein, shall join in a written, recorded instrument effecting such merger.

3. RENEWAL OPTIONS.

Tenant shall have the right to extend the Term of this Lease for each of the Extension Periods described in Section 13 of Part I hereof, upon all of the terms and conditions set forth in this Lease with the Fixed Rent in the amounts specified on Schedule 2 hereto for the respective Extension Periods. Tenant may exercise a Renewal Option and commence an Extension Period only if Tenant shall not be in default (beyond applicable cure periods) under this Lease at the time of any such election, and by giving Landlord written notice of each such election not later

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than the Required Advance Notice of Exercise of Renewal Options (as defined in Section 14 of Part I). If Tenant fails to exercise any Renewal Option, then all subsequent Renewal Options shall automatically expire and be null and void.

4. USE.

Tenant may use the Premises for general office and any computer data center purpose or for any other lawful purpose provided, however, the Tenant shall not use the Premises in a manner which would (i) result in a diminution of more than a de minimis amount in the value of the Building, (ii) cause a nuisance or (iii) involve the production or the storage of Hazardous Materials (other than the storage of Hazardous Materials in connection with the operation and maintenance of the Premises as a data center and in compliance with Environmental Law). In no event shall the Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or of any amendment, extension, replacement, or restatement of any such Permitted Encumbrance permitted hereby, or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Premises. Notwithstanding anything to the contrary herein contained, in no event shall Tenant’s use of the Premises for general office and any computer data center purpose in violation of a Permitted Encumbrance (a “Planned Use Violation”) constitute a violation of this Section 4; provided, however, the foregoing shall in no way be construed as limiting or otherwise modifying Tenant’s obligations hereunder to comply with applicable laws. Without limiting the generality of the foregoing, Tenant’s indemnity obligations under this Section 4 shall not apply to the extent the title insurance policy obtained by Landlord in connection with its purchase of the Premises (and the simultaneously issued Lender’s policy of title insurance) contains affirmative insurance against the applicable loss arising due to a violation of such Permitted Encumbrance or if such affirmative title insurance is subsequently provided to Landlord and Lender at Tenant’s cost with respect to such Permitted Encumbrance on terms and conditions reasonably satisfactory to Landlord. Subject to the preceding sentence, TENANT SHALL BE OBLIGATED TO INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, LENDER AND ALL OTHER INDEMNIFIED PARTIES, FROM ANY AND ALL LOSSES, LIABILITIES, PENALTIES, ACTIONS, SUITS, CLAIMS, DEMANDS, JUDGMENTS, DAMAGES, COSTS OR EXPENSES SUFFERED AS A RESULT OF THE VIOLATION OF ANY SUCH PERMITTED ENCUMBRANCE. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall, subject to the foregoing, observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord.

5. FIXED RENT.

(a) Commencing as of the Rent Commencement Date, Tenant shall pay Fixed Rent to Landlord, or Landlord’s designee as designated in a written notice to Tenant at such address as Landlord shall from time to time designate by written notice to Tenant. Except as hereinafter provided, the Fixed Rent shall be due and payable in the amounts set forth on Schedule 2 hereto for the respective periods shown on such Schedule 2. Fixed Rent shall be due and payable in advance on the first day of each month (or if such first day is not a business day, the first business day of each month), commencing on the Date of Rent Commencement, during the Term (each such date being referred to herein as a “Due Date”). Notwithstanding the foregoing, from the Date of Rent Commencement until Tenant is notified otherwise by Landlord and Lender,

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Fixed Rent shall be paid by wire transfer to the account specified in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.

(b) If the Lease Commencement Date or Rent Commencement Date shall be on any day other than the first day of a calendar month, then all amounts to be paid on such dates shall be prorated on a per diem basis.

(c) If any installment of Fixed Rent is not paid on the respective Due Date, Tenant shall pay Landlord interest on such overdue payment at the Lease Default Rate, accruing from the Due Date of such payment until the same is paid; provided, however, the foregoing obligation to pay the Default Rate shall not be required for the first late payment of Fixed Rent in any calendar year so long as such delay in payment does not continue for longer than a period of ten (10) days. All Fixed Rent and Additional Rent shall be payable in U.S. Dollars.

(d) Commencing as of the Lease Commencement Date, all taxes, costs, expenses, and other amounts which Tenant is required to pay pursuant to this Lease (other than Fixed Rent), together with every fine, penalty, interest and cost which may be added in accordance herewith for non-payment or late payment thereof shall constitute additional rent (“Additional Rent”). All Additional Rent due to Landlord (or its designee) shall be paid directly by Tenant within thirty (30) days after Landlord gives written notice that payment is due, unless otherwise provided in this Lease, in which case, the Additional Rent shall be paid as otherwise so provided. Unless otherwise provided herein, Additional Rent payable by Tenant to a third (3^rd) party (i.e., utility charges, maintenance contracts, supply contracts, vendor contracts, etc.) shall be paid as and when the same shall be due and payable pursuant to Tenant’s agreement or other arrangement with the applicable third (3^rd) party. If Tenant shall fail to pay any such Additional Rent or any other sum due hereunder when the same shall become due (after the expiration of the applicable cure periods therefor), Landlord shall have all rights, powers and remedies with respect thereto as are provided herein or by Law in the case of non-payment of any Fixed Rent and shall, except as expressly provided herein, have the right (after the expiration of the applicable cure periods thereof), not sooner than ten (10) days after notice to Tenant (except in the event of an emergency, as reasonably determined by Landlord, in which case prior notice shall not be necessary) of its intent to do so, to pay the same on behalf of Tenant, and Tenant shall repay such amounts to Landlord on demand. Tenant shall pay to Landlord interest at the Lease Default Rate on all overdue Additional Rent and other sums due hereunder, in each case paid by Landlord or Lender on behalf of Tenant, from the date of payment by Landlord or Lender until repaid by Tenant.

6. NET LEASE; TRUE LEASE.

(a) The obligations of Tenant hereunder shall be separate and independent covenants and agreements. This is a net lease and Fixed Rent, Additional Rent and all other sums payable hereunder by Tenant shall be paid, except as otherwise expressly provided herein, without notice or demand, counterclaim, recoupment, abatement, suspension, reduction or defense.

(b) Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment.

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(c) Tenant shall remain obligated under this Lease in accordance with its terms and shall not, except as otherwise expressly permitted by applicable Law, take any action to terminate, rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court.

(d) As used herein, “Additional Rent” shall mean and refer to all costs and expenses (other than Fixed Rent that Tenant is required to pay hereunder. Tenant shall have an obligation to pay, and Additional Rent shall include, without limitation, all costs and expenses incurred in connection with performing its obligations under Section 9(a) hereof, as well as all charges for gas, electricity, light, heat, water, sewage, and power, for protective and security services, for telephone and other communications, and for all other public or private utility services, which shall be used, rendered or supplied upon or in connection with the Premises or any part thereof, at any time during the Term from and after the Lease Commencement Date.

7. CONDITION.

Tenant acknowledges that Tenant is fully familiar with the physical condition of the Premises and that, except as expressly provided herein, Landlord makes no representation or warranty express or implied, with respect to the Premises and Tenant agrees that it takes the Premises “AS IS,” without any such representation or warranty, including, without limitation, any implied warranties.

8. LIENS.

Tenant shall remove and discharge (including, without limitation, by any statutory bonding procedure or any other bonding procedure reasonably satisfactory to Landlord which shall be sufficient to prevent any loss of the Landlord’s or Lender’s interest in the Premises) within thirty (30) days after obtaining knowledge thereof, any mortgage, lien, encumbrance or other charge on the Premises or the leasehold estate created hereby or any Fixed Rent or Additional Rent payable hereunder which arises for any reason, other than: the Landlord’s Mortgage (and any assignment of leases or rents collateral thereto); the Permitted Encumbrances; and any mortgage, lien, encumbrance or other charge created by or resulting from any act or omission by Landlord or those claiming by, through or under Landlord (other than Tenant). Landlord shall not be liable for any labor, services or materials furnished to Tenant or to any party holding any portion of the Premises through or under Tenant.

9. REPAIRS AND MAINTENANCE.

(a) Except for the obligations of Landlord pursuant to Section 9(b) of this Lease and except as caused by the negligence or willful misconduct of Landlord or its agents, contractors, servants, invitees or employees or Landlord’s default hereunder, Tenant shall keep, maintain, and repair or cause to be repaired and maintained, at its sole cost and expense, the Premises, including, without limitation: HVAC, mechanical and electrical equipment and all systems in or serving the Premises, the Utility Infrastructure, the Critical Fixtures and Equipment, parking areas, sidewalks, roadways and landscaping, in good repair and condition and appearance, normal wear and tear excepted, and shall make all repairs and replacements which may be required to be made in order to keep and maintain the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, in as good repair and appearance as

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they were when originally delivered to Tenant, except for ordinary wear and tear and subject to the provisions of Section 13 and Section 14 hereof, and Tenant shall, in all events, make all repairs, replacements and perform maintenance and other work for which it is responsible hereunder, in a good, proper and workmanlike manner in accordance with customary standards for first-class data centers.

(b) Subject to the provisions of Section 13 and Section 14 hereof, Landlord shall make all necessary roof repairs and structural repairs to the Premises including those repairs and replacements necessary to keep the roof, exterior walls, foundation and structural frame of the Premises in good order and repair and perform such repairs in accordance with customary standards for first-class data centers. Landlord shall initiate all such repairs promptly and to remedy any condition requiring repair by Landlord with due diligence.

(c) If Tenant shall be in default under any of the provisions of this Section 9, Landlord may, after thirty (30) days written notice to Tenant and failure of Tenant to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Tenant. If an emergency exists, Landlord shall use reasonable efforts to notify Tenant of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Landlord or Tenant, as applicable, and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

(d) If Landlord shall be in default under any of the provisions of this Section 9, Tenant may, after thirty (30) days written notice to Landlord and failure of Landlord to cure during said period unless such default is of such a nature that it cannot with reasonable diligence be cured within said period, then the cure period shall be extended by such period as may be required with the application of reasonable diligence to cure the default, but without notice in the event of an emergency, do whatever is necessary to cure such default as may be appropriate under the circumstances for the account of and at the expense of Landlord. If an emergency exists, Tenant shall use reasonable efforts to notify Landlord of the situation by phone or other available communication before taking any such action to cure such default. All reasonable sums so paid by Tenant and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) so incurred, together with interest at the Lease Default Rate from the date of payment or incurring of the expense, shall constitute amounts payable by Landlord under this Lease and shall be paid by Landlord to Tenant on demand.

(e) Without limiting the generality of the foregoing, Tenant shall additionally perform, at its cost and expense, all maintenance, repair, and replacement obligations hereunder relating to any of the Building’s systems, the Building’s elevators, the Utility Infrastructure, or the Critical Fixtures and Equipment. In addition, in connection with Tenant’s maintenance, repair, and replacement obligations under this Lease, Tenant shall at its own cost and expense enter into regularly scheduled preventative maintenance service contracts, with vendors, approved by Landlord, in its reasonable discretion, for servicing all Building systems, Utility

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Infrastructure, elevators, and Critical Fixtures and Equipment. Tenant shall cause such maintenance contracts to designate Landlord a third (3^rd) party beneficiary, with the right to receive all notices delivered under such contracts, and the ability to exercise Tenant’s rights thereunder upon Tenant’s default under this Section 9 or upon Tenant’s default under an applicable maintenance contract.

(f) In the event of an emergency adversely affecting the structure of the Premises, Tenant shall make all reasonable efforts to inform Landlord of the emergency. If Tenant is unable to make contact with Landlord or Landlord does not, within a reasonable amount of time, take actions necessary to end such emergency, Tenant may take the minimum steps reasonably necessary to end the emergency at Landlord’s expense. All reasonable sums paid by Tenant in taking such actions as are permitted by the provisions of Section 9(f) above shall be paid by Landlord within thirty (30) days after receipt of Tenant’s demand therefor. After the emergency has ended, any repair required of Landlord under this Lease shall be made by Landlord in accordance with the terms of this Lease and any repair required of Tenant under this Lease shall be made by Tenant in accordance with the terms of this Lease.

10. COMPLIANCE WITH LAWS.

(a) During the Term Tenant shall comply with all Laws and Legal Requirements relating to the Premises. As used herein, (i) the term “Laws” shall mean all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or the Premises or which are due to take effect after expiration of the Term), and (ii) the term “Legal Requirements” shall mean all Laws and Permitted Encumbrances applicable to Tenant, Landlord or to all or any part of or interest in the Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Premises. Notwithstanding the foregoing, Tenant shall not be required to make any alterations or improvements to the roof, exterior walls, foundation, or structural frame of the Premises in existence as of the date hereof (the “Base Premises”) in order to comply with Laws or Legal Requirements unless and to the extent the requirement that such alterations or improvements be made is triggered by any of the following (or, if such requirement results from the cumulative effect of any of the following when added to other acts, omissions, negligence or events: (i) the installation, use or operation of, after the Lease Commencement Date, the Utility Infrastructure, Critical Fixtures and Equipment, any alterations, or any of Tenant’s trade fixtures or personal property; (ii) the negligent acts or omissions of Tenant, or any of its servants, employees, contractors, agents or licensees; or (iii) the particular use or particular occupancy or manner of use or occupancy of the Premises by Tenant, or any of its servants, employees, contractors, agents or licensees.

(b) Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to protest or contest any applicable Law or Legal Requirement and compliance with the same provided that and so long as (i) the same is done by Tenant upon prior notice to Landlord, in accordance with applicable Law or Legal Requirement, at Tenant’s sole cost and expense and without cost or expense to Landlord, including, without limitation, any cost associated with a third party claim or assessment, and with due diligence and continuity so as to resolve such protest or contest promptly; (ii) neither the value of the Premises nor the land associated therewith nor any part thereof is or will be reduced by more than a de minimis amount

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as a result of such protest or contest; (iii) in any event, each such protest or contest shall be concluded and all costs, if any, paid prior to any date specified in a written contract for the transfer of the Premises to a third (3^rd) party of which Tenant has been provided notice and prior to the date the Premises or land associated therewith or any part thereof are listed for an in rem action with respect to the non-compliance with any applicable Law or Legal Requirement or non-payment of any costs related thereto or any writ or order is issued under which the Premises or any part thereof may be sold, forfeited or lost by reason of such non-compliance or non-payment; (iv) such protest or contest shall not subject Landlord to prosecution for a criminal offense or a claim for civil liability; and (v) no default shall have occurred and be continuing hereunder beyond any applicable notice and cure period. Pending the determination of any such protest or contest and provided all conditions set forth in the immediately preceding sentence are at all times satisfied, Tenant shall not be obligated to comply with the applicable Law or Legal Requirement which is being protested or contested in accordance with the immediately preceding sentence, if such non-compliance is permitted under applicable Law or Legal Requirement.

11. ACCESS TO PREMISES.

Upon reasonable notice to Tenant, and during Tenant’s business hours, Landlord and their respective employees, contractors, agents and representatives may enter onto the Premises to (i) show the Premises to purchasers and potential purchasers, and to mortgagees and potential mortgagees, or (ii) for the purpose of inspecting the Premises or performing any work which Landlord is required or permitted to perform under this Lease; provided, that, for purposes of subpart (ii) of this sentence, Landlord shall not be required to give notice prior to entry onto the Premises during the continuance of an Event of Default (hereinafter defined) or in the event of an emergency situation. Upon reasonable notice to Tenant, during the last six (6) months of the then-current Term, unless Tenant shall have exercised the next Renewal Option, Landlord also may enter onto the Premises to show the Premises to persons wishing to rent the same, and place notices offering the Premises “For Rent” or “For Sale” on the front of the Building. However, Landlord shall not place any such notices on or in any door or show window of the Building. No such entry shall constitute an eviction of Tenant but any such entry shall be done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation. Notwithstanding the foregoing, Tenant may designate one or more areas as a secure area based on the sensitive nature of the activities conducted in such portion of the Premises, and Landlord shall have no right of access thereto without being accompanied by Tenant’s designated representative except in the case of emergencies.

12. WAIVER OF SUBROGATION.

(a) Landlord and Tenant shall, subject to Section 12(b) below, procure an appropriate clause in, or endorsement to, each of the property insurance policies required to be maintained by it hereunder, pursuant to which the insurance company waives subrogation or consents to waiver of its right of recovery against the other party (notwithstanding any negligence of the other party or its agents). If a party fails to obtain such clause or endorsement or waiver of subrogation or consent to a waiver of the right of recovery, such party hereby agrees, to the extent the following covenant does not adversely affect such party’s insurance coverage, not to make any claim against or seek to recover from the other for any loss or damage of any kind or nature, subject to Section 12(c) below, to the extent the applicable loss or damage is covered by insurance the injured party is required to maintain hereunder or to the extent the injured party otherwise receives insurance proceeds for such loss or damage. For the avoidance of doubt, the parties

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acknowledge and agree that the release, discharge and covenant not to sue herein contained shall be limited by the terms and provisions of any waiver of subrogation clause or endorsement, or any clause or endorsement consenting to a waiver of right of recovery, and shall be co-extensive therewith.

(b) If either party hereto shall not be able to obtain such clause which is acceptable to the other party or endorsement on a particular policy which is acceptable to the other party or if the inclusion of such clause or endorsement would result in an increase in premium, then that party shall so notify the other party hereto at least fifteen (15) days prior to the date the policy is to take effect. The other party shall be obligated to pay the amount of any increase in premium resulting from the inclusion of such clause or endorsement, unless such other party notifies the party obtaining the insurance, within twenty (20) days following notice of the amount of such increase, that such other party declines to pay such increase, in which event the party obtaining the insurance may omit such clause or endorsement. If a party shall fail to give notice either of inability to obtain such clause or endorsement or notice of an increase in premium, then that party shall be deemed to have waived its right of recovery from the other party with respect to any loss or damage insured against by the policy with respect to which notice was not given as provided above.

(c) Landlord and Tenant understand that waivers of subrogation do not apply to injury and death to individuals. Landlord and Tenant shall each carry insurance, as provided in Section 32 of this Lease, in connection with injury and death to individuals. Landlord hereby agrees to indemnify and hold harmless Tenant from any liability which Tenant may otherwise have with respect to injury or death to individuals occurring upon the Premises to the extent that such injury or death is caused by the negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Tenant Party”) and is not covered by the insurance Landlord is required to carry under this Lease. Likewise, Tenant agrees to defend and hold harmless Landlord from any liability for injury or death to persons occurring upon the Premises except to the extent such injuries or death are caused by negligence of Landlord and/or anyone for whom Landlord is in law responsible (“Landlord Party”) and is not covered by the insurance Tenant is required to carry under this Lease.

13. DAMAGE; DESTRUCTION.

(a) Subject to the termination rights set forth in Section 13(c) and Section 13(d) below, if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, Tenant will promptly give written notice thereof to Landlord, and Landlord shall, subject to the conditions and limitations set forth in this Section 13 below, repair the same at Landlord’s cost as and to the extent provided below.

(b) Subject to the provisions of Section 13(f) below, all insurance proceeds recovered by Landlord on account of such damage or destruction, less the cost, if any, to Landlord of such recovery and/or of any repair to the Premises for which Landlord is responsible, shall be paid out from time to time to the extent required to repair, restore and rebuild the Premises, pursuant to disbursement procedures established by Landlord and/or any Lender. Notwithstanding the foregoing, if (i) insurance proceeds are unavailable (a) as a result of a casualty of a type not required to be insured against by Landlord under the terms of this Lease, (b) under circumstances where Landlord has been required by any Lender to utilize substantially all of the insurance proceeds to repay a Loan, or (c) because after subtracting from such proceeds any necessary

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deductible payment and costs of recovering such proceeds (if any), such proceeds are not sufficient to complete Landlord’s repair obligations hereunder (unless any such unavailability is due to Landlord’s failure to maintain the insurance coverage required hereunder), or (ii) more than fifty percent (50%) of the Building is destroyed as a result of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage. If Landlord repairs the Premises as provided in this Section 13, Landlord shall not be required to repair or restore any trade fixtures, furnishings, equipment or personal property of Tenant.

(c) Notwithstanding anything to the contrary contained in this Lease, if during the twelve (12) months prior to the expiration of the Then-Current Term, the Premises or a substantial portion thereof are damaged or destroyed by fire or other casualty, either Tenant or, unless Tenant has elected, or then elects to exercise at a Renewal Option to extend the Then-Current Term, Landlord shall have the option to terminate this Lease as of the date of such damage or destruction by written notice to the other party given within thirty (30) days after such damage or destruction. For the purposes of this Section 13 and Section 14 of this Lease, a (i) “substantial portion” of the Premises shall mean twenty percent (20%) or more of the rentable area thereof. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13; and (ii) “Then-Current Term” shall mean the then-current Term and any Extension Period in effect as a result of Tenant’s exercise of its Renewal Option.

(d) Notwithstanding anything to the contrary contained herein, if at any time during the Term the Premises shall be damaged or destroyed to the extent that, in Landlord’s reasonable judgment, the Premises cannot be reconstructed within eighteen (18) months following the date such reconstruction is commenced, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by written notice to the other party in accordance with the provisions of this Section 13(d). Within forty-five (45) days after any damage or destruction described in this Section 13(d), Landlord shall either terminate this Lease or deliver notice to Tenant advising of Landlord’s election not to so terminate. If Tenant is so notified, but Landlord does not elect to terminate, Tenant may terminate this Lease as of the date of such damage or destruction by written notice to Landlord given within forty-five (45) days after receipt of Landlord’s notice. If neither party elects to terminate this Lease, Landlord shall repair, restore and rebuild the Premises in accordance with this Section 13.

(e) [INTENTIONALLY OMITTED]

(f) If this Lease is terminated pursuant to this Sections 13, Landlord shall be entitled to retain any and all insurance proceeds arising out of the damage or destruction, except for any portion of the award specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures. Upon any termination, Tenant shall assign all of its rights to any insurance proceeds to which it is entitled (except any portion specifically compensating Tenant for the loss of its personal property, equipment and trade fixtures) to Landlord and shall pay to Landlord the amount of any deductible under any insurance policy attributable to the casualty resulting in such termination.

(g) In the event of an insured casualty, the Fixed Rent during the period from the date of the damage or destruction until completion of Landlord’s restoration, repair, replacement or rebuilding shall be abated by an amount that is in the same ratio to the Fixed Rent as the rentable

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area of the Building rendered unusable for the permitted use hereunder bears to the total rentable area of the Building prior to the damage or destruction.

(h) Tenant hereby waives the provisions of Section 1932.2, and Section 1933.4, of the Civil Code of California, or any similar laws now or hereafter in effect, that would relieve the Tenant from any obligation to pay Rent under this Lease due to any damage or destruction. As used herein, “Rent” shall mean all Fixed Rent and Additional Rent due from Tenant hereunder.

14. CONDEMNATION.

(a) (i) if the entire Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof (any such event, a “Taking”) (ii) there is a Taking of less than the entire Premises and, as a result of such Taking, (A) (i) there remains no reasonable means of access to the Premises; or (ii) the remaining available parking is not sufficient to comply with Legal Requirements and Landlord fails to secure sufficient parking in the Premises to comply with Legal Requirements within a reasonable time period upon the occurrence of such noncompliance or (B) this Lease and all right, title and interest of Tenant hereunder shall cease and come to an end on the date of vesting of title pursuant to such Taking with respect to the Premises, and (iii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the date of such vesting.

(b) (i) if there is a Taking of less than the entire Premises or this Lease shall terminate as to the portion of the rentable area of the Premises so taken upon vesting of title pursuant to such Taking, and if, but only if, such Taking is so extensive that it renders the remaining rentable portion of the Premises unsuitable for the use being made of the Premises on the date immediately preceding such Taking, either Tenant or Landlord may terminate this Lease as to the remainder of the Premises by written notice to the other party not later than thirty (30) days after the date of such vesting, specifying as the date for termination a date not later than thirty (30) days after such notice. On the date specified in such notice; (i) the term of this Lease and all right, title and interest of Tenant hereunder shall cease, and (ii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the effective date of such termination.

(c) If there is a Taking of less than the entire Premises and the entire Lease is not terminated as provided in Section 14(b) above, this Lease shall terminate as to the rentable area of the Premises so taken upon vesting of title pursuant to such Taking. Upon such Taking, the Fixed Rent to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that the Fixed Rent to be paid by Tenant shall be in the ratio that the rentable area of the Building not so taken bears to the total rentable area of the Building prior to such Taking and Landlord shall use any available insurance proceeds to restore to the maximum extent reasonably feasible, the remaining portion of the Premises and Improvements to the condition of such Premises or Improvements immediately prior to such Taking. For purposes of this Section 14(c), the standard set forth in Section 13(b)(i)(a)-(c) above shall govern whether or not insurance proceeds are “available.” In addition, this provision shall not be construed as in any way requiring Landlord to repair or restore any trade fixtures, furnishings, equipment, or personal property of Tenant.

(d) If, during the twelve (12) months prior to the expiration of the Term, there is a Taking of any substantial portion of the rentable area of the Premises, both Landlord and Tenant shall have the option, exercisable by written notice to the other party given within thirty (30)

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days after such vesting of title, of terminating this Lease as of the date of vesting of title pursuant to the Taking.

(e) Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with any Taking, whether partial or total, and whether or not either Landlord or Tenant exercises any right it may have to terminate this Lease. Tenant shall have no claim against Landlord for any part of such sum paid by virtue of the Taking, whether or not attributable to the value of the unexpired term or this Lease. However, Tenant shall be entitled to petition the condemning authority for the following: (i) the then unamortized value of any alterations paid for by Tenant; (ii) the value of Tenant’s trade fixtures; and (iii) Tenant’s relocation costs.

(f) Notwithstanding anything to the contrary contained in this Section 14, if there is a Taking of any part of the Premises during the Term which shall be temporary in nature, this Lease shall be and remain unaffected by such Taking and Tenant shall continue to pay in full all Fixed Rent and Additional Rent payable hereunder by Tenant during the Term. In such event, Tenant shall be entitled to receive that portion of any award which represents compensation for the use or occupancy of the Premises during the affected portion of the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. Notwithstanding the foregoing, if Landlord or Tenant determines in its reasonable judgment that any Taking of any part of the Premises which is reasonably anticipated to be temporary in nature shall continue until the end of the Term, either party may elect to terminate this Lease by written notice to the other party within thirty (30) days after Landlord has made such determination and delivered written notice thereof to Tenant, and Landlord shall be entitled to receive the entire award for the Taking, except for that portion which represents compensation for the use or occupancy of the Premises during the period of time prior to such termination.

(g) Tenant understands and agrees that the provisions of this Section 14 are intended to govern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, Tenant hereby waives any right to terminate this Lease in whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

15. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.

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(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.

(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.

(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the

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Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.

(e) If Tenant is a partnership, limited liability company, or other entity, any transaction or series of transactions resulting in the transfer of control of Tenant, other than by reason of death, shall be deemed to be a voluntary assignment of this Lease by Tenant subject to the provisions of this Section 15, (including all consent requirements). If Tenant is a corporation, any one or connected series of related stock transactions which would result in direct or indirect change in the control of Tenant or in the ownership by the stockholders or an affiliated group of stockholders of fifty-one percent (51%) or more of the outstanding stock as of the date of the execution and delivery of this Lease shall be considered a voluntary assignment of this Lease subject to the provisions of this Section 15 (including all consent requirements). Notwithstanding the foregoing, this paragraph shall not apply to corporations the stock of which is traded through an exchange or over the counter.

(f) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease, occupancy, or other license agreement of any portion of the Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default.

(g) Intentionally Omitted.

16. ALTERATIONS.

(a) Tenant may, but is not obligated to, make alterations, changes, additions, improvements, reconstructions or replacements of any part of the Building (“alterations”), other than those which would (i) result in a diminution of more than a de minimis amount in the value of the Building (or any part thereof); (ii) affect any structural components of the Premises; (iii) cause a reduction (other than temporary) in the functioning of the Utility Infrastructure, mechanical, electrical, life safety, elevator, plumbing, HVAC telecommunications, or other systems of the Premises; or (iv) be visible from the exterior of the Building (the alterations described in subsections (i) – (iv) shall be referred to collectively as, the “Restricted Alterations”). Tenant shall obtain the prior written consent of Landlord to any Restricted Alteration, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord.

(b) Tenant shall do all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days (by payment or by filing the necessary bond, or otherwise), any mechanics’, materialmen’s or other lien against the Premises and/or Landlord’s interest therein, arising out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the Premises. Notwithstanding the foregoing, all liens filed by a contractor, subcontractor, materialman or laborer of Landlord shall be the responsibility of Landlord, and Tenant shall have no responsibility for the discharge of the same.

(c) At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is

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permitted to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises as a data center by Tenant or otherwise have a material adverse effect on the ability to use the Premises as a data center by Tenant.

(d) Tenant agrees that in connection with any alteration (including any Restricted Alteration): (i) neither the fair market value of the Premises as a whole nor any of the Utility Infrastructure or the Critical Fixtures and Equipment may be materially lessened after the completion of any such alteration, nor may the structural integrity of the Premises be impaired; (ii) the alteration and any alteration theretofore made or thereafter to be made shall not in the aggregate reduce the gross floor area of the Building by more than ten percent (10%); (iii) all such alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iv) Tenant shall promptly pay all costs and expenses of any such alteration (except those subject to good faith challenge); (v) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (vi) all alterations shall be made under the supervision of an architect or engineer and in accordance with plans and specifications which shall be submitted to Landlord prior to the commencement of the alterations. Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with the review of any such plans and specifications, or which Landlord and Tenant agree merits supervision by Landlord.

17. SIGNS.

At Tenant’s sole cost, Tenant may install, replace, relocate and maintain and repair in and on the Building, such signs, awnings, lighting effects and fixtures as may be used from time to time by Tenant (collectively, “Signs”). At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for Tenant’s Signs. All Signs of Tenant shall comply with Laws and Legal Requirements.

18. PYLON SIGN.

If permitted by Laws and Legal Requirements, Tenant, at its sole cost, may: install, replace, relocate and maintain its Sign on any pylon sign structure located on the Premises; and, if no such pylon sign structure shall exist, construct its own pylon structure and install its Sign thereon. At Tenant’s sole cost and without liability to Landlord, Landlord agrees to cooperate with Tenant (including signing applications) in obtaining any necessary permits, variances and consents for any pylon Sign and/or structure.

19. SURRENDER.

At the expiration or other termination of this Lease, Tenant shall surrender the Premises, including without limitation, the Utility Infrastructure and Critical Fixtures and Equipment, including, without limitation, the Critical Fixtures and Equipment identified on Schedule 4 hereto, to Landlord in as good order and condition as they were at the commencement of the Term or may be put in thereafter in accordance with this Lease and reasonable wear and tear and damage to the Premises by casualty or condemnation of the Premises excepted. For the avoidance of doubt, the parties acknowledge and agree that all Utility Infrastructure and Critical

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Fixtures and Equipment shall remain upon and be surrendered with the Premises as a part thereof at the termination or other expiration of the Term. All alterations, except Tenant furniture, trade fixtures, satellite communications dish and equipment, computer and other similar moveable equipment brought onto the Premises after the Lease Commencement Date (“trade fixtures”), shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof expiration or other termination of the Term. Notwithstanding the foregoing, in the event Landlord provides Tenant notice, at the time Landlord approves a Restricted Alteration, that such alteration will be subject to removal upon the expiration or other termination of the Term, or, with respect to any other type of alteration, provides Tenant notice during the Term, that such alteration will be subject to removal upon the expiration or other termination of the Term, then Tenant shall remove, at its sole cost and expense, the applicable alteration(s), as directed by Landlord. At the expiration or other termination of the Term, Tenant shall additionally remove its trade fixtures and other personal property, as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by any of its removal work in connection with this Section 19. Alterations, trade fixtures and personal property of Tenant not so removed at the end of the Term or within thirty (30) days after the expiration or other termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such alterations and other property to be removed from the Premises. The reasonable cost of removing and disposing of any and all such alterations and property and repairing any damage to any of the Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any alterations or other property which becomes the property of Landlord as a result of such expiration or other termination. The provisions of this Section 19 shall survive the expiration or other termination of this Lease.

At any time during the Term, Tenant may remove the trade fixtures as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by such removal and restore the affected area of the Premises to the condition existing immediately prior to such removal.

20. SUBORDINATION OF LEASE.

(a) This Lease shall be subject and subordinate to any Mortgage and to all advances made upon the security thereof, provided that Lender shall execute and deliver to Tenant an agreement substantially in the form attached as Exhibit D hereto (“SNDA Agreement”), providing that Lender recognizes this Lease and agrees to not disturb Tenant’s possession of the Premises in the event of foreclosure if Tenant is not then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of an SNDA Agreement, to execute such SNDA Agreement and such further reasonable instrument(s) as may be necessary to so subordinate this Lease. The term “Mortgage” shall include any mortgages, deeds of trust or any other similar hypothecations on the Premises securing a Lender’s Loan, regardless of whether or not such Mortgage is recorded. For the avoidance of doubt, the parties acknowledge and agree that the term “Lender” shall refer to any current Lender and future Lender, and the term “Loan” shall refer to any current Loan and future Loan.

(b) Provided that Lender has entered into an SNDA Agreement, Tenant agrees to attorn, from time to time, to Lender, and to any purchaser of the Premises, for the remainder of the Term, provided that Lender or such purchaser shall then be entitled to possession of the Premises, subject to the provisions of this Lease. This subsection shall inure to the benefit of

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Lender or such purchaser, shall apply notwithstanding that, as a matter of Law, this Lease may terminate upon the foreclosure of the Mortgage (in which event the parties shall execute a new lease for the remainder of the Term containing the provisions of this Lease), shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Each such party shall however, upon demand of the other, execute instruments in confirmation of the foregoing provisions reasonably satisfactory to the requesting party acknowledging such subordination, non-disturbance and attornment and setting forth the terms and conditions hereof.

(c) Tenant hereby consents to any collateral assignment of this Lease by Landlord to or for the benefit of any Lender. Without limitation of the preceding sentence, Tenant hereby specifically consents to any Assignment of Lease and Rents executed by Landlord to and for the benefit of the Lender named herein.

21. LANDLORD DEFAULT.

Without limiting Tenant’s rights set forth elsewhere in this Lease, if Landlord shall fail to fulfill any covenant or provision of this Lease on its part to be performed and shall fail to remedy such failure within thirty (30) days after Tenant shall have given Landlord written notice of such failure (or, if such failure cannot reasonably be cured within such thirty (30)-day period, Landlord shall be permitted such longer period of time (not to exceed an additional ninety (90) days) as is reasonably necessary provided that Landlord shall have commenced a cure within such 30-day period and continues thereafter to diligently pursue such cure), then the same shall be an event of default and Landlord shall indemnify Tenant for all costs and expenses incurred to remedy such default. Tenant shall have all rights, powers and remedies available at law or equity, recognizing, however, that it is the parties’ intention and agreement that the covenants of Tenant hereunder (including those to pay Rent) are independent covenants.

22. UTILITIES.

Tenant agrees to timely pay for all utilities consumed by it in the Premises, prior to delinquency.

23. TENANT DEFAULT.

(a) Any of the following occurrences or acts shall constitute an “Event of Default” (herein so called) under this Lease: if (i) Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of ten (10) days after Landlord notifies Tenant in writing of such failure (each an “Installment Default Notice”); or if, within a twelve (12) month period following delivery of not less than two (2) Installment Default Notices by Landlord, Tenant shall fail to pay any scheduled installment of Fixed Rent or Additional Rent when due and such failure shall continue uncured for a period of five (5) days or (ii) Tenant shall default in the payment when due of any installment of Additional Rent payable hereunder and such default shall continue for ten (10) days after notice of such default is sent to Tenant by Landlord (or Lender); or (iii) the failure by Tenant to maintain insurance as required under this Lease; or (iv) Tenant shall default in fulfilling any of the other covenants, agreements or obligations of this Lease, and such default shall continue for more than thirty (30) days after written notice thereof from Landlord (or Lender) specifying such default, provided, that if Tenant has commenced to cure a default described in subparagraph (iv)

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above within said thirty (30) days, and thereafter is in good faith diligently prosecuting same to completion and such default is of a nature such that it cannot be cured within such thirty (30) day period, said thirty (30) day period shall be extended, for a reasonable time (not to exceed an additional ninety (90) days) or, with respect to a breach of Tenant’s obligations under Section 40 of this Part II, such longer period as may reasonably be necessary to cure such default so long as (A) Tenant delivers to Landlord a certificate of a qualified environmental remediation specialist that such default could not be cured within such one hundred eighty (180) days but is curable, and (B) Tenant is in good faith diligently prosecuting such cure to completion) where, due to the nature of a default, it is unable to be completely cured within thirty (30) days; or (v) any execution or attachment shall be issued against Tenant or any of its property whereby the Premises shall be taken or occupied or attempted to be taken or occupied by someone other than Tenant, and the same shall not be bonded, dismissed, or discharged as promptly as possible under the circumstances; or (vi) Tenant or Guarantor (A) shall make any assignment or other similar act for the benefit of creditors, (B) shall file a petition or take any other action seeking relief under any state or federal insolvency or bankruptcy Laws, or (C) shall have an involuntary petition or any other action filed against either of them under any state or federal insolvency or bankruptcy Laws which petition or other action is not vacated or dismissed within sixty (60) days after the commencement thereof; or (vii) the estate or interest of Tenant in the Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred and such process shall not be vacated or discharged within sixty (60) days after such levy or attachment; or (viii) the Guarantor’s guaranty of Tenant’s obligations under this Lease is terminated for any reason, or the Guarantor asserts in any pleading or judicial or administrative proceeding that such guaranty is void or unenforceable or that Guarantor is not liable thereunder; or (ix) any material representation or warranty made by Tenant or Guarantor to Landlord or the Lender herein or in any document delivered pursuant to this Lease is misleading or false in material respect when made, or (x) a default beyond applicable notice and cure periods shall occur in the fulfillment of any of the covenants, agreements or obligations of the tenant under any of the Related Leases and the premises demised thereby are then owned by the entity that is Landlord on the Lease Commencement Date or by one of its Affiliates.

(b) If an Event of Default shall have occurred and be continuing, Landlord shall be entitled to all remedies available at law or in equity. Without limiting the foregoing, Landlord shall have the right to give Tenant notice of Landlord’s termination of the Term of this Lease. Upon the giving of such notice, the Term of this Lease and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Term of this Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant shall remain liable as hereinafter provided.

(c) If an Event of Default shall have occurred and be continuing, Landlord shall have the immediate right, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, to re-enter and repossess the Premises and the right to remove all persons and property therefrom by summary proceedings, ejectment, any other legal action or in any lawful manner Landlord determines to be necessary or desirable. Landlord shall be under no liability by reason of any such reentry, repossession or removal. No such re-entry, repossession or removal shall be construed as an election by Landlord to terminate this Lease unless a notice of such termination is given to Tenant pursuant to Section 23(b) of this Part II.

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(d) At any time or from time to time after a re-entry, repossession or removal pursuant to Section 23(c) of this Part II, whether or not the Term of this Lease shall have been terminated pursuant to Section 23(b) of this Part II, Landlord may (but, except to the extent expressly required by any applicable Law, shall be under no obligation to) relet the Premises for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions and for such uses as Landlord, in its absolute discretion, may determine. Landlord may collect any rents payable by reason of such reletting. Landlord shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon any such reletting, provided, however, that Landlord agrees to use reasonable efforts to relet the Premises for such rent and upon such terms as are not unreasonable under the circumstances, and if the full rental provided herein plus the reasonable costs, expenses and damages hereafter described shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord, including, without limitation, deficiency in base rent and additional rent, reasonable attorney’s fees, brokerage fees, and the expenses of placing the Premises in rentable condition.

(e) No expiration or termination of the Term of this Lease pursuant to Section 23(b) of this Part II, by operation of law or otherwise, and no re-entry, repossession or removal pursuant to Section 23(c) of this Part II or otherwise, and no reletting of the Premises pursuant to Section 23(d) of this Part II or otherwise, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, re-entry, repossession, removal or reletting.

(f) In the event of any expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Tenant shall pay to Landlord all Fixed Rent, Additional Rent and other sums required to be paid by Tenant, in each case together with interest thereon at the Lease Default Rate from the due date thereof to and including the date of such expiration, termination, re-entry, repossession or removal; and thereafter, Tenant shall, until the end of what would have been the Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal and whether or not the Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages: (i) all Fixed Rent, Additional Rent and other sums which would be payable under this Lease by Tenant in the absence of any such expiration, termination, re-entry, repossession or removal, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to Section 23(d) of this Part II, after deducting from such proceeds all reasonable expenses of Landlord in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys’ fees and expenses (including, without limitation, fees and expenses of appellate proceedings), alteration costs and expenses of preparation for such reletting. Tenant shall pay such liquidated and agreed current damages on the dates on which Fixed Rent would be payable under this Lease in the absence of such expiration, termination, re-entry, repossession or removal, and Landlord shall be entitled to recover the same from Tenant on each such date.

At any time after any such expiration or termination of the Term of this Lease or re-entry or repossession of the Premises or removal of persons or property thereon by reason of the occurrence of an Event of Default, whether or not Landlord shall have collected any liquidated and agreed current damages pursuant to Section 23(f) of this Part II, Landlord shall be

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entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default and in lieu of all liquidated and agreed current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the sum of (i) the excess, if any of (A) the aggregate of all Fixed Rent and Additional Rent which would be payable under this Lease, in each case from the date of such demand (or, if it be earlier, the date to which Tenant shall have satisfied in full its obligations under Section 23(f) of this Part II to pay liquidated and agreed current damages) for what would be the then-unexpired Term of this Lease in the absence of such expiration, termination, re-entry, repossession or removal, discounted at the rate equal to the then rate on U.S. Treasury obligations of comparable maturity to such Term (the “Treasury Rate”), but in no event greater than the non-default rate of interest for the Loan (such lower rate being referred to as the “Discount Rate”) over (B) the amount of such rental loss that Tenant proves could be reasonably avoided by commercially reasonable mitigation efforts by Landlord, discounted at the Discount Rate for the same period, plus (ii) all reasonable legal fees and other costs and expenses incurred by Landlord as a result of Tenant’s default under this Lease. If any Law shall limit the amount of liquidated final damages to less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such Law.

(g) Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy at law or in equity, including the right of injunction. Tenant waives any rights of redemption granted by any Laws if Tenant is evicted or dispossessed, for any cause, or if Landlord obtains possession of the Premises by reason of the violation by Tenant of any of the terms of this Lease. In addition, Tenant, on its own behalf and for its legal representatives, successors and assigns, and on behalf of all persons claiming through or under this Lease, together with creditors of all classes, and all other persons having an interest therein, does hereby waive, surrender and give up all right or privilege which it may or might have by reason of any present or future Law or decision, to redeem the Premises or have a continuance of this Lease for any part of the Term hereof after having been dispossessed or ejected therefrom by process of law or otherwise.

(h) In addition to the foregoing remedies set forth in this Section 23 and all other remedies available at law or in equity, and regardless of whether or not an Event of Default has occurred under this Lease, if Tenant has failed to perform any of its duties, obligations, covenants or agreements under this Lease, Landlord may give notice to Tenant that it has failed to perform any such duty, obligation, covenant or agreement (herein called a “Notice of Breach”) and may thereafter pursue any rights or remedies available to it at law or in equity including, without limitation, filing a suit for damages as a result of such breach or a suit for specific performance of any such duties, obligations, covenants or agreements. Any Notice of Breach delivered under this Section 23(h) or any such rights or remedies pursued by Landlord shall not be deemed to be a notice of default under any provision of this Section 23 and shall not result, with or without the passage of time, in an Event of Default existing under this Lease; provided, that the delivery of any such Notice of Breach shall not limit Landlord’s right (which right will not be exercised without the consent of Lender so long as the Premises are subject to a Mortgage which requires Lender’s consent for the exercise thereof) to subsequently deliver notice (with respect to the same event or condition which is the subject of such Notice of Breach or any other event or condition) which will declare or, with the passage of time, result in an Event of Default hereunder.

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24. LANDLORD ASSIGNMENT OF WARRANTIES.

Landlord assigns to Tenant, without recourse or warranty whatsoever, all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder with respect to the Premises, including, but not limited to, any rights and remedies existing under contract or pursuant to the Uniform Commercial Code (collectively, the “guaranties”). Such assignment shall remain in effect during the Term. Landlord hereby agrees to execute and deliver at Tenant’s expense such further documents, including powers of attorney (which shall contain indemnity agreements from Tenant to Landlord which shall be in form reasonably satisfactory to Landlord), as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment of guaranties effected or intended to be effected by this Article. Upon the occurrence of a termination of this Lease, the guaranties shall automatically revert to Landlord.

25. RENT PAYMENTS.

If Landlord’s interest in this Lease shall pass to another, or if the Fixed Rent or Additional Rent hereunder shall be assigned, or if a party, other than Landlord, shall become entitled to collect the Fixed Rent or Additional Rent due hereunder, then notice thereof shall be given to Tenant and Guarantor by Landlord in writing, or, if Landlord is an individual and shall have died or become incapacitated, by Landlord’s legal representative, accompanied by due proof of the appointment of such legal representative; provided, that if Fixed Rent is then being paid to Lender, then notwithstanding such notice from Landlord, Tenant shall continue to pay Fixed Rent to Lender until it receives contrary notice from Lender. Until such notice and proof shall be received by Tenant, Tenant may continue to pay the rent due hereunder to the one to whom, and in the manner in which, the last preceding installment of rent hereunder was paid, and each such payment shall fully discharge Tenant with respect to such payment.

Tenant shall not be obligated to recognize any agent for the collection of rent or otherwise authorized to act with respect to the Premises until written notice of the appointment and the extent of the authority of such agent shall be given to Tenant by the one appointing such agent.

26. HOLDOVER.

If Tenant shall hold over after the expiration date of the Term, or if Tenant shall hold over after the date specified in any termination notice given by Tenant under Section 13(d) or 14(b) of this Part II, then, in either such event, Tenant shall be a month-to-month Tenant on the same terms as herein provided, except that the monthly Fixed Rent will be 1.25 times the average monthly Fixed Rent payable by Tenant during the Initial Term or, if applicable, during the Extension Period immediately preceding such holdover period.

27. NOTICES.

Whenever, pursuant to this Lease, notice or demand shall or may be given to either of the parties (including Lender) by the other, and whenever either of the parties shall desire to give to the other any notice or demand with respect to this Lease or the Premises, each such notice or demand shall be in writing, and any Laws to the contrary notwithstanding, shall not be effective for any purpose unless the same shall be given or served as follows: by mailing the same to the

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other party by registered or certified mail, return receipt requested, or by delivery by nationally recognized overnight courier service provided a receipt is required, at its Notice Address set forth in Part I hereof, or at such other address as either party may from time to time designate by notice given to the other. The date of receipt of the notice or demand shall be deemed the date of the service thereof (unless delivery of the notice or demand is refused or rejected, in which case the date of such refusal or rejection shall be deemed the date of service thereof).

28. INDEMNITY.

(a) Tenant covenants and agrees to indemnify Landlord, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from, and defend same against any and all claims, losses, costs, damages, expenses, or liabilities (collectively, “Claims”), including, without limitation, reasonable attorneys’ fees and costs of defense, to the extent arising in connection with (i) any injury or damage to any person or property occurring on or about the Premises, (ii) any default by Tenant hereunder, (iii) any Planned Use Violation, or (iv) any negligence or willful misconduct of Tenant or its subtenants or agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Tenant; excluding, however, in each subparagraph (i)-(iv) above, any Claims to the extent caused by the negligence or willful misconduct of Landlord or its servants, employees, contractors or agents or any breach by Landlord of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(b) Landlord covenants and agrees to indemnify and hold harmless Tenant, its agents, employees, officers, trustees, directors, shareholders, partners or principals and hold harmless the same from and defend same against any and all Claims, including, without limitation, reasonable attorneys’ fees and costs to the extent arising in connection with (i) any breach by Landlord hereunder, or (ii) any negligence or willful misconduct of Landlord or its agents, or the respective servants, employees, or invitees of any of the foregoing persons or of any other persons permitted in the Premises by Landlord; excluding, however, in each subparagraph (i)-(ii) above, any Claims to the extent caused by the negligence or willful misconduct of Tenant or its servants, employees, contractors or agents or any breach by Tenant of its obligations under this Lease. This indemnity shall survive the expiration or earlier termination of this Lease.

(c) Tenant shall pay to Landlord as Additional Rent and Landlord shall pay to Tenant, within thirty (30) days after submission by either party to the other of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 28.

29. TENANT TO COMPLY WITH MATTERS OF RECORD.

Tenant agrees to perform all obligations of Landlord and pay all expenses which Landlord or Tenant may be required to pay in accordance with, and to comply and cause the Premises to comply in all respects with all of the terms and conditions of, any reciprocal easement agreement or any other agreement or document of record now affecting the Premises (including, without limitation, those matters described on Exhibit B hereto) or hereafter executed with Tenant’s written consent (herein referred to collectively as the “Matters of Record”) during the Term.

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30. OBLIGATIONS TO MODIFY EASEMENTS.

Landlord agrees, and its Lender, by accepting an assignment of this Lease, agrees, that if no Event of Default shall have occurred and be continuing, then upon request by Tenant (and only after all documentation required by Landlord to consummate the relevant transaction shall have been provided to Landlord), (i) to enter into or modify with Tenant, at Tenant’s expense, such easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as Tenant may desire for the operation of the Premises (collectively, “Easements”) or (ii) to dedicate or transfer, at Tenant’s expense, minor non-essential unimproved portions of the Premises for road, highway or other public purposes to the extent such dedications or transfers are consistent with commercially reasonable development of the Premises (the “Dedications”); provided, that Landlord and Lender shall be obligated to take any such action only if (a) any such Easements or Dedications do not adversely affect the value of the Premises (or do not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Easements or Dedications) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property, (b) any such Easements or Dedications do not materially impair Tenant’s use or operation of the Premises and is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises, (c) Tenant advises Landlord of the amount of the consideration, if any, being paid for such Easements or Dedications and that Tenant considers the consideration, if any, being paid for such Easements or Dedications to be fair and adequate, (d) for so long as this Lease is in effect, Tenant will perform all obligations, if any, of Landlord under the applicable instrument and Tenant will remain obligated under this Lease in accordance with its terms, and (e) Tenant pays all out-of-pocket costs and expenses incurred by Landlord and Lender, including, without limitation, title bring-down and insurance costs, in connection with said Easements or Dedications including, without limitation, reasonable attorneys’ fees, all of which (items (a)—(e) above) Tenant shall certify to Lender and Landlord in writing (in the form of Schedule 3 to this Lease) at the time the request is made for such Easements or Dedications. Tenant’s request shall also include (i) the authorized undertaking of Tenant and Guarantor, in form and substance reasonably satisfactory to Landlord, to the effect that Tenant and Guarantor will remain obligated hereunder and under the Guarantor’s guaranty of this Lease to the same extent as if such Easements or Dedications had not been made, (ii) confirmation of the lien priority of the Mortgage and such instruments, certificates, surveys, title insurance policy endorsements and opinions of counsel reasonably acceptable to Landlord or its Lender as Landlord or its Lender may reasonably request, and (iii) a letter from a qualified appraiser reasonably acceptable to Landlord and Lender addressed to Landlord and its Lender establishing that the requirement of subpart (a) of the first sentence of this Section 30 has been satisfied, and that the Easements or Dedications are not estimated to reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord therefor.

31. TAXES.

(a) Subject to the provisions hereof relating to contests, Tenant shall pay and discharge, before any interest or penalties are due thereon, all of the following taxes, charges, assessments, levies and other items (collectively, “tax” or “taxes”), even if unforeseen or extraordinary, which are imposed or assessed prior to the Lease Commencement Date or on or subsequent to the Lease Commencement Date during the Term, regardless of whether payment

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thereof is due prior to, during or after the Term: all taxes of every kind and nature (including, without limitation, real, ad valorem and personal property), on or with respect to the Premises (including, without limitation, any taxes assessed against Landlord’s reversionary estate in the Premises or in connection with the Utility Infrastructure or Critical Fixtures and Equipment), the Fixed Rent or Additional Rent payable hereunder, this Lease or the leasehold estate created hereby; all charges and/or assessments for any easement or agreement maintained for the benefit of the Premises; and all general and special assessments, levies, water and sewer assessments and other utility charges, use charges and rents and all other public charges and/or taxes whether of a like or different nature. Landlord shall promptly deliver to Tenant any bill or invoice Landlord receives with respect to any tax; provided, that the Landlord’s failure to deliver any such bill or invoice shall not limit Tenant’s obligation to pay such tax. Landlord agrees to cooperate with Tenant to enable Tenant to receive tax bills directly from the respective taxing authorities. Nothing herein shall obligate Tenant to pay, and the term “taxes” shall exclude (unless the taxes referred to in clauses (i) and (ii) below are in lieu of or a substitute for any other tax or assessment upon or with respect to any of the Premises which, if such other tax or assessment were in effect on the Lease Commencement Date, would be payable by Tenant hereunder or by Law), federal, state or local (i) franchise, capital stock or similar taxes, if any, of Landlord, (ii) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured by Landlord’s net income, (iii) any estate, inheritance, succession, gift, capital levy or similar taxes of Landlord, (iv) taxes imposed upon Landlord under Section 59A of the Internal Revenue Code of 1986, as amended, or any similar state, local, foreign or successor provision, (v) any amounts paid by Landlord pursuant to the Federal Insurance Contribution Act (commonly referred to as FICA), the Federal Unemployment Tax Act (commonly referred to as FUTA), or any analogous state unemployment tax act, or any other payroll related taxes, including, but not limited to, any required withholdings relating to wages, (vi) except as otherwise provided in Section 14(d) of this Part II, any taxes in connection with the transfer or other disposition of any interest, other than Tenant’s (or any person claiming under Tenant), in the Premises or this Lease, to any person or entity, including, but not limited to, any transfer, capital gains, sales, gross receipts, value added, income, stamp, real property gains or withholding tax, and (vii) any interest, penalties, professional fees or other charges relating to any item listed in clauses (i) through (vi) above; provided, further, that Tenant is not responsible for making any additional payments in excess of amounts which would have otherwise been due, as tax or otherwise, but for a withholding requirement which relates to the particular payment and such withholding is in respect to or in lieu of a tax which Tenant is not obligated to pay; and provided, further, that if at any time during the Term of this Lease, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Landlord a tax upon the value of the Premises or any present or future improvement or improvements on the Premises, including any tax which uses rents received from Tenant as a means to derive value of the property subject to such tax, then all such levies and taxes or the part thereof so measured or based shall be payable by Tenant, but only to the extent that such levies or taxes would be payable if the Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided. In the event that any assessment against the Premises is payable in installments, Tenant may pay such assessment in installments; and in such event, Tenant shall be liable only for those installments which become due and payable prior to or during the Term, or which are appropriately allocated to the Term even if due and payable after the Term. Tenant shall deliver, or cause to be delivered, to Landlord, promptly upon Landlord’s written request, evidence satisfactory to Landlord that the taxes required to be paid pursuant to this Section 31 have been so paid and are not then delinquent.

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(b) After prior written notice to Landlord, at Tenant’s sole cost, Tenant may contest (including seeking an abatement or reduction of) in good faith any taxes agreed to be paid hereunder; provided, that (i) Tenant first shall satisfy any Legal Requirements, including, if required, that the taxes be paid in full before being contested, (ii) no Event of Default has occurred and is continuing, and (iii) failing to pay such taxes will not subject Landlord or Lender to criminal penalties or fines or to prosecution for a crime, or result in the sale, forfeiture or loss of any portion of the Premises, the Fixed Rent or any Additional Rent. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and shall indemnify, defend and hold Landlord and Lender and all other Indemnified Parties harmless against any and all losses, judgments, decrees and costs (including, without limitation, all reasonable attorneys’ fees and expenses) in connection with any such contest and shall promptly, after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. At Tenant’s sole cost, Landlord shall assist Tenant as reasonably necessary with respect to any such contest, including joining in and signing applications or pleadings. Any rebate applicable to any portion of the Term shall belong to Tenant.

(c) In the event a refund of Taxes is obtained and actually paid to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any unrecouped, out-of-pocket expenses or losses in connection with obtaining such refund) to the next installment(s) of Fixed Rent. If such refund is received after the end of the Term and relates to periods during the Term, Landlord shall remit such refund to Tenant within thirty (30) days after receipt. This provision shall survive the expiration or other termination of this Lease.

32. INSURANCE.

(a) Landlord shall maintain, at Tenant’s cost and expense, with all premiums therefor and deductibles due in connection therewith constituting Additional Rent, All-Risk insurance for the Premises in an amount equal to no less than one hundred percent (100%) of the replacement value of the Building, all of Tenant’s alterations and improvements of which Landlord has notice, and Landlord’s personal property including its furniture, fixtures and equipment, which shall also include loss of rent coverage (also known as rental income coverage, earthquake coverage, flood coverage and shall be subject to commercially reasonable deductibles, in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by “All Risk” policies carried by landlords of comparable buildings in the vicinity of the Building. Landlord shall also obtain and keep in full force, at Tenant’s cost and expense, a policy of commercial general liability in amounts and with deductibles comparable to the insurance being carried by landlords of other comparable quality buildings in the vicinity of the Building. Landlord may obtain, but shall have no obligation to do so, at Landlord’s cost and expense, environmental insurance sufficient to cover Environmental Claims for pre-existing conditions in the Premises prior to the Lease Commencement Date.

(b) Tenant also shall maintain General Liability coverage (including but not limited to personal injury, broad form contractual liability, owner’s (i.e., Tenant’s) contractors, protective and broad form property damage). The minimum limits of liability shall be a

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combined single limit with respect to each occurrence of not less than [***]. The policy shall be primary coverage for Tenant and Landlord for any liability arising out of Tenant’s and Tenant’s employees’ use, occupancy or maintenance of the Premises and all areas appurtenant thereto. The policy shall contain a severability of interest clause. Not more frequently than once in any three (3) year period, if, in the opinion of the insurance consultant retained by Landlord, at Landlord’s sole cost and expense, the amount of public liability and property damage insurance coverage at the time is not substantially equivalent to that customarily carried by landlords of comparable buildings in the vicinity of the Building, Tenant shall increase the insurance coverage as reasonably required by Landlord’s insurance consultant; provided however, that in no event shall any such insurance coverage be increased in excess of that which is from time to time being required by comparable landlords of comparable tenants leasing comparable amounts of space in other comparable buildings in the vicinity of the Building.

(c) At all times when any construction is in progress, Tenant shall maintain or cause to be maintained by its contractors and subcontractors with such companies reasonably approved by Landlord, builder’s risk insurance, completed value form, covering all physical loss, in an amount reasonably satisfactory to Landlord.

(d) Any insurance maintained by Tenant pursuant to this Section 32 shall name Landlord as additional insured parties and/or as loss payees, as appropriate.

(e) [INTENTIONALLY OMITTED]

(f) Tenant may carry such All-Risk Property Insurance on their own personal property and General Liability insurance by way of a Package and Umbrella Policy, or any equivalent thereof.

(g) Tenant may carry leased General Liability insurance covering the Premises and other locations of Tenant and/or of Tenant’s affiliates and Tenant may maintain the required limits in the form of excess and/or umbrella policies, provided that the other requirements set forth herein have been satisfied.

(h) Tenant at its cost shall maintain on all of its personal property in, on, or about the Premises, an “All Risk” property policy including coverage for earthquake and sprinkler leakage and containing an agreed amount endorsement in an amount not less than one hundred percent (100%) of the full replacement cost valuation.

(i) Tenant shall maintain Workers’ Compensation insurance as required by law [and Employer’s Liability insurance in an amount not less than [***].]

(j) All insurance coverage required to be carried hereunder shall be carried with insurance companies licensed to do business in the state in which the Premises is located and which have a claims paying ability rating of “A” or better by S&P and a rating of “A2” or better by Moody’s, and shall require the insured’s insurance carrier to notify the Landlord and Lender at least thirty (30) days prior to any cancellation of such insurance. Notwithstanding the foregoing, Tenant may carry insurance with companies which are affiliated with Tenant (and do not meet the requirements herein) provided such insurance provided by such companies shall not exceed the deductible or self insurance limitations herein.

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The insurance policies shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. If said insurance or part thereof shall expire, be withdrawn, become void by breach of any condition thereof by Tenant or become void or unsafe by reason of the failure or impairment of the capital of any insurer, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord and Lender. All insurance required to be carried by Tenant hereunder shall be primarily in respect of the acts of Tenant and all liability insurance required to be maintained by Landlord shall be primary in respect of the acts of Landlord.

(k) During such time as (i) the tangible net worth of Guarantor, as determined in accordance with generally accepted accounting principles consistently applied, shall be not less than the product of (A) [***] times (B) the CPI Factor, and (ii) Guarantor’s long-term unsecured debt is rated at least “A-“ by S&P and “A2 “ by Moody’s, Tenant may self-insure the coverage referred to in this Section 32, provided that such self insurance program does not violate any Laws. Tenant shall provide Landlord with annual certificates indicating its decision to self-insure hereunder.

(l) Each insurance policy referred to above to the extent applicable, contains standard non-contributory mortgagee clauses in favor of Lender and shall provide that it may not be canceled except after thirty (30) days prior notice to Landlord.

(m) Tenant shall pay all premiums for the insurance required by this Section 32 as they become due, and shall renew or replace each policy, and shall deliver to Landlord and Lender a certificate or other evidence of the then existing policy and each renewal or replacement policy, not less than fifteen (15) days prior to the expiration of such policy (together with a certificate of a responsible officer of Tenant or Guarantor that the insurance maintained by Tenant with respect to the Premises is in compliance with the requirements of this Section 32 of Part II of this Lease). In the event of Tenant’s failure to comply with any of the foregoing requirements, Landlord shall be entitled to procure such insurance. Any sums so expended by Landlord, together with interest thereon from the date paid at the Lease Default Rate, shall be Additional Rent and shall be repaid by Tenant to Landlord, if accompanied by an invoice or other supporting documentation, within five days of receipt of written demand therefor by Landlord.

33. LANDLORD EXCULPATION.

Anything contained herein to the contrary notwithstanding, any claim based upon liability of Landlord under this Lease shall be enforced only against the Landlord’s interest in the Premises and shall not be enforced against the Landlord individually or personally other than with respect to fraud or the misappropriation of insurance or condemnation proceeds. In no event shall any partner, shareholder, trustee, manager, member, beneficial owner, officer, director or other owner or agent of Landlord have any liability under this Lease.

34. LANDLORD’S TITLE.

The Premises are demised and let subject to the Permitted Encumbrances without representation or warranty by Landlord, except as herein expressly provided. The recital of the Permitted Encumbrances herein shall not be construed as a revival of any Permitted Encumbrance which has expired.

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35. QUIET ENJOYMENT.

Landlord warrants and agrees that Tenant, on paying the Fixed Rent, Additional Rent and other charges due hereunder and performing all of Tenant’s other obligations pursuant to this Lease, shall and may peaceably and quietly have, hold, and enjoy the Premises for the full Term, free from molestation, eviction, or disturbance by Landlord or by any other person(s) lawfully claiming by, through or under Landlord, subject, however, to the Permitted Encumbrances. Any failure by Landlord to comply with the foregoing warranty shall not give Tenant any right to cancel or terminate this Lease, or to abate, reduce or make deduction from or offset against any Fixed Rent, Additional Rent or other sum payable under this Lease, or to fail to perform or observe any other covenant, agreement or obligation hereunder.

36. [INTENTIONALLY OMITTED]

37. BROKER.

Landlord and Tenant each represent and warrant that it has had no dealings or conversations with any real estate broker in connection with the negotiation and execution of this Lease. LANDLORD AND TENANT EACH AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER AGAINST ALL LIABILITIES ARISING FROM ANY CLAIM OF ANY REAL ESTATE BROKERS, INCLUDING COST OF REASONABLE COUNSEL FEES, RESULTING FROM THEIR RESPECTIVE ACTS. IN THE EVENT OF ANY BREACH OF LANDLORD’S REPRESENTATIONS UNDER THIS SECTION 37 OR ANY CLAIM BY TENANT AGAINST LANDLORD FOR ANY INDEMNITY UNDER THIS SECTION 37, TENANT SHALL HAVE NO RIGHT TO ABATE OR DEFER ANY PAYMENT OF ANY FIXED RENT, ADDITIONAL RENT AND/OR OTHER AMOUNTS DUE UNDER THIS LEASE, OR TO EXERCISE ANY RIGHTS OF OFFSET WITH RESPECT THERETO, AND TENANT HEREBY EXPRESSLY WAIVES ANY SUCH RIGHTS THAT MAY EXIST AT LAW, IN EQUITY OR OTHERWISE.

38. TRANSFER OF TITLE.

In the event that at any time Landlord shall sell or transfer the Premises, provided the purchaser or transferee expressly assumes in writing the obligations of Landlord hereunder, the Landlord named herein shall not be liable to Tenant for any obligations or liabilities based on or arising out of events or conditions occurring on or after the date of such sale or transfer. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease.

39. NO CONTINUOUS OPERATION.

Anything in this Lease, express or implied, to the contrary notwithstanding, Landlord agrees that Tenant shall be under no duty or obligation, either express or implied, to continuously conduct its business in the Premises at any time during the Term.

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40. HAZARDOUS MATERIALS.

(a) For the purposes hereof, the term “Hazardous Materials” shall include, without limitation, any material, waste or substance which is (i) included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “hazardous wastes” in or pursuant to any Laws, or subject to regulation under any Law; (ii) listed in the United States Department of Transportation Optional Hazardous Materials Table, 49 C.F.R. Section 172.101, as enacted as of the date hereof or as hereafter amended, or in the United States Environmental Protection Agency List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302, as enacted as of the date hereof or as hereafter amended; or (iii) explosive, radioactive, asbestos, a polychlorinated biphenyl, petroleum or a petroleum product or waste oil. The term “Environmental Laws” shall include all Laws applicable to the Premises pertaining to health, industrial hygiene, Hazardous Materials or the environment, including, but not limited to each of the following, as enacted as of the date hereof or as hereafter amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act), 33 U.S.C. §1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq.

(b) Landlord represents and warrants to Tenant that, except as disclosed in the environmental reports listed on Exhibit E hereto, (i) neither the Premises, nor any portion thereof, has been used, to the best of Landlord’s knowledge, by any prior owner for the generation, manufacture, storage, handling, transfer, treatment, recycling, transportation, processing, production, refinement or disposal (each, a “Regulated Activity”) of any Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws); and (ii) to the best of Landlord’s knowledge, there are no Hazardous Materials present on, in or under the Premises or any portion thereof (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws). Tenant covenants that it: (i) will comply, and will cause the Premises to comply, with all Environmental Laws, (ii) will not use, and shall prohibit the use of the Premises for Regulated Activities or for the storage, handling or disposal of Hazardous Materials (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), (iii) (A) will not install or permit the installation on the Premises of any underground storage tanks or surface impoundments (other than in connection with the operation and maintenance of the Premises and in compliance with Environmental Laws), and (B) with respect to any petroleum contamination on the Premises which originates from a source off the Premises, Tenant shall notify all responsible third parties and appropriate government agencies (collectively, “Third Parties”) and shall prosecute the cleanup of the Premises by such Third Parties, including, without limitation, undertaking legal action, if necessary, to enforce the cleanup obligations of such Third Parties and, to the extent not done so by such Third Parties and to the extent technically feasible and commercially practicable, Tenant shall remediate such petroleum contamination), and (iv) shall cause any alterations of the Premises to be done in a way which complies with applicable Environmental Laws, including Environmental Laws relating to exposure of persons working on or visiting the Premises to Hazardous Materials. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of Hazardous Materials generated, stored or disposed of by Tenant during the Term and free of all Environmental Default by Tenant.

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(c) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents) in or about the Premises or otherwise during the Term (unless caused by Landlord or a Landlord Party). In addition, Tenant shall give Landlord immediate verbal and follow-up written notice of any actual or threatened Environmental Default of which Tenant has, or reasonably should have, knowledge, which Environmental Default Tenant shall cure in accordance with all Environmental Laws and to the reasonable satisfaction of Landlord and (unless Environmental Laws or a governmental authority require otherwise) only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. An “Environmental Default” means any of the following, to the extent occurring during the Term, by Tenant or any Tenant invitee (other than Landlord or Landlord’s agents, contractors, employees or agents): a violation of an Environmental Law; a release, spill or discharge of a Hazardous Material on or from the Premises (or any part thereof); an environmental condition requiring for which a responsive action is required by a governmental authority or under Environmental Law; or an emergency environmental condition. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to promptly address same to Landlord’s reasonable satisfaction, to perform, at Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, and Landlord determines that Tenant has committed an Environmental Default relating to such conjectured pending or threatened Environmental Default that continues, then Tenant shall pay the reasonable costs therefore as Additional Rent.

(d) To the extent that Tenant or Landlord has knowledge thereof, they shall promptly provide notice to the other party hereto of any of the following matters which are not specified in the Environmental Reports described on Exhibit E hereto:

(i) any proceeding or investigation commenced or threatened by any governmental authority with respect to the presence of any Hazardous Material affecting the Premises;

(ii) any proceeding or investigation commenced or threatened by any governmental authority, against Tenant or Landlord, with respect to the presence, suspected presence, release or threatened release of Hazardous Materials from any property owned by Landlord;

(iii) all written notices of any pending or threatened investigation or claims made or any lawsuit or other legal action or proceeding brought by any person against (A) Tenant or Landlord or the Premises, or (B) any other party occupying the Premises or any portion thereof, in any such case relating to any loss or injury allegedly resulting from any Hazardous Material or relating to any violation or alleged violation of Environmental Laws;

(iv) the discovery of any occurrence or condition on the Premises, of which Tenant or Landlord as applicable, becomes aware and which is not corrected within ten (10)

35

days, or written notice received by Tenant of an occurrence or condition on any real property adjoining or in the vicinity of the Premises, which reasonably could be expected to lead to the Premises or any portion thereof being in violation of any Environmental Laws or subject to any restriction on ownership, occupancy, transferability or use under any Environmental Laws or which might subject Tenant, Landlord or Lender to any Environmental Claim. “Environmental Claim” means any claim, action, investigation or written notice by any person alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (A) the presence, or release into the environment, of any Hazardous Materials at the Premises, or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; and

(v) the commencement and completion of any Remedial Work.

(e) Landlord shall indemnify and hold Tenant, its employees and agents harmless from and against any Environmental Claim based on or arising out of the presence or removal of, or failure to remove Hazardous Materials generated, used, released, stored or disposed of in or about the Premises prior to the Lease Commencement Date or otherwise prior to the Lease Commencement Date, unless such damage, injury, loss, liability, charge, demand or claim suffered by Tenant is covered by any environmental or pollution control insurance carried by Landlord in connection with Section 32(a) above. In the event Tenant shall make a demand upon Landlord’s carrier of the aforesaid insurance (the “Carrier”) and the Carrier shall deny such claim, Tenant shall commence and diligently prosecute a lawsuit in the appropriate court to enforce such claim. In the event such court does not enter a judgment awarding Tenant the amounts due under such policy, provided Tenant diligently prosecuted the applicable suit as required above, Tenant may seek recovery from Landlord pursuant to Landlord’s indemnity obligations under this Section 40(e). In such a case, at Landlord’s request, Tenant shall assign all of its rights of, in, to, and in connection with said claim and shall provide reasonable cooperation to Landlord in connection with any procecution of such claim.

(f) Upon Landlord’s reasonable request, at any time after the occurrence and during the continuation of an Event of Default hereunder or at such other time as Landlord has reasonable grounds to believe that Hazardous Materials (except to the extent those substances are permitted to be used by Tenant under Section 40(b) of this Part II are or have been released, stored or disposed of on or around the Premises or that the Premises may be in violation of Environmental Laws, Tenant shall provide, at Tenant’s sole cost and expense, an inspection or audit of the Premises prepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Landlord and Lender indicating the presence or absence of the reasonably suspected Hazardous Materials on the Premises the presence or absence of friable asbestos or substances containing asbestos on the Premises, as the case may be. If Tenant fails to provide such inspection or audit within thirty (30) days after such request, Landlord may order the same, and Tenant hereby grants to Landlord and Lender and their respective employees, contractors and agents access to the Premises upon reasonable notice and a license to undertake such inspection or audit. The cost of such inspection or audit, together with interest thereon at the Lease Default Rate from the date Tenant is provided with written confirmation of costs incurred by Landlord until actually paid by Tenant, shall be immediately paid by Tenant on demand.

36

(g) Without limiting the foregoing, where recommended by any environmental assessment prepared for the Premises conducted after the date hereof and not relating to a conditioned existing at the date hereof, Tenant shall establish and comply with an operations and maintenance program relative to the Premises, in form and substance reasonably acceptable to Landlord, prepared by an environmental consultant reasonably acceptable to Landlord, which program shall address any Hazardous Materials (including, without limitation, asbestos containing material or lead based paint) that may now or in the future be detected on the Premises. Without limiting the generality of the preceding sentence, Landlord may reasonably require (i) periodic notices or reports to Landlord and Lender in form, substance and at such intervals as Landlord may reasonably specify to address matters raised in any such applicable environmental assessments, (ii) an amendment to such operations and maintenance program to address changing circumstances, laws or other matters, (iii) at Tenant’s sole cost and expense, supplemental examination of the Premises by consultants reasonably acceptable to Landlord to address matters raised in any such applicable environmental assessments, (iv) access to the Premises upon reasonable notice, by Landlord or Lender, and their respective agents or servicer, to review and assess the environmental condition of the Premises and Tenant’s compliance with any operations and maintenance program, and (v) variation of the operation and maintenance program in response to the reports provided by any such consultants.

(h) The indemnity obligations and the rights and remedies of the parties under this Section 40 shall survive the termination of this Lease.

41. WAIVER OF LANDLORD’S LIEN.

Landlord hereby waives any right to distrain trade fixtures, inventory and other personal property of Tenant and any landlord’s lien or similar lien upon trade fixtures, inventory and any other personal property of Tenant regardless of whether such lien is created or otherwise. At the request of Tenant, Landlord shall execute a waiver of any landlord’s or similar lien for the benefit of any holder of a security interest in or lessor of any trade fixtures, inventory or any other personal property of Tenant. Landlord agrees to acknowledge (in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that trade fixtures owned by Tenant are Tenant’s property and not part of the Building (regardless of whether or to what extent trade fixtures and/or other personal property are affixed to the Building) or otherwise subject to the terms of this Lease.

42. ESTOPPEL CERTIFICATE.

Landlord and Tenant agree to deliver to each other, from time to time as reasonably requested in writing, and within a reasonable period of time after receipt of such request, an estoppel certificate, addressed to such persons as the requesting party may reasonably request, certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), the dates to which any Fixed Rent due hereunder has been paid in advance, if any, and that to the knowledge of the signer of such certificate, no default hereunder by either Landlord or Tenant exists hereunder (or specifying each such default to which this signer may have knowledge), together with such other information as Landlord or Tenant may reasonably require with respect to the status of this Lease and Tenant’s use and occupancy of the Premises.

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43. NOTICE OF LEASE.

Upon the request of either party hereto, Landlord and Tenant agree to execute a short form Notice of Lease or Memorandum of Lease in recordable form, setting forth information regarding this Lease, including, without limitation, if available, the dates of commencement and expiration of the Term.

44. MISCELLANEOUS.

(a) This Lease shall be governed and construed in accordance with the Laws of the state in which the Premises is located.

(b) The headings of the Sections of Part I and Part II, are for convenient reference only, and are not to be construed as part of this Lease.

(c) The language of this Lease shall be construed according to its plain meaning, and not strictly for or against Landlord or Tenant; and the construction of this Lease and of any of its provisions shall be unaffected by any argument or claim that this Lease has been prepared, wholly or in substantial part, by or on behalf of Tenant or Landlord.

(d) Landlord and Tenant each warrant and represent to the other, that each has full right to enter into this Lease and that there are no impediments, contractual or otherwise, to full performance hereunder.

(e) This Lease shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of Landlord and the successors and assigns of Tenant.

(f) In the event of any suit, action, or other proceeding at law or in equity, by either party hereto against the other, by reason of any matter arising out of this Lease, the prevailing party shall recover, not only its legal costs, but also reasonable attorneys’ fees (to be fixed by the Court) for the maintenance or defense of said suit, action or other proceeding, as the case may be.

(g) A waiver by either party of any breach(es) by the other of any one or more of the covenants, agreements, or conditions of this Lease, shall not bar the enforcement of any rights or remedies for any subsequent breach of any of the same or other covenants, agreements, or conditions.

(h) This Lease and the referenced schedules and exhibits set forth the entire agreement between the parties hereto and may not be amended, changed or terminated orally or by any agreement unless such agreement shall be in writing and signed by Tenant and Landlord and approved in writing by the Lender. Landlord and Tenant further agree that this Lease shall not be amended and no amendment shall be effective unless in writing signed by both parties thereto.

(i) If any provision of this Lease or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is held

38

invalid or unenforceable shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by Law.

(j) The submission of this Lease for examination does not constitute a reservation of or agreement to lease the Premises; and this Lease shall become effective and binding only upon proper execution and unconditional delivery thereof by Landlord and Tenant.

(k) When the context in which words are used in this Lease indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and viceversa. Further, references to “person” or “persons” in this Lease shall mean and include any natural person and any corporation, partnership, joint venture, limited liability company, trust or other entity whatsoever.

(l) All references to “business days” contained herein are references to normal working business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays.

(m) Time is of the essence in the payment and performance of the obligations of Tenant under this Lease.

(n) In the event that the Landlord hereunder consists of more than one (1) person, then all obligations of the Landlord hereunder shall be joint and several obligations of all persons named as Landlord herein. If any such person directly or indirectly transfers its interest in the Premises, whether by conveyance of its interest in the Premises, merger or consolidation or by the transfer of the ownership interest in such Person, such transferee and its successors and assigns shall be bound by this subparagraph (n). All persons named as Landlord herein shall collectively designate a single person (the “Designated Person”) to be the person entitled to give notices, waivers and consents hereunder. Landlord agrees that Tenant may rely on a waiver, consent or notice given by such Designated Person as binding on all other persons named as Landlord herein; provided, that any amendment, change or termination of this Lease which is permitted under Section 44(h) of this Part II must be signed by all persons named as Landlord. The Designated Person shall be the only person entitled to give notices hereunder by the Landlord, and Tenant may disregard all communications from any other person named as Landlord herein, except as provided in the immediately following sentence. The identity of the Designated Person may be changed from time to time by ten (10) business days’ advance written notice to the Tenant signed by either the Designated Person or by all persons named as Landlord herein.

(o) Tenant will furnish to Landlord on June 1 and December 31 of each calendar year during the Term, copies of all financial statements relating to the Premises or Tenant’s operations at the Premises (whether or not otherwise publicly disclosed) prepared in the ordinary course of its business. Landlord hereby agrees to maintain such financial information as proprietary and confidential and agrees not to disclose any such information to any third party other than any Lender, or prospective purchaser of the Premises, or to Landlord’s attorneys, accountants, and similar business advisor(s); provided, however, any such disclosure of financial information to any of the foregoing parties may only be made subject to disclosure restrictions that are at least as restrictive as the provisions set forth in this Section 44.

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45. RESTRICTIONS ON SALE TO TENANT COMPETITORS.

. Notwithstanding the foregoing provisions of this Lease, so long as no Event of Default has occurred, Savvis Asset Holdings, Inc. or one of its Affiliates is the Tenant hereunder, no default has occurred in connection with the Corporate Guaranty (defined in Schedule 3 attached hereto) and the Corporate Guaranty remains in full force and effect, Landlord shall in no event sell or transfer the Premises to a “Savvis Competitor”, without Tenant’s prior written consent. As used herein, “Savvis Competitor” shall mean and refer to any one of the five (5) entities listed on Exhibit F hereto, provided Savvis Asset Holdings, Inc. or one of its Affiliates may, in good faith but in its sole discretion, change any one or all of the entities so listed, by delivering written notice of such change to Landlord on June 1^st and/or Decemver 31st of any calendar year so long as such subsequently listed entity is in good faith (but Savvis’ sole discretion) considered a competitor and is neither principally engaged in the real estate acquisition, disposition, leasing, or development business nor in the business of financing or investing in such real estate companies. In addition, Landlord will deliver to Tenant a copy of any initial marketing materials circulated by Landlord to the market at-large in connection with any proposed sale of the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the Date of Lease above written.

[SIGNATURE PAGES FOLLOW.]

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LANDLORD’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

MEERKAT SC8 LLC
By:	MEERKAT VENTURES LLC Manager
	By:	MEERKAT INTERESTS LLC Manager
		By:
			Lammot J. du Pont, Managing Member
		By:	/s/ Hossein Fateh
			Hossein Fateh, Managing Member
	By:	MEERKAT EQUITY LLC Manager
		By:	MEERKAT MEMBERS LLC Manager
			By:
				Lammot J. du Pont, Managing Member
			By:	/s/ Hossein Fateh
				Hossein Fateh, Managing Member

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TENANT’S SIGNATURE PAGE

Attached to and made a part of Lease dated as of March 5, 2004.

/s/ Grier Raclin
By:	Grier Raclin
Its:	Chief Legal Officer & Corporate Secretary

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SCHEDULE 1

STIPULATED LOSS VALUES

[This shall be a schedule of partially amortizing values satisfactory to the Landlord and Lender which shall begin at, but not exceed, 100% of the purchase price paid by Landlord for the Premises or, if greater, the original Loan amount.]

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SCHEDULE 2

FIXED RENT AMOUNTS

SUBPART A

[Rent Chart Calculations Subject To Confirmation By Landlord]

Lease Year	Rate Per Rentable Square Foot	Fixed Rent Per Annum	Fixed Rent Per Month
1	$[***]	$[***]	$[***]
2	$[***]	$[***]	[***]
3	$[***]	[***]	[***]
4	$[***]	[***]	[***]
5	$[***]	[***]	[***]
6	$[***]	[***]	[***]
7	$[***]	[***]	[***]
8	$[***]	[***]	[***]
9	$[***]	[***]	[***]
10	$[***]	[***]	[***]
11	$[***]	[***]	[***]
12	$[***]	[***]	[***]
13	$[***]	[***]	[***]
14	$[***]	[***]	[***]
15	$[***]	[***]	[***]

SUBPART B

During the Initial Term, Fixed Rent shall be paid in the amounts hereinafter set forth in Subpart A of this Schedule 2 with respect to the Initial Term. During any fixed rate Extension Period described in Section 12 of Part I of this Lease, Fixed Rent shall be paid at the Fair Market Rental Value with respect to such fixed rate Extension Periods. Notwithstanding the provisions below, in no event shall the annual Fair Market Rental Value for the first year of the first Extension Period be less than [***] of the annual Fixed Rent for the last year of the Initial Term and the Fair Market Rental Value shall increase by no less than [***] annually each year of any Extension Period.

During any Extension Period, Fixed Rent shall be paid in an amount equal to [***] of the Fair Market Rental Value of the Premises for such Extension Period as determined by a Appraiser as hereinafter set forth in this Schedule 2; provided, that during the first [***] years of the first Extension Period, Fixed Rent shall be equal to [***] of the Fair Market Rental Value as so determined. In the event Tenant exercises

S2-1

a Renewal Option to extend this Lease for an Extension Period, then Landlord and Tenant shall attempt in good faith for a period of ten (10) days to agree upon a single Appraiser; and if Landlord and Tenant are so able to agree, the determination by such single Appraiser of a Fair Market Rental Value for the Premises for such Extension Period shall be final and binding on the parties. If Landlord and Tenant are unable to agree upon a single Appraiser within the above-stated ten (10) day period, then the following procedures shall apply:

(a) Within seven (7) days after the conclusion of the ten (10) day period, each party shall submit to the other party an independent third-party Appraiser who must satisfy the qualifications for an Appraiser in the Lease, and neither of whom (i) may be a present or former employee or business associate (or a relative of any such employee or business associate) of either Landlord or Tenant, or (ii) shall have any other financial or economic interest in, or relationship with, Landlord or Tenant.

(b) The two Appraisers so selected shall promptly proceed to determine the Fair Market Rental Value of the Premises (considering the other terms of this Lease) for such Extension Period; and if the two Appraisers agree on such Fair Market Rental Value, their determination shall be final and binding on all parties. If the two appraisers so selected are unable to agree on the Fair Market Rental Value but the appraisals are no more than ten percent (10%) apart, computed from the base of the higher appraisal, the two appraisals shall be averaged and the average shall constitute the Fair Market Rental Value of the Premises for such Extension Period. If the appraisals differ by more than ten percent (10%), such two Appraisers shall select a third Appraiser (who must satisfy the qualifications for an Appraiser in the Lease); and if the two Appraisers are unable to agree upon a third Appraiser within fifteen (15) days, then they shall in lieu thereof each select the names of two willing persons qualified to be Appraisers hereunder and from the four persons so named, one name shall be drawn by lot by a representative of Landlord in the presence of a representative of Tenant, and the person whose name is so drawn shall be the third Appraiser. If either of the first two Appraisers fails to select the names of two willing, qualified Appraisers and to cooperate with the other Appraiser so that a third Appraiser can be selected by lot, the third Appraiser shall be selected by lot from the two Appraisers which were selected by the other Appraiser for the drawing. Any vacancy in the office of the first two Appraisers shall be filled by the party who initially selected that Appraiser, and if the appropriate party fails to fill any vacancy within fifteen (15) days after such vacancy occurs, then such vacancy shall be filled by the other party. Any vacancy in the office of the third Appraiser shall be filled by the first two Appraisers in the manner specified above for the selection of a third Appraiser. The third Appraiser shall, within fifteen (15) days after having been selected, render his or her opinion of which of the amounts proposed by the original two Appraisers most closely represents the actual Fair Market Rental Value of the Premises for such Extension Period, and the amount so selected by the third Appraiser shall be the Fair Market Rental Value of the Premises for such Extension Period. The fees of such Appraisers shall be paid by Tenant.

S2-2

SCHEDULE 3

CERTIFICATE AND AGREEMENT

REGARDING MATTERS OF RECORD

THIS Certificate and Agreement Regarding Matters of Record (this “Certificate”) is delivered by Savvis Asset Holdings, Inc., a Delaware corporation (“Tenant”), pursuant to Section 30 of Part II of that certain Lease dated as of                     , 2004, by and between MEERKAT SC8 LLC, as Landlord (herein so called), and Tenant (the “Lease”).

Tenant has prepared or had prepared a [description of instrument], a copy of which is attached hereto (the “Instrument”), to be filed of record with respect to the Premises (as defined in the Lease) and has requested, and does hereby request, that Landlord and Lender (as defined in the Lease) consent to, execute, acknowledge and deliver the Instrument which will be filed of record by Tenant, and that Lender subordinate its Mortgage (as defined in the Lease) and other loan documents to the Instrument or, in connection with any Dedications (as defined in the Lease), that Lender release its Mortgage with respect to the portion of the Premises that is the subject of such Dedication. In order to induce Landlord and Lender to take such actions, and with the understanding that Landlord and Lender will rely on the matters set forth herein, Tenant does hereby represent, warrant and certify to, and agree with for the benefit of Landlord and Lender as follows:

1. Tenant hereby consents to the Instrument, and agrees that the Instrument shall constitute “Matters of Record” as defined in Section 29 of Part II of the Lease.

2. Tenant hereby represents, warrants and certifies to Landlord and Lender that:

(a) A true, correct and complete copy of the Instrument is attached to this Certificate;

(b) The Instrument is not detrimental in any material respect to the proper conduct of Tenant’s business on the Premises;

(c) The Instrument does not adversely affect the value of the Premises (or does not reduce the fair market value of the Premises by an amount greater than the amount of the consideration being paid to Landlord for such Instrument) or unreasonably render the use of the Premises dependent upon any other property or unreasonably condition the use of the Premises upon the use of any other property; and

(d) The Instrument does not materially impair Tenant’s use or operation of the Premises.

3. Tenant agrees that for so long as the Lease is in effect, it will perform all obligations, if any, of Landlord under or pursuant to the Instrument and will remain obligated under the Lease in accordance with its terms.

4. Attached hereto is a true, correct and complete copy of an updated ALTA survey of the Premises prepared by [name of surveyor] which shows the location on the Premises of all grants, releases, easements and other rights or encumbrances arising pursuant to the Instrument, or which otherwise indicates the effect of the Instrument on the Premises.

S3-1

5. Attached hereto are true, correct and complete copies of certificates or agreements by [name of other property owners or governmental authorities required to approve the matters affected by the Instrument] necessary or appropriate to consent to, create or implement the matters contained in the Instrument.

6. Attached hereto is the commitment of [name of title insurer] to issue an endorsement to the loan policy of title insurance delivered to Lender with respect to the Premises indicating that after filing the Instrument, [the Mortgage will remain a first lien on the Premises] [OR, WITH RESPECT TO A DEDICATION: the Mortgage will remain a first lien on the portion of the Premises remaining after the Dedication] subject only to the exceptions which were contained in such policy of title insurance and the Instrument.

7. Tenant agrees that all of its obligations under the Lease shall continue notwithstanding the execution, acknowledgment, delivery and filing of the Instrument.

8. Tenant agrees to immediately notify Landlord and Lender in writing in the event of any changes to any of the matters set forth in this Certificate.

9. Tenant will promptly pay all out-of-pocket costs and expenses incurred by Landlord and Lender in connection with said Instrument including, without limitation, reasonable attorneys’ fees.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]

S3-2

IN WITNESS WHEREOF, the undersigned has executed this Certificate effective as of                     ,             .

Savvis Asset Holdings, Inc., a Delaware

corporation

By:

Its:

[Acknowledgment Form to be modified as necessary to comply

with the laws of the state in which the Premises are located]

STATE OF __________	§
	§
COUNTY OF ________	§

Before me, on the              day of                     , 2004, personally appeared                                 ,                      of                     , a                     , and acknowledged that he executed the above instrument as his free act and deed and on behalf of said                     .

Notary Public

(Print Name:)

My Commission Expires:

S3-3

GUARANTOR’S CONSENT

This Guarantor’s Consent (this “Consent”) is a part of the foregoing Certificate and Agreement Regarding Matters of Record. The undersigned hereby executes and delivers this Consent to indicate and evidence the following:

1. The undersigned consents to the Instrument and its effect upon the Premises, the Tenant and the Lease.

2. The Corporate Guaranty executed by the undersigned as of [February 13, 2004], with respect to the Lease (the “Corporate Guaranty”) shall continue and remain in full force and effect notwithstanding the Instrument.

The undersigned has executed and delivered this Consent in order to induce Landlord and Lender to consent to and to execute, acknowledge, deliver and file of record the Instrument, and the undersigned acknowledges that Landlord and Lender will rely on this Consent.

EXECUTED this              day of                     , 2004.

	,
a _____________________________
By:
Its:
ATTEST:
_______________________________, Secretary
[Corporate Seal]

S3-4

Schedule     

To

Exhibit     

CERTAIN CRITICAL FIXTURES AND EQUIPMENT

1. Permanent and temporary generator systems including enclosures and fuel tanks with the associated electronic and manual switch gear.

2. Mechanical equipment and condenser equipment, air handlers and electrical dampers.

3. Racking, cage materials, cabinets and patch panels.

4. UPS Battery Systems including electrical switch gear and other similar power sources.

5. FM200 fire suppression canisters, piping and nozzles.

6. VESDA and smoke sensor stations.

7. Inside or outside security cameras, access card reader stations, VCR, multiplexer, monitors and computers.

8. Partition and conference room furniture systems and freestanding, cabinets, storage units.

9. Telephone and voice mail system with desk stations and receptionist, computers, servers, printers, phone sets.

10. Fiber Muxes or other telco and related equipment installed in MPOE rooms.

11. Emergency distribution board and telephone backboard with connectors.

12. Maintenance bypass electronic and manual switch gear.

13. Transformers and Power Distributions Units.

14. Kitchen appliances like microwaves, refrigerators and vending machines.

15. Console monitors, screen projection and screens in command center.

16. Bulletproof/resistant glass.

17. Satellite dishes and other communications equipment installed.

S4-1

EXHIBIT A

LEGAL DESCRITION OF PREMISES

(City of Santa Clara)

All of parcel 34, as shown on that certain Map entitled “Parcel Map being a Resubdivision of Parcel 6 as shown on Parcel Map 3399 Recorded in Map Book 368, Pages 36-37 and also being a Resubdivision of Parcels 26, 30, and 31 as shown on Parcel Map Recorded in Map Book 386, Pages 4-5, Santa Clara County Records”, which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California on January 25, 1977 in Map Book 387, Page 44.

Assessor’s Parcel Number 104-04-076

A-1

EXHIBIT B

PERMITTED ENCUMBRANCES

MATTERS OF RECORD

A. Property taxes, including general and special taxes, personal property taxes, if any, and any assessments collected with taxes, to be levied for the fiscal year 2004 - 2005 which are a lien not yet payable.

1. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	Pacific Gas & Electric Company and Pacific Telephone and Telegraph Company, a California corporation
Purpose:	Installation and maintenance of single line poles and wires
Recorded:	June 13, 1947, in Book 1478, Page 173, Instrument No. 464779, Official Records
Affects:	Portion of the premises
Note:	The interest of Pacific Gas & Electric Company in said easement has been terminated of record by that certain Quitclaim Deed recorded April 04, 1977, in Book C712, Page 69, Official Records

2. The effect of a Deed

Dated:	October 26, 1950
Executed by:	Aimee L. Johnson, formerly Aimee L. Billings and Ralph W. Johnson and Ora J. Johnson, his wife and the City and County of San Francisco, a municipal corporation
Recorded:	November 03, 1950, in Book 2089, Page 315, Instrument No. 675584, Official Records

Said instrument also provides for the right of ingress and egress for the purpose of maintenance and inspection of fences, gates, pipes and other structures or improvements over that portion of the herein described land.

Affects a portion of the land described herein and other land.

3. Covenants, conditions and restrictions as set forth in the document

Recorded: March 15, 1976, in Book B915, Page 228, Official Records

This exception omits any covenant, condition or restriction based on race, color, religion, sex, handicap, familial status or national origin, unless and only to the extent that the covenant, condition or restriction (a) is not in violation of state or federal law, (b) is exempt under 42 U.S.C. Section 3607 or (c) relates to a handicap but does not discriminate against handicapped people.

Modification(s) of said covenants, conditions and restrictions

Recorded: November 16, 1977, in Book D281, Page 411, Official Records

Modification(s) of said covenants, conditions and restrictions

Recorded: September 18, 1978, in Book D957, Page 329, Official Records

B-1

4. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	City of Santa Clara, a municipal corporation
Purpose:	Underground electrical
Recorded:	December 01, 1976, in Book C444, Page 600, Instrument No. 5484607, Official Records
Affects:	The Easterly 10 feet

5. A document subject to all the terms, provisions and conditions therein contained.

Entitled:	Agreement For The Installation And Maintenance of Landscape Improvements
Dated:	December 14, 1976
Executed by:	The City of Santa Clara, a municipal corporation and Marriott Corporation
Recorded:	December 17, 1976, in Book C484, Page 109, Instrument No, 5501942, Official Records

6. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	Pacific Gas & Electric Company, a California corporation
Purpose:	Installation and maintenance of gas pipe lines and appurtenances thereto
Recorded:	April 04, 1977, in Book C712, Page 63, Instrument No. 5598791, Official Records
Affects:	A strip of land 25 feet in width

7. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara, a municipal corporation
Purpose:	Installation and Maintenance of Underground electrical systems and appurtenances thereto
Recorded:	September 17, 1980, in Book F587, Page 672, Instrument No. 6840934, Official Records
Affects:	A strip of land 10 feet in width lying within said property

8. A document subject to all the terms, provisions and conditions therein contained.

Entitled:	Agreement Permitting a Pedestrian Arcade, For An Arcade Easement, And For Construction and Maintenance of Arcade
Dated:	December 29, 1981
Executed by:	The City of Santa Clara, a municipal corporation, Gould Inc., Instrument Division, Biomation Operation and Melchor Investment Company
Recorded:	January 12, 1982, in Book G549, Page 569, Instrument No. 7257362, Official Records
Note:	Easement created in said instrument has been terminated by grant deed recorded March 31, 1986, in Book J643, Page 1304, Instrument No. 8733471, Official Records

9. An easement for the purpose shown below and rights incidental thereto as set forth in a document

Granted to:	The City of Santa Clara, a municipal corporation
Purpose:	Installation and maintenance underground electric utilities
Recorded:	January 20, 1982, in Book G563, Page 308, Instrument No. 7263119, Official Records
Affects:	A portion of premises

B-2

10. A document subject to all the terms, provisions and conditions therein contained.

Entitled:	Agreement Permitting a Pedestrian Arcade, for an Arcade Easement and for Construction and Maintenance of an Arcade
Dated:	January 09, 1987
Executed by:	The City of Santa Clara, a municipal corporation, Rolm Corporation, a California corporation and Melchor Investment Company, a partnership
Recorded:	April 06, 1987, in Book K097, Page 1975, Instrument No. 9219638, Official Records

B-3

EXHIBIT C

FORM OF SURVEY CERTIFICATION

ALTA/ACSM Land Title Survey

FOR

MEERKAT [LANDLORD ENTITY NAME] LLC’S AQUISITON OF

[STREET ADDRESS], [CITY], CALIFORNIA

COUNTY OF [COUNTY NAME], STATE OF CALIFORNIA

BASED UPON TITLE ORDER NO.                      OF [NAME OF TITLE INSURANCE COMPANY]

BEARING AN EFFECTIVE DATE OF [DATE]

TO: [NAME OF TITLE INSURANCE COMPANY]; [LENDER NAME]

[LANDLORD NAME]; AND [SURVEYOR COMPANY]

THE UNDERSIGNED CERTIFIES TO THE BEST OF HIS/HER PROFESSIONAL KNOWLEDGE, INFORMATION AND BELIEF, THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE ON THE DATE SHOWN BELOW OF THE PREMISES SPECIFICALLY DESCRIBED IN [NAME OF TITLE INSURANCE COMPANY] ORDER NO.                     , DATED                      AND WAS MADE (i) IN ACCORDANCE WITH THE “MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS”, JOINTLY ESTABLISHED AND ADOPTED BY ALTA, ACSM AND NSPS IN 1999; (ii) IN ACCORDANCE WITH THE “                    ” DATED                      AND INCLUDE ITEMS                      OF                      SPECIFICALLY DEFINED, AND (iii) PURSUANT TO THE ACCURACY STANDARDS AS ADOPTED BY ALTA, NSPS, AND ACSM AND IN EFFECT ON THE DATE OF THIS CERTIFICATION, UNDERSIGNED FURTHER CERTIFIES THAT THE SURVEY MEASUREMENTS WERE MADE IN ACCORDANCE WITH THE “MINIMUM ANGLE, DISTANCE, AND CLOSURE REQUIREMENTS FOR SURVEY MEASUREMENS WHICH CONTROL LAND BOUNDARIES FOR ALTA/ASCM LAND TITLE SURVEYS.

_______________________

Name of Surveyor

Registration No.                    

In the State of California

Date of Survey:                     

Date of Last Revision:                     ]

C-1

EXHIBIT D

FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

[ATTACHED]

D-1

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Andrew H. Levy, Esq.

File No.: 52279-00138

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made as of the ____th day of _______, 2004 by and between LEHMAN ALI INC., a Delaware corporation having an address at 399 Park Avenue, New York, New York 10022 (“Lender”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation, having an address at 12851 Worldgate Drive, Herndon, Virginia 20170 (“Tenant”).

RECITALS:

A. Lender is the present owner and holder of a certain deed of trust and security agreement (together with any and all extensions, renewals, substitutions, replacements, amendments, modifications and/or restatements thereof, the “Security Instrument”) dated February 13, 2004, given by Landlord (defined below) to Lender which encumbers the fee estate of Landlord in certain premises described in Exhibit A attached hereto (the “Property”) and which secures the payment of certain indebtedness owed by Landlord to Lender evidenced by a certain promissory note dated February 13, 2004, given by Landlord to Lender (the note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the ‘Note”);

B. Tenant is the holder of a leasehold estate in a portion of the Property under and pursuant to the provisions of a certain lease dated ________, 2004 between MEERKAT SC8 LLC, a Delaware limited liability company, as landlord (the “Landlord”) and Tenant, as tenant, (such lease, as modified and amended as set forth herein being hereinafter referred to as the “Lease”);

C. SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, executed that certain Guaranty of Lease dated as of _______, 2004 in favor of Lender, and

D. Tenant has agreed to subordinate the Lease to the Security Instrument and to the lien thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.

AGREEMENT:

For good and valuable consideration, Tenant and Lender agree as follows:

1. SUBORDINATION. The Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Security Instrument and to the lien thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Security Instrument had been executed, delivered and recorded prior to the execution and delivery of the Lease.

2. NON-DISTURBANCE. If any action or proceeding is commenced by Lender for the foreclosure of the Security Instrument or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding and the exercise by Lender of any of its other rights under the Note or the Security Instrument shall be made subject to all rights of Tenant under the Lease, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the Lease shall be in full force and effect and (b) Tenant shall not be in default beyond any applicable cure periods under any of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed.

3. ATTORNMENT. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received

2

by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such interest.

4. NOTICE TO TENANT. After notice is given to Tenant by Lender that the Landlord is in default under the Note and the Security Instrument and that the rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.

5. NOTICE TO LENDER AND RIGHT TO CURE. Tenant shall notify Lender of any default by Landlord under the Lease and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of an abatement shall be effective unless Lender shall have received notice of default giving rise to such cancellation or abatement and shall have failed within sixty (60) days after receipt of such notice to cure such default, or if such default cannot be cured within sixty (60) days, shall have failed within sixty (60) days after receipt of such notice to commence and thereafter diligently pursue any action necessary to cure such default. Notwithstanding the foregoing, Lender shall have no obligation to cure any such default.

6. NOTICES. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Tenant:	Savvis Asset Holdings, Inc. 12851 Worldgate Drive Herndon, Virginia 20170 Attention: Chief Legal Officer Facsimile No. (702) 234-8374
If to Lender:	Lehman ALI Inc. 399 Park Avenue New York, New York 10022 Attention: Masood Bhatti and David Broderick, Esq. Facsimile No.: (212) 520-0130

3

or addressed as such party may from time to time designate by written notice to the other parties. For purposes of this Section 6, the term “Business Day” shall mean a day on which commercial banks are not authorized or required by law to close in the state where the Property is located. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of Lender, Tenant and Purchaser and their respective successors and assigns.

8. GOVERNING LAW. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Property is located.

9. MISCELLANEOUS. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

10. INCORPORATION. Exhibit A (Description of Property) and Exhibit B (the Lease Guarantor’s Consent) are attached hereto and incorporated herein by this reference.

[NO FURTHER TEXT ON THIS PAGE]

4

IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as of the date first above written.

LENDER:

LEHMAN ALI INC., a Delaware corporation

By:

Name:

Title:

TENANT:

Savvis Asset Holdings, Inc, a Delaware corporation

By:

Name:

Title:

The undersigned accepts and agrees to

the provisions of Section 4 hereof:

LANDLORD:

MEERKAT SC8 LLC,
a Delaware limited liability company

By:

Name:

Title:

ACKNOWLEDGMENTS

STATE OF _____________________________
	ss.
COUNTY OF ___________________________

On this              day of                     , 2004, before me,                      a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s). acted, executed the instrument.

WITNESS my hand and official seal

Signature ____________________

My commission expires _________

STATE OF _____________________________
	ss.
COUNTY OF ___________________________

On this              day of                     , 2004, before me,                                  a Notary Public in and for the State of                     , personally appeared                      personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature ____________________

My commission expires _________

STATE OF _____________________________
	ss.
COUNTY OF ___________________________

On this              day of                     , 2004, before me,                              a Notary Public in and for the State of                     , personally appeared                                  personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature ____________________

My commission expires _________

EXHIBIT A

DESCRIPTION OF PROPERTY

(attached hereto and made part hereof)

EXHIBIT B

LEASE GUARANTOR’S CONSENT

The undersigned (“Lease Guarantor”) consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and the transactions contemplated thereby and reaffirms its obligations under the Guaranty of Lease (“Lease Guaranty”) dated February 13, 2004. Lease Guarantor further reaffirms that its obligations under the Lease Guaranty are separate and distinct from Lessee’s obligations.

AGREED:

Dated as of: February 13, 2004	“LEASE GUARANTOR” SAVVIS COMMUNICATIONS CORPORATION
	a Delaware corporation
	By:
	Its:	President
	By:
	Its:	Chief Financial Officer

STATE OF _____________________________
	ss.
COUNTY OF ___________________________

On this              day of                 , 2004, before me,                                  a Notary Public in and for the State of                     , personally appeared                                  personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature ___________________

My commission expires ________

STATE OF _____________________________
	ss.
COUNTY OF ___________________________

On this              day of                     , 2004, before me,                                  a Notary Public in and for the State of                      , personally appeared                          personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature ___________________

My commission expires ________

TENANT ESTOPPEL

February 13, 2004

LEHMAN ALI INC. (“Lender”)

399 Park Avenue

New York, New York 10022

Dear Sirs:

As the present owner and holder of the Tenant’s interest under that certain Lease dated as of                     , 2004 (the “Lease”) by and between MEERKAT SC8 LLC, a Delaware limited liability company (the “Landlord”) and SAVVIS ASSET HOLDINGS, INC., a Delaware corporation (the “Tenant”), attached hereto as Exhibit “A”, and the present Guarantor under that certain Guaranty of Lease dated as of                     , 2004 (the “Guaranty”), by SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation, as the Guarantor, attached hereto as Exhibit “B”, the undersigned hereby represents to you that as of the date hereof (i) the Lease and the Guaranty constitute the entire agreement between the undersigned and the Landlord relating to the premises described therein and have not been modified or amended; (ii) the Lease is in full force and effect and the term thereof commenced on                     , 2004 and is scheduled to terminate on February 28, 2019 pursuant to the provisions thereof, and the Guaranty is in full force and effect; (iii) the premises demised under the Lease have been completed and the undersigned has taken possession of the same; (iv) neither the undersigned nor to its knowledge the Landlord is in default under any of the terms, covenants or provisions of the Lease and the undersigned knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Lease by the undersigned or the Landlord thereunder; (v) neither the undersigned nor the Landlord has commenced any action or given or received any notice for the purpose of terminating the Lease; (vi) all rents, additional rents and other sums due and payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (1) month in advance of the due dates thereof; (vii) there are no offsets or defenses to the payment of the rents, additional rents, or other sums payable under the Lease and/or the Guaranty; (viii) the undersigned has no option or right of first refusal to purchase the premises demised under the Lease or any portion thereof; (ix) the fixed annual minimum rent payable under the Lease is as stated in Schedule 2 of the Lease; and (x) the undersigned recognizes that Lender is relying upon this estoppel certificate and the accuracy of the information contained herein.

[signature page follows]

Savvis Asset Holdings, Inc., a Delaware corporation
By:
Its:
Savvis Communications Corporation, Inc., a Delaware corporation
By:
Its:	President
By:
Its:	Chief Financial Officer

EXHIBIT “A”

LEASE

(attached hereto and made part hereof)

EXHIBIT “B”

GUARANTY

(attached hereto and made part hereof)

EXHIBIT E

LIST OF ENVIRONMENTAL REPORTS

1. Phase I Environmental Site Assessment, El Segundo Data Center, 200 North Nash Street, El Segundo, California, dated August 11, 2003, by PES Environmental, Inc Engineering & Environmental Services, No. 933.001.01.001

2. Environmental Site Assessment Update, Cable & Wireless America Buildings B-12 and SC-8, 4650 and 4700 Old Ironsides Drive, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

3. Environmental Site Assessment Update, Cable & Wireless America Buildings SC-4 and SC-5, 2401 and 2403 Walsh Avenue, Santa Clara, California, dated January 9, 2004, by PES Environmental, Inc. Engineering & Environmental Services, No. 958.001.01.001

F-1

EXHIBIT F

SAVVIS COMPETITORS

Tenant will provide Landlord written notice of five (5) competitors on or before April 15, 2004

F-1

EX-10.7

Exhibit 10.7

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

COST SHARING AND

IRU AGREEMENT

THIS COST SHARING AND IRU AGREEMENT (“Agreement”) is made and entered into as of the 25^th day of May, 1999, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation (“Grantee”).

RECITALS

A.    Grantor intends to construct and/or is currently constructing a nationwide multiconduit fiber optic communications system (the “Grantor System”) as generally depicted on Exhibit “A” attached hereto which is intended to connect the cities described on Exhibit “B” attached hereto.

B.    Grantor further intends to install within one of the conduits of the Grantor System a high fiber count ([***] or more fibers) fiber optic cable (the “Cable”).

C.    Grantee desires to obtain the right to use a fiber optic communications system consisting of [***] fibers and connecting those cities identified in Exhibit “B” attached hereto.

D.    Grantor and Grantee can complete their desired communications systems less expensively if such systems are constructed as part of a single project than if each system was constructed independently.

E.    Grantor and Grantee therefore desire to share the costs of constructing the Grantor System and, pursuant to such sharing of costs, Grantor desires to grant to Grantee an indefeasible right to use certain facilities in the Grantor System, all upon and subject to the terms and conditions set forth below.

ARTICLE 1.

DEFINITIONS

1.01    “Acceptance Date” shall mean the date when Grantee delivers (or is deemed to have delivered) notice of acceptance of a Completion Notice with respect to a Segment in accordance with Article 9; provided, however, that in the event that such date is more than thirty (30) days prior to the Completion Date for such Segment, and Grantee does not commence to use the Grantee Fibers within any portion of such Segment, then the Acceptance Date shall be the first to occur of (a) the Completion Date, or (b) the date upon which Grantee delivers written notice to Grantor that it intends to commence use of any Grantee Fibers within such Segment.

1.02    “Acceptance Testing” shall have the meaning set forth in Article 8.

1.03    “Access Points” shall have the meaning set forth in Section 10.01.

1.04    “Affiliate” shall mean, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person (“control,” “controlled by” and “under common control with” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise).

1.05    “Associated Property” shall mean the tangible and intangible property needed for the use of the Grantee Fibers as permitted by this Agreement, including designated space in the Regeneration Facilities, Opamp Facilities and Grantor Node Facilities, as and to the extent more particularly described in this Agreement, but excluding in any and all events any electronic and/or optronic equipment.

1.06    “Cable” shall have the meaning set forth in the Recitals.

1.07    “Completion Date” shall mean, subject to Force Majeure Events, the dates for the completion of each Segment as set forth in Exhibit “J” attached hereto.

1.08    “Completion Notice” shall have the meaning set forth in Article 9.

1.09    “Costs” shall mean the actual direct costs paid or payable in accordance with the established accounting procedures generally used by Grantor and which Grantor utilizes in billing third parties for reimbursable projects, including the following: [***].

1.10    “Dark Fiber” shall have the meaning set forth in Section 15.03.

1.11    “Dispute Notice” shall have the meaning set forth in Article 24.

1.12    “Effective Date” shall have the meaning set forth in Section 5.01.

1.13    “Force Majeure Event” shall have the meaning set forth in Article 19.

1.14    “Governmental Authority” shall mean any federal, state, regional, county, city, municipal, local, territorial, or tribal government, whether foreign or domestic, or any department, agency, bureau or other administrative or regulatory body obtaining authority from any of the foregoing, including without limitation, courts, public utilities and sewer authorities.

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1.15    “Grantee Delay Event” shall mean the failure of Grantee to timely observe and perform its obligations and agreements hereunder, which failure delays the construction and installation of the Grantor System with respect to one or more Segments.

1.16    “Grantee Fibers” shall mean have the meaning set forth in Section 3.01.

1.17    “Grantor Node Facilities” shall mean such facilities as may be mutually agreed upon between Grantor and Grantee which are owned, leased or otherwise used by Grantor to accommodate or house switch equipment, fiber optic transmission and associated ancillary equipment to serve as a switch terminal, transport concentrator, hub terminal, junction or end user POP location.

1.18    “Grantor System” shall have the meaning set forth in the Recitals.

1.19    “Grantor Termination Point” shall have the meaning set forth in Section 2.02.

1.20    “Hotel” shall mean a building in which a point or points of presence of interexchange carrier(s) is/are located.

1.21    “Impositions” shall mean all taxes, fees, levies, imposed duties charges or withholdings of any nature (including without limitation ad valorem, real property, gross receipts, taxes and franchise, license and permit fees), together with any penalties, fines or interest thereon arising out of the transactions contemplated by this Agreement and/or imposed upon the Grantor System, or any part thereof, by any Governmental Authority.

1.22    “IRU” shall have the meaning set forth in Section 3.01.

1.23    “IRU Contribution” shall have the meaning set forth in Section 4.01.

1.24    “Metropolitan Fibers” shall have the meaning set forth in Section 3.01.

1.25    “Minimum Period” shall mean, with respect to each Segment, a period of twenty (20) years from the Acceptance Date for such Segment.

1.26    “Monthly Charge” shall have the meaning set forth in Section 13.02.

1.27    “Opamp Facilities” shall mean facilities to optically amplify lit fibers as more particularly described in Exhibit “C”.

1.28    “Person” shall mean any natural person, corporation, partnership, limited liability company, business trust, joint venture, association, company or Governmental Authority.

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1.29    “Prime Rate” shall mean, as of any relevant date, the interest rate most recently published in the Money Rates Section of The Wall Street Journal as the prime rate.

1.30    “Proprietary Information” shall have the meaning set forth in Section 23.01.

1.31    “Regeneration Facilities” shall mean facilities to regenerate the signal of lit fibers as more particularly described in Exhibit “C”.

1.32    “Relocating Authority” shall have the meaning set forth in Section 6.03.

1.33    “Required Rights” shall have the meaning set forth in Section 6.01.

1.34    “Required Right Payment” shall mean any payment which Grantor is required to make to the grantor or provider of a Required Right.

1.35    “Route Miles” shall mean, for each Segment, the actual number of route miles for such Segment as constructed.

1.36    “Segments” shall have the meaning set forth in Section 2.01.

1.37    “Segment End Points” shall have the meaning set forth in Section 2.01.

1.38    “System Route” shall have the meaning set forth in Section 2.01.

1.39    “Term” shall have the meaning set forth in Article 5.

ARTICLE 2.

SYSTEM ROUTE

2.01    Subject to Section 2.04, the Grantor System will connect the city pairs identified on Exhibit “D” attached hereto (each city identified on Exhibit “D”, or a location in reasonably close proximity (in Grantor’s reasonable discretion) to such city, is herein called a “Segment End Point”, the route between the applicable Segment End Points is herein called a “Segment”, and all of the Segments together are herein called the “System Route”).

2.02    Except as otherwise agreed by the parties, the Grantor System, or at a minimum the portion thereof in which Grantee shall receive the IRU, will connect at each Segment End Point along the long haul system to the basement telecom closet or cable head within any of the following, in Grantor’s sole discretion: (i) a Grantor Node Facility mutually agreed to by Grantor and Grantee; (ii) a Regeneration Facility or Opamp Facility; or (iii) a Hotel (each a “Grantor Termination Point”). The Grantor Termination Point within and along the metropolitan rings ordered by Grantee shall be, at Grantor’s discretion, located in (a) the “zero manhole” adjacent to any LEC central office or Hotel along the route, or (b) such other location as mutually agreed by

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the parties. The Grantor Termination Point at any Segment End Point shall be the same for all Segments ending at such Segment End Point.

2.03    The specific location of the System Route between Segment End Points is subject to Grantor obtaining the Required Rights; however, the System Route will connect the Segment End Points for each Segment.

ARTICLE 3.

GRANT OF IRU AND OPTIONS

3.01    As of the Effective Date for each particular Segment delivered by Grantor to Grantee hereunder, Grantor hereby grants to Grantee, and Grantee hereby acquires from Grantor (i) an exclusive indefeasible right of use in, for the purposes described herein, [***] fibers to be specifically identified in the Cable between the Segment End Points for such Segment within and along the long-haul routes identified in Exhibit “D” (the “Grantee Fibers”); (ii) an exclusive indefeasible right of use in, for the purposes described herein, no more than [***] fibers within and along certain metropolitan rings in up to [***] gateway cities as set forth in Exhibit “K” (the “Metropolitan Fibers”), as identified by Grantee in Section 3.02 hereof (which fibers, once identified, shall also be considered “Grantee Fibers” hereunder); and (iii) an associated and non-exclusive indefeasible right of use, for the purposes described herein, in the Associated Property, respecting such Segment, all upon and subject to the terms and conditions set forth herein (collectively the “IRU”). Except to the extent specifically provided in this Agreement, the IRU shall convey a use interest that the granting party may not revoke or restrict in any manner or to any degree, through injunctive relief or otherwise, notwithstanding the occurrence of a breach by the Grantee of any legal duty or obligation imposed by any contract (except for this Agreement), by the law of torts (including simple or gross negligence or strict liability), or by federal or state laws, rules, regulations, orders, standards or ordinances, during the Term.

3.02    Grantee shall have the right to receive an IRU in the Metropolitan Fibers, which right shall be limited to a maximum fiber count and mileage so that the total value of the IRU acquired by Grantee would be no greater than [***]. No additional IRU Contribution shall be payable with respect to the Metropolitan Fibers provided that Grantor pays in full the IRU Contributions set forth in Exhibit “E”. In the event that Grantee fails to pay the IRU Contributions set forth in Exhibit “E” as required by this Agreement, then Grantor may (in addition to any other remedies under this Agreement) assess and collect from Grantee the IRU Contribution that would have otherwise been due and payable with respect to the Metropolitan Fibers. Grantee shall deliver written notice to Grantor identifying the Metropolitan Fibers in which Grantee desires to acquire an IRU no later than forty five (45) days following execution of this Agreement.

3.03    Grantee shall have the right (subject to availability) to order IRUs in additional fibers (not to exceed [***] fibers in any metropolitan ring) within the metropolitan rings set forth

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in Exhibit “K” for an IRU Contribution that is equal to the difference between the IRU Contribution that would have otherwise been payable for the Metropolitan Fibers selected by Grantee under Section 3.02 above and the IRU Contribution for the total additional fibers requested by Grantee under this Section 3.03. As an example, if Grantee acquired an IRU in [***] that would be applicable to the order for [***] fibers. Any additional IRU Contribution required to be paid hereunder shall be paid in accordance with the terms of this Agreement. The option granted hereunder shall expire on the last to occur of (a) thirty (30) days after execution of this Agreement, or (b) with respect to each metropolitan area identified in Exhibit “K”, the date upon which Grantor submits its order for the initial Cable to be installed by Grantor within each such metropolitan area.

3.04    Grantee may, by written notice (a “Fiber Upgrade Notice”) delivered to Grantor, inform Grantor that Grantee desires to purchase an IRU in additional fibers (whether of the same type as the Grantee Fibers or otherwise) either (a) along the same System Route as the Grantee Fibers, or (b) within extensions to the then-existing Grantor System. In the event that Grantor subsequently determines to install such additional fibers, then Grantor shall notify Grantee of such determination.

3.05    In the event that Grantee has delivered a Fiber Upgrade Notice and Grantor has received such notice prior to its determination to install additional fibers, Grantor and Grantee shall negotiate in good faith concerning Grantee’s acquisition of a portion of such additional fibers. The Term for use of any additional fibers shall be, unless otherwise agreed in writing by the parties, for a period which commences upon delivery of such fibers and which ends twenty (20) years thereafter; provided, however, that to the extent such extended term requires Grantor to extend or renew a Required Right, Grantor shall have the right to increase the Monthly Charge in order to reflect the pass through (on a pro rata basis based upon the number of fibers within the Grantor System) of any increase in the payments, fees, charges, costs or other expenses incurred or to be incurred by Grantor in connection with the extension or renewal of such Required Right. Notwithstanding anything else in this Agreement to the contrary, the failure of Grantor to notify Grantee of its determination to install additional fibers under Section 3.04, or the failure of the parties to successfully negotiate the terms of an IRU in such additional fibers, shall not constitute a Default hereunder and neither Grantee nor Grantor shall have any liability to the other for the performance, or the failure to perform, any obligations imposed under Sections 3.04 or 3.05 hereof.

3.06    Grantee shall have an option to acquire an IRU in no more than [***] fibers within and along the portion of the Grantor System from [***] (when and if constructed by Grantor) in exchange for the payment of an additional IRU Fee of $[***] (and Recurring Charges calculated in accordance herewith). The option granted hereunder shall expire on the date upon which Grantor submits its order for the initial Cable to be installed by Grantor within such portion of the Grantor System.

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ARTICLE 4.

CONTRIBUTIONS

4.01    Grantee agrees to make contributions to Grantor for the construction of the Grantor System as set forth on Exhibits “C” and “E” (collectively the “IRU Contribution”).

4.02    In addition to the IRU Contribution, Grantee shall pay directly or reimburse Grantor for all other sums, costs, fees and expenses which are expressly provided to be paid by Grantee under this Agreement.

4.03    Grantor will send Grantee invoices for payments of the IRU Contribution and Grantee shall pay such invoiced amounts within thirty (30) days after receipt of such invoice. Grantor will send Grantee invoices for payments of all other sums, costs, fees and expenses owed by Grantee to Grantor hereunder and Grantee shall pay such invoiced amounts within thirty (30) days after receipt of such invoice by Grantee. Any sums not paid by Grantee when due shall bear interest at the Prime Rate plus two percent (2%).

ARTICLE 5.

TERM

5.01    The IRU with respect to each Segment shall become effective on the first day when both (i) the Acceptance Date with respect to the Segment has occurred and (ii) Grantor has received payment of all of the IRU Contribution then due to Grantor hereunder (the “Effective Date”). Subject to the provisions of Articles 6 and 20, the IRU with respect to the Grantee Fibers within each Segment shall terminate at the expiration of the Minimum Period of such Segment (the “Term”). In no event shall the Term of the IRU in the Grantee Fibers within any Segment be less than the Minimum Period of such Segment. With respect to the Metropolitan Fibers initially delivered to Grantee hereunder and provided such extension is permitted by the Required Rights, Grantee shall have an option to extend the Term for such Metropolitan Fibers so that the Term expires at the same time as the expiration of the Term of the initially-ordered Grantee Fibers which are connected to such Metropolitan Fibers. As an example only, if Grantee’s Term for Metropolitan Fibers in [***] would otherwise expire in December, 2019, and the Terms for the Grantee Fibers into [***] expire in March and August of 2020, then Grantee would have the option to extend the Term of the [***] Metropolitan Fibers to August, 2020. To exercise the extension right, Grantee must deliver written notice thereof no sooner than one (1) year and no later than ninety (90) days prior to the expiration of the Term for the affected Metropolitan Fibers. Any additional IRU Contribution or Recurring Charges applicable to such extension would be negotiated after delivery of Grantee’s written notice seeking extension; in the absence of agreement respecting such additional payments, no extension shall be permitted. The option described above shall be applicable only to the Metropolitan Fibers set forth in Exhibit “K” and to metropolitan fibers ordered under Section 3.03 hereof, and shall not be applicable to fibers delivered under Sections 3.04 and 3.05 hereof.

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5.02    Upon the expiration of the Minimum Period, the Term shall expire with respect to the Grantee Fibers and all rights to the use thereof shall revert to Grantor without reimbursement of any of the IRU Contribution or other sums, costs, fees or expenses previously made with respect thereto, and from and after such time Grantee shall have no further rights or obligations hereunder with respect thereto unless such rights or obligations are specifically provided herein to survive the Term.

5.03    Grantor and Grantee acknowledge and agree that Grantee shall be treated for accounting and federal and all applicable state tax purposes as the exclusive beneficial owner of the Grantee Fibers. Grantor and Grantee further acknowledge and agree that the transactions contemplated by this Agreement constitute, for accounting and federal and applicable state tax purposes, a joint undertaking to share and minimize the expense of constructing each party’s respective communications systems, and not as a separate entity or as a sale or lease. Grantor and Grantee shall file (or caused to be filed with respect to any consolidated returns) their respective tax returns and other returns and reports for their respective Impositions on such basis and, except as otherwise required by law, not take any positions inconsistent therewith.

5.04    This Agreement shall become effective on the date hereof, subject to Article 26, and shall terminate on the date when all the Terms of the Segments shall have expired or terminated, except for those provisions of this Agreement which are expressly provided herein to survive such termination shall remain binding on the parties hereto.

ARTICLE 6.

REQUIRED RIGHTS

6.01    Grantor agrees to obtain and maintain in full force and effect for and during the Minimum Period of each Segment all rights, licenses, permits, authorizations, rights-of-way, easements and other agreements which are necessary in order to permit Grantor to construct, install and keep installed, and maintain the Grantee Fibers within such Segment in accordance with this Agreement and to provide Grantee with the right of use of the Grantee Fibers and all other rights under this Agreement pursuant to the IRU (collectively, the “Required Rights”).

6.02    In the event Grantor shall receive notice from any grantor or provider of a Required Right that Grantor has failed to observe or perform its obligations under such Required Right, and Grantor is not contesting the validity of such claimed or alleged failure, in good faith, Grantor shall give written notice to Grantee and Grantee may, at its option (subject to the terms and provisions of the Required Right and the ability of third parties to cure defaults of Grantor thereunder), cure or correct such failure and Grantor shall reimburse Grantee for the costs and expenses incurred by Grantee in connection therewith.

6.03    If, after the Acceptance Date with respect to a Segment, Grantor is required (i) by any Governmental Authority under the power of eminent domain or otherwise, (ii) by the grantor or

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provider of any Required Right, (iii) by any other Person having the authority to so require (each a “Relocating Authority”), or (iv) by the occurrence of any Force Majeure Event, to relocate the Grantor System within such Segment or any portion thereof, including any of the facilities used or required in providing the IRU, Grantor shall have the right to proceed with such relocation, including, but not limited to, the right, in good faith, to reasonably determine the extent and timing of, and methods to be used for such relocation; provided that (a) Grantee shall be kept fully informed of all determinations made by Grantor in connection with such relocation, and (b) any such relocation shall be constructed in accordance with the construction specifications set forth in Exhibit “F”, incorporate fiber meeting the specifications set forth in Exhibit ”G” and be subject to Acceptance Testing. Grantee shall reimburse Grantor for its proportionate share of the Costs (including Acceptance Testing) of such relocation (to the extent Grantor has not been reimbursed by the Relocating Authority and only if the total unreimbursed Costs associated with such relocation exceed $[***]) allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the affected Segments of the Grantor System.

ARTICLE 7.

CONSTRUCTION OF THE GRANTOR SYSTEM

7.01    Grantor will design, engineer, install and construct the Grantor System substantially in accordance with the construction specifications set forth in Exhibit ”F”, in a workmanlike manner and in accordance with industry standards and all applicable laws. Such responsibilities shall include, without limitation, preparation of construction drawings, materials specifications and materials requisitions. The Grantee Fibers and the conduit housing the Cable shall meet or exceed the fiber and conduit specifications set forth in Exhibit “G”. Nothing contained herein shall prohibit Grantor, at Grantor’s sole risk, from commencing construction of a Segment before Grantor has obtained all Required Rights necessary for such Segment.

7.02    Grantor will undertake the Acceptance Testing of each of the Segments.

7.03    Grantor will provide space within Regeneration Facilities and Opamp Facilities along the Grantor System as described in Exhibit ”C”. Grantee shall be provided with the use of power as specified in Exhibit “C”, and shall pay the charges specified in Exhibit “C” in accordance with the terms hereof.

7.04    Occupancy by Grantee in any Grantor Node Facility shall be subject to and governed by the colocation agreement executed by the parties contemporaneously herewith.

7.05    Grantor and Grantee will mutually consult with each other from time to time upon request to attempt to coordinate construction of the Grantor System with other network construction which may be undertaken by Grantee.

7.06    Subject to the terms and provisions of any applicable Required Right, Grantee shall have the right, but not the obligation, at Grantee’s cost and expense on at least five (5) days prior

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written notice to Grantor, to inspect the construction of each Segment, including the installation, splicing and testing of the Grantee Fibers incorporated therein; provided that no inspection or failure to inspect by Grantee shall impair, modify or amend any of the representations, warranties, covenants and agreements of Grantor under this Agreement.

7.07    Notwithstanding anything to the contrary contained herein, Grantor may elect, at its option, to acquire any portion of the Grantor System from third parties (whether under a lease, sublease, indefeasible right of use, or otherwise) in lieu of constructing and installing the Grantor System respecting such portion; provided, any such acquired portion shall have been constructed substantially in accordance with the specifications and procedures required by this Agreement except for such deviations which do not, in the reasonable discretion of Grantor, materially diminish the value, utility, reliability or expected useful life of the Grantor System.

ARTICLE 8.

ACCEPTANCE TESTING

Grantor shall test the Grantee Fibers in accordance with the procedures and standards specified in Exhibit “H” (“Acceptance Testing”). Acceptance Testing shall progress span by span along each Segment as cable splicing progresses, so that test results may be reviewed in a timely manner. Grantee shall have the right, but not the obligation, at Grantee’s cost and expense, to be present to observe the Acceptance Testing. When Grantor has determined that the results of the Acceptance Testing with respect to a particular span show that the Grantee Fibers so tested are installed and operating substantially in conformity with the applicable specifications set forth in Exhibit “H”, Grantor shall provide Grantee with a copy of such test results.

ARTICLE 9.

COMPLETION

When Grantor reasonably determines the Grantee Fibers with respect to a Segment are installed and operating substantially in accordance with the applicable specifications set forth in Exhibits “C”, “F”, “G” and “H”, Grantor shall provide written notice of same to Grantee (a “Completion Notice”). Grantee shall, within fifteen (15) days of receipt of the Completion Notice, either accept or reject the Completion Notice (Grantee shall be permitted to reject only if Grantee specifies a material failure of the Grantee Fibers to satisfy the requirements of this Agreement) by delivery of written notice to Grantor. In the event Grantee rejects the Completion Notice, Grantor shall promptly, and at no cost of Grantee, commence to remedy the defect or failure specified in Grantee’s notice. Thereafter Grantor shall again give Grantee a Completion Notice with respect to such Segment. The foregoing procedure shall apply again and successively thereafter until Grantor has remedied all defects or failures specified by Grantee. Any failure by Grantee to timely reject a Completion Notice shall be deemed to constitute acceptance for purposes of this Agreement and Grantee shall be deemed to have delivered a notice of acceptance on the fifteenth day after delivery of the Completion Notice.

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ARTICLE 10.

ACCESS

10.01    Grantor shall provide Grantee with access to, and Grantee shall have the right to interconnect its communications system with, the Grantee Fibers at the Grantor Termination Points and, subject to applicable laws and regulations and the terms of the Required Rights, at other technically feasible access points along the Grantor System (the “Access Points”). The specific location of such Access Points shall be determined by Grantor during the design, engineering and permitting phases of construction. In the event that Grantee desires to have an Access Point at any particular location along the System Route, Grantee shall notify Grantor in writing and Grantor will evaluate the request and make commercially reasonable efforts to accommodate Grantee’s request (subject to Grantee’s reimbursement of all Costs incurred in connection therewith). None of the Access Points shall be in any portion of the Grantor System which transits Canada unless such access can be accomplished in a fashion which, in Grantor’s judgment, will not cause either Grantee or Grantor to be in violation of applicable laws or regulations.

10.02    Grantor shall determine the exact locations of its Regeneration Facilities and Opamp Facilities and, subject only to reasonable security procedures and such access restrictions and limitations as may be set forth in any applicable Required Rights, Grantee shall have access to the Regeneration Facilities and Opamp Facilities twenty-four (24) hours per day, seven (7) days per week.

10.03    Grantor may route the Grantee Fibers through Grantor’s space in any Grantor Node Facilities, Regeneration Facilities or Opamp Facilities, in Grantor’s sole discretion; provided such routing shall not materially adversely affect Grantee’s use of or access to the Grantee Fibers or Associated Property hereunder and Grantor shall be responsible for all reasonable costs and expenses associated therewith.

10.04    Grantor shall have the right to control all activities concerning the Grantor System, including installation of any Grantee Fibers, the splicing of the Grantee Fibers at all of the Access Points, Grantor Termination Points, Grantor Node Facilities, Regeneration Facilities and Opamp Facilities and Grantee shall reimburse Grantor for all reasonable Costs incurred by Grantor in connection therewith. Grantor shall cooperate with Grantee in connection with any requests by Grantee for the performance of such work.

10.05    Grantee may request that Grantor construct and install additional commercial building entrances to buildings which are (i) located no more than one hundred (100) feet from the Grantor System, (ii) not separated from the Grantor System by any water crossing, bridge crossing or other substantial physical impediment, and (iii) on the list of buildings into which Grantor intends to construct facilities. Upon receipt of such request, Grantor and Grantee shall negotiate respecting the additional IRU Contribution that would be due and payable for the extension of the Grantor System into a Grantor Termination Point within such building. The

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additional IRU Contribution for such building connection shall be no greater than [***] percent [***%] of all Costs incurred by Grantor in connection with the completion of such additional commercial building entrances. Grantor shall, upon request of Grantee prior to commencement of such work, provide Grantee with a good faith estimate of the Costs to be incurred in connection with the performance thereof.

10.06    Grantee may request that Grantor construct and install, for and on behalf of Grantee, facilities to connect Grantee’s points of presence with the points of presence of [***] in no more than [***] cities within which a Grantor Node Facility is located. In the event that Grantor is not then planning to construct facilities to such points of presence, then (a) Grantee shall be responsible [***] such construction, (b) Grantee shall reimburse Grantor [***] in connection with such construction or installation; and (c) Grantee shall be entitled to an exclusive IRU in a [***] within such portion of the network. In the event that Grantor is planning to construct facilities to such points of presence, then Grantee shall only be responsible for payment of [***] incurred in connection with such construction or installation. Prior to any decision to proceed, Grantor shall provide Grantee with a good faith estimate of Costs which are likely to be incurred in connection with such construction.

ARTICLE 11.

OPERATIONS

11.01    Grantee shall have full and complete control and responsibility for determining any network and service configuration or designs, routing configurations, re-grooming, rearrangement or consolidation of channels or circuits and all related functions with regard to the use of the Grantee Fibers; provided, such control and responsibility by Grantee shall not adversely affect the use by any other Person of the Grantor System and/or any electric or optronic equipment used by such Person in connection therewith.

11.02    Grantee acknowledges and agrees that except for the items included as a part of the Regeneration Facilities and Opamp Facilities as described on Exhibit “C”, Grantor is not supplying nor is Grantor obligated to supply to Grantee any optronics or electronics or optical or electrical equipment or related facilities, all of which are the sole responsibility of Grantee, nor is Grantor responsible for performing any work other than as specified in this Agreement.

11.03    Upon not less than one hundred twenty (120) days written notice from Grantor to Grantee, Grantor may at its option, subject to Grantee’s prior written approval (which approval shall not be unreasonably delayed or withheld) substitute for the Grantee Fibers within any Segment or Segments, or any portions thereof, an equal number of alternative fibers within such Segment or portion thereof, provided that in such event, such substitution (i) shall be effected at the sole cost of Grantor, including, without limitation, all disconnect and reconnect costs, fees and expenses; (ii) shall be constructed in accordance with the specifications and procedures set forth

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in Exhibits “C” and “F”, incorporate fiber and conduit meeting the specifications set forth in Exhibit “G”, and be tested in accordance with the Acceptance Testing; (iii) shall not change any Grantor Termination Points or other Access Points; and (iv) Grantor shall use all reasonable good faith efforts to minimize any interruption in the operation of the Grantee Fibers.

ARTICLE 12.

MAINTENANCE AND REPAIR OF THE GRANTOR SYSTEM

From and after the Acceptance Date with respect to each Segment, the maintenance of the Grantor System within such Segment shall be provided in accordance with the maintenance requirements and procedures set forth in Exhibit “I” attached hereto. The costs of all Scheduled Maintenance (as defined in Exhibit “I”) of the Grantee Fibers shall be provided by Grantor as a part of the Monthly Charge; however, Grantee shall reimburse Grantor for its proportionate share of the Costs of any Unscheduled Maintenance (as defined in Exhibit “I”) (but only if the total Costs exceed [***] for any one incident) and repair and/or restoration of the Grantee Fibers allocated to Grantee pro rata based on the number of Grantee Fibers and the total fiber count in the affected portion of the Grantor System.

ARTICLE 13.

RECURRING CHARGES

13.01    Grantor shall be responsible for the payment of: (i) the Required Right Payments, (ii) the costs of Scheduled Maintenance of the Grantor System (as defined in Exhibit “I”), and (iii) real estate taxes, if any, insurance premiums, utility costs and charges, and rents or other payments associated with the Regeneration Facilities and Opamp Facilities.

13.02    In consideration of Grantor’s responsibilities under Section 13.01, subject to the adjustments described in Section 13.03, Grantee shall pay to Grantor each year ([***] as set forth in Section 13.04), with respect to each Segment of the intercity (long-haul) Grantor System, commencing with the Acceptance Date of such Segment and continuing until the expiration of the Term of the IRU with respect to such Segment shall have occurred, the product obtained when: (a) [***] (b) [***]. In addition, Grantee shall pay to Grantor each year ([***] as set forth in Section 13.04), with respect to each metropolitan ring (intra-city) Grantor System, commencing with the Acceptance Date of such metropolitan ring and continuing until the expiration of the Term of the IRU with respect thereto shall have occurred, the product obtained when: (a) [***] (b) [***]. The foregoing charges are herein called the “Monthly Charge.”

13.03    [***]

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13.04    The Monthly Charge shall be paid each year by Grantee in [***] due and payable on the [***]. In the event the Acceptance Date or expiration of the Term of a Segment occurs other than on the [***] shall be prorated.

ARTICLE 14.

IMPOSITIONS

14.01    Grantor and Grantee acknowledge and agree that it is their mutual objective and intent to (i) [***] and (ii) share such Impositions according to their respective interests in the Grantor System and the Grantee Fibers, and that they will cooperate with each other and coordinate their mutual efforts to achieve such objectives in accordance with the provisions of this Article 14.

14.02    Grantor shall be responsible for and shall timely pay any and all Impositions with respect to the construction or operation of the Grantor System which Impositions are imposed or assessed prior to the Acceptance Date of a Segment. Notwithstanding the foregoing obligations, Grantor shall have the right to challenge any such Impositions so long as the challenge of such Impositions does not materially adversely affect the rights to be delivered to Grantee pursuant hereto.

14.03    Following the Acceptance Date for each Grantor System and except with respect to Impositions constituting ad valorem property taxes levied against the Grantee Fibers (which are addressed in Section 14.04 below), Grantor shall timely pay any and all Impositions imposed upon or with respect to each Grantor System to the extent such Impositions have not been or may not feasibly be separately assessed or imposed upon or against the respective interests of Grantor and Grantee in such Grantor System. Upon receipt of a notice of any such Imposition, Grantor shall promptly notify Grantee of such Imposition and Grantee shall pay or reimburse Grantor for its proportionate share of such Imposition, which share shall be determined (i) to the extent possible, based upon the manner and methodology used by the particular Governmental Authority imposing such Imposition (e.g., on the cost of the relative property interests, historic or projected revenue derived therefrom, or any combination thereof); or (ii) if the same cannot be so determined, then based upon Grantee’s proportionate share of the total fiber count in the affected portion of the Grantor System.

14.04    Following the Acceptance Date for each Grantor System and except to the extent prohibited by applicable laws or regulations, Grantee shall separately file all required returns, renditions or other forms and pay any and all ad valorem property taxes imposed on or assessed against the Grantee Fibers. In the event that applicable laws or regulations require Grantor to file

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returns for and pay any and all ad valorem property taxes imposed on or assessed against the Grantee Fibers, Grantor shall do so and Grantor shall be entitled to reimbursement from Grantee (under Section 14.03) for the ad valorem property tax payments made respecting the Grantee Fibers.

14.05    Notwithstanding any provision herein to the contrary, Grantor shall have the right to contest any Imposition described in Section 14.03 above, (including by nonpayment of such Imposition provided such nonpayment does not materially adversely affect the rights to be delivered to Grantee pursuant hereto). The reasonable out-of-pocket costs and expenses (including reasonable attorney fees) incurred by Grantor in any such contest shall be shared by Grantor and Grantee in the same proportion as to which the parties would have shared in such Impositions (as well as any other Impositions on other systems owned by Grantor), as they were originally assessed. Any refunds or credits resulting from a contest brought pursuant to this Section 14.05 shall be divided between Grantor and Grantee in the same proportion as to which such refunded or credited Impositions were borne by Grantor and Grantee.

14.06    Grantor and Grantee agree to cooperate fully in the preparation of any returns or reports that must be filed jointly relating to the Impositions. Grantor and Grantee further acknowledge and agree that the provisions of this Article 14 are intended to allocate the Impositions expected to be assessed against or imposed upon the parties with respect to the Grantor System based upon the procedures and methods of computation by which Impositions generally have been assessed and imposed to date, and that material changes in the procedures and methods of computation by which such assessments are assessed and imposed could significantly alter the fundamental economic assumptions underlying the transactions hereunder to the parties. Accordingly, Grantor and Grantee agree that, if in the future the procedures or methods of computation by which Impositions are assessed or imposed against the parties change materially from the procedures or methods of computation by which they are imposed as of the date hereof, the parties will negotiate in good faith an amendment to the provisions of this Article 14 in order to preserve, to the extent reasonably possible, the economic intent and effect of this Article 14 as of the date hereof.

ARTICLE 15.

USE OF GRANTOR SYSTEM

15.01    Grantee represents and warrants that it will use the Grantee Fibers and the IRU hereunder in compliance with all applicable government codes, ordinances, laws, rules and regulations.

15.02    Subject to the provisions of this Agreement, Grantee may use the Grantee Fibers and the IRU for any lawful purpose. Grantee acknowledges and agrees that it has no right to use any fibers, other than the Grantee Fibers, included or incorporated in the Grantor System, and that Grantee shall keep any and all of the Grantor System, free from any liens, rights or claims of any third party attributable to Grantee.

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15.03    Notwithstanding anything to the contrary contained in this Agreement, Grantee covenants and agrees that Grantee shall not, that Grantee shall have no right to, and that Grantor may enjoin Grantee from any attempt to, assign, sell, lease, sublease, transfer, grant an indefeasible right of use or other similar right or interest in the IRU or the Grantee Fibers to anyone as Dark Fiber for a period of four (4) years after the Acceptance Date for the final Segment of the Grantee Fibers. For purposes hereof, “Dark Fiber” shall mean fiber provided without electronic and/or optronic equipment and which is not “lit” or activated. No such assignment, sale, lease, sublease, transfer or grant shall relieve Grantee of its obligations under this Agreement.

15.04    Grantee shall not use the Grantee Fibers in a way which physically interferes in any way with or otherwise adversely affects the use of the fibers, cable or conduit of any other Person using the Grantor System.

15.05    Grantee and Grantor shall promptly notify each other of any matters pertaining to, or the occurrence (or impending occurrence) of, any event of which it is aware that could give rise to any damage or impending damage to or loss of the Grantor System.

15.06    Grantee and Grantor agree to cooperate with and support each other in complying with any requirements applicable to their respective rights and obligations hereunder by any Governmental Authority.

ARTICLE 16.

INDEMNIFICATION

16.01    Subject to the provisions of Article 17, Grantor hereby agrees to indemnify, defend, protect and hold harmless Grantee and its employees, officers and directors, from and against, and assumes liability for: (i) any injury, loss or damage to any Person, tangible property or facilities of any Person (including reasonable attorney fees and costs) to the extent arising out of or resulting from the negligence or willful misconduct of Grantor, its officers, employees, servants, affiliates, agents, contractors, licensees, invitees and vendors arising out of or in connection with the performance by Grantor of its obligations under this Agreement; and (ii) any claims, liabilities or damages arising out of any violation by Grantor of any regulation, rule, statute or court order of any Governmental Authority in connection with the performance by Grantor of its obligations under this Agreement.

16.02    Subject to the provisions of Article 17, Grantee hereby agrees to indemnify, defend, protect and hold harmless Grantor, and its employees, officers and directors, from and against, and assumes liability for: (i) any injury, loss or damage to any Person, tangible property or facilities of any Person (including reasonable attorney fees and costs) to the extent arising out of or resulting from the negligence or willful misconduct of Grantee, its officers, employees, servants, affiliates, agents, contractors, licensees, invitees and vendors arising out of or in connection with the exercise by Grantee of its rights under this Agreement; and (ii) any claims, liabilities or damages arising out of any violation by Grantee of any regulation, rule, statute or

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court order of any Governmental Authority in connection with the exercise by Grantee of its rights under this Agreement.

16.03    Grantor and Grantee agree to promptly provide each other with notice of any claim which may result in an indemnification obligation hereunder. The indemnifying party may defend such claim with counsel of its own choosing provided that no settlement or compromise of any such claim shall occur without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed.

16.04    Grantor and Grantee each expressly recognize and agree that its obligation to indemnify, defend, protect and save the other harmless is not a material obligation to the continuing performance of its other obligations, if any, hereunder. In the event that a party shall fail for any reason to so indemnify, defend, protect and save the other harmless, the injured party hereby expressly recognizes that its sole remedy in such event shall be the right to bring legal proceedings against the other party for its damages as a result of the other party’s said failure to indemnify, defend, protect and save harmless. These obligations shall survive the expiration or termination of this Agreement.

16.05    Notwithstanding the foregoing provisions of this Article 16, to the extent Grantor is required under the terms and provisions of any Required Right to indemnify the grantor or provider thereof from and against any and all claims, suits, judgments, liabilities, losses and expenses arising out of service interruption, cessation, unreliability of or damage to the Grantor System, regardless of whether such claims, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, willful misconduct or other action or inaction of such grantor or provider and its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Required Right, Grantee hereby releases such grantor or provider from, and hereby waives, all claims, suits, judgments, liabilities, losses and expenses arising out of service interruption, cessation, unreliability of or damage to the Grantor System regardless of whether such claims, suits, judgments, liabilities, losses or expenses arise from the sole or partial negligence, willful misconduct or other action or inaction, of such grantor or provider or its employees, servants, agents, contractors, subcontractors or other Persons using the property covered by such Required Right; provided however that this release shall not apply to bar any claim by Grantee against Grantor for indemnification under Section 16.01 hereof.

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ARTICLE 17.

LIMITATION OF LIABILITY

Notwithstanding any provision of this Agreement to the contrary, neither party shall be liable to the other party for any special, incidental, indirect, punitive or consequential damages, whether foreseeable or not, arising out of, or in connection with such party’s failure to perform its respective obligations hereunder, including, but not limited to, loss of profits or revenue (whether arising out of transmission interruptions or problems, any interruption or degradation of service or otherwise), or claims of customers, whether occasioned by any construction, reconstruction, relocation, repair or maintenance performed by, or failed to be performed by, the other party or any other cause whatsoever, including breach of contract, breach of warranty, negligence, or strict liability, all claims for which damages are hereby specifically waived. Except as set forth in Section 16.05, nothing contained herein shall operate as a limitation on the right of either party hereto to bring an action for damages against any third party, including claims for indirect, special or consequential damages, based on any acts or omissions of such third party.

ARTICLE 18.

INSURANCE

18.01    During the term of this Agreement, each party shall obtain and maintain the following insurance: (i) Commercial General Liability including coverage for (a) premises/operations, (b) independent contractors, (c) products/completed operations, (d) personal and advertising injury, (e) contractual liability, and (f) explosion, collapse and underground hazards, with combined single limit of not less than $[***] each occurrence or its equivalent; (ii) Worker’s Compensation in amounts required by applicable law and Employer’s Liability with a limit of at least $[***] each accident; (iii) Automobile Liability including coverage for owned/leased, non-owned or hired automobiles with combined single limit of not less than $[***] each accident; and (iv) any other insurance coverages required under or pursuant to the Required Rights.

18.02    During the term of this Agreement: (i) Grantee shall obtain and maintain “all risk” property insurance in an amount equal to the replacement cost of all electronic, optronic and other equipment utilized by Grantee in connection with the Grantee Fibers, and (ii) Grantor shall obtain and maintain “all risk” property insurance in an amount equal to the replacement cost of the Regeneration Facilities and Opamp Facilities.

18.03    Both parties expressly acknowledge that a party shall be deemed to be in compliance with the provisions of this Article if it maintains an approved self-insurance program providing for a retention of up to $[***]. If either party provides any of the foregoing coverages on a claims made basis, such policy or policies shall be for at least a three (3) year extended reporting or discovery period.

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18.04    Unless otherwise agreed, all insurance policies shall be obtained and maintained with companies rated A or better by Best’s Key Rating Guide and each party shall, upon request, provide the other party with an insurance certificate confirming compliance with the requirements of this Article 18.

18.05    Grantee and Grantor shall each obtain from the insurance companies providing the coverages required by this Agreement, the permission of such insurers to allow such party to waive all rights of subrogation and such party does hereby waive all rights of said insurance companies to subrogation against the other party, its affiliates, subsidiaries, assignees, officers, directors and employees. To the extent of each party’s respective indemnification obligation, each party shall name the other party as an additional insured on their respective Commercial General Liability and Automobile Liability policies.

18.06    In the event either party fails to maintain the required insurance coverages and a claim is made or suffered, such party shall indemnify and hold harmless the other party from any and all claims for which the required insurance would have provided coverage.

18.07    Until the Effective Date for a Segment, Grantor shall bear all risk of loss of and damage or destruction to the Grantor System within such Segment. Commencing as of the Effective Date, any loss, damage or destruction of or to the Grantor System not otherwise required to be insured hereunder shall be treated for all purposes as Unscheduled Maintenance (as defined in Exhibit “I”).

ARTICLE 19.

FORCE MAJEURE

Except as may be otherwise specifically provided in this Agreement, neither party shall be in default under this Agreement if and to the extent that any failure or delay in such party’s performance of one or more of its obligations hereunder is caused by any of the following conditions, and such party’s performance of such obligation or obligations shall be excused and extended for and during the period of any such delay: act of God; fire; flood; fiber or cable shortages not resulting from a party’s failure to place timely orders therefor; government codes, ordinances, laws, rules, regulations or restrictions; war or civil disorder; failure of a third party to recognize a Required Right; any other cause beyond the reasonable control of such party and, in the case of Grantor, a Grantee Delay Event (each a “Force Majeure Event”). The party claiming relief under this Article shall notify the other in writing of the existence of the event relied on and the cessation or termination of said event.

ARTICLE 20.

DEFAULT

20.01    If (i) Grantee makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief;

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(ii) an involuntary petition in bankruptcy, other insolvency protection against Grantee as filed and not dismissed with 120 days; or (iii) Grantee fails to observe and perform the terms and provisions of this Agreement and such failure continues for a period of thirty (30) days after written notice from Grantor (or to such failure as not susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion), then Grantor may (A) terminate this Agreement and the Term with respect to the affected Segments, in which event Grantor shall have no further duties or obligations hereunder with respect to the terminated Segments, and (B) subject to Article 17, pursue any legal remedies it may have under applicable law or principles of equity relating to such default, including an action for damages, specific performance and/or injunctive relief.

20.02    If (i) Grantor makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief; (ii) an involuntary petition in bankruptcy, other insolvency protection against Grantor as filed and not dismissed with 120 days; (iii) Grantor fails to observe and perform the terms and provisions of this Agreement and such failure continues for a period of thirty (30) days after written notice from Grantee (or to such failure as not susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to completion), then Grantee may, subject to Section 20.03 below, (A) terminate this Agreement and the Term with respect to any affected Segments, in which event Grantee shall have no further duties or obligations hereunder with respect to the terminated Segments, and (B) subject to Article 17, pursue any legal remedies it may have under applicable law or principles of equity relating to such default, including an action for damages, specific performance and/or injunctive relief.

20.03    Notwithstanding anything contained in this Agreement to the contrary, Grantee’s sole and exclusive remedy with respect to each Segment for any failure of Grantor to deliver the Grantee Fibers within such Segment within six (6) months after the Completion Date (other than as caused by Force Majeure Events) for such Segment and otherwise in accordance with this Agreement shall be to terminate this Agreement with respect to such Segment by delivery of written notice to Grantor (which notice must be delivered prior to the date on which such Segment is completed by Grantor), in which event Grantor shall refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to such Segment, together with interest thereon at the Prime Rate plus two percent (2%) plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such Segment (i.e., one-twentieth of the total IRU Contribution for the undelivered Segment). In the event Grantor shall have failed to deliver the Grantee Fibers in any Segment, within eighteen (18) months after the Completion Date and otherwise in accordance with this Agreement, then either party may terminate this Agreement with respect to such Segment and Grantor shall, upon such termination, refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to such Segment, together with interest thereon at the Prime Rate plus two percent (2%), plus liquidated damages equal to a prorated amount of one year of the total IRU

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Contribution for such Segment (i.e., one-twentieth of the total IRU Contribution for the undelivered Segment).

ARTICLE 21.

ASSIGNMENT

21.01    Neither party shall assign, encumber or otherwise transfer this Agreement to any other Person without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, each party shall have the right, without the other party’s consent, but with prior written notice to the other party, to assign or otherwise transfer this Agreement (i) as collateral to any institutional lender of such party subject to the prior rights and obligations of the parties hereunder; and (ii) to any Affiliate of such party, or to any entity into which such party may be merged or consolidated or which purchases all or substantially all of the assets of such party; provided that such party shall not be released from its obligations hereunder. Any assignee or transferee shall continue to be subject to all of the provisions of this Agreement, (except that any lender referred to in clause (i) above shall not incur any obligations under this Agreement nor shall it be restricted from exercising any right of enforcement or foreclosure with respect to any related security interest or lien, so long as the purchaser in foreclosure is subject to the provisions of this Agreement). Grantor may partially assign that portion of this Agreement which relates to the Grantor System located in Canada to an Affiliate operating in Canada without prior written notice to, or consent of, Grantee.

21.02    Any and all increased Required Right Payments and any other additional fees, charges, costs or expenses which result under the Required Rights or otherwise as a result of any permitted assignment or transfer of this Agreement by a party shall be paid by such party.

21.03    This Agreement and each of the parties’ respective rights and obligations under this Agreement, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns.

21.04    Nothing contained in this Article 21 shall be deemed or construed to prohibit Grantor from selling, transferring, leasing, licensing, granting indefeasible rights of use or entering into similar agreements or arrangements with other Persons respecting any fibers and conduit constituting a part of the Grantor System.

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ARTICLE 22.

REPRESENTATIONS AND WARRANTIES

22.01    Each party represents and warrants that: (i) it has the full right and authority to enter into, execute and deliver this Agreement; (ii) it has taken all requisite corporate action to approve the execution, delivery and performance of this Agreement; (iii) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, creditors’ rights and general equitable principles; and (iv) its execution of and performance under this Agreement shall not violate any applicable existing regulations, rules, statutes or court orders of any local, state or federal government agency, court or body.

22.02    Grantor represents and warrants that the Segments of the Grantor System that it will construct pursuant hereto will be designed, engineered, installed, and constructed in accordance with the terms and provisions of this Agreement, any and all applicable building, construction and safety codes, as well as any and all other applicable governmental laws, codes, ordinances, statutes and regulations; provided Grantee’s sole rights and remedies with respect to any breach of such representation shall be (i) to inspect the construction, installation and splicing of the Grantee Fibers incorporated in each Segment and to participate in the Acceptance Testing, during the course and at the time of the relevant construction, installation and testing periods for each Segment, as provided herein; (ii) if, during the course of such construction, installation and testing any deviation from the specifications set forth in Exhibits “C”, “F”, “G” or “H” is discovered which Grantee reasonably determines is likely to materially adversely affect the operation or performance of the Grantee Fibers, the construction or installation of the affected portion of the Segment shall be repaired to such specification by Grantor at Grantor’s sole cost and expense; and (iii) if, at any time prior to the date that is twelve (12) months after the Acceptance Date, Grantee shall notify Grantor in writing of its discovery of a deviation from the specifications set forth in Exhibits “C”, “F”, “G” or “H” which Grantee reasonably determines is likely to materially adversely affect the operation or performance of the Grantee Fibers, with respect to any Segment (which notice shall be given within thirty (30) days of such discovery) the construction or installation of the affected portion of such Segment shall be repaired to such specification by Grantor at Grantor’s sole cost and expense.

22.03    EXCEPT AS SET FORTH IN THE FOREGOING SECTIONS 22.01 AND 22.02, GRANTOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE GRANTEE FIBERS OR THE GRANTOR SYSTEM, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

22.04    Grantee acknowledges and agrees that Grantee’s sole rights and remedies with respect to any defect in or failure of the Grantee Fibers to perform in accordance with the applicable vendor’s or manufacturer’s specifications with respect to the Grantee Fibers shall be limited to the particular vendor’s or manufacturer’s warranty and such warranties, if any, with respect to the

22

Grantee Fibers shall be assigned to Grantee upon its request. In the event any maintenance or repairs to the Grantor System are required as a result of a breach of any warranty made by any manufacturers, contractors or vendors, unless Grantee shall elect to pursue such remedies itself, Grantor shall pursue all remedies against such manufacturers, contractors or vendors on behalf of Grantee, and Grantor shall reimburse Grantee’s costs for any maintenance Grantee has incurred as a result of any such breach of warranty to the extent the manufacturer, contractor or vendor pays such costs.

ARTICLE 23.

CONFIDENTIALITY

23.01    Grantor and Grantee hereby agree that if either party provides confidential or proprietary information to the other party (“Proprietary Information”), such Proprietary Information shall be held in confidence, and the receiving party shall afford such Proprietary Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall be not less than reasonable care) in order to avoid disclosure to or unauthorized use by any third party. The parties acknowledge and agree that all information disclosed by either party to the other in connection with or pursuant to this Agreement shall be deemed to be Proprietary Information, provided that written information is clearly marked in a conspicuous place as being confidential or proprietary and verbal information is indicated as being confidential or proprietary when given and promptly confirmed in writing as such thereafter. All Proprietary Information, unless otherwise specified in writing, shall remain the property of the disclosing party, shall be used by the receiving party only for the intended purpose, and such written Proprietary Information, including all copies thereof, shall be returned to the disclosing party or destroyed after the receiving party’s need for it has expired or upon the request of the disclosing party. Proprietary Information shall not be reproduced except to the extent necessary to accomplish the purpose and intent of this Agreement, or as otherwise may be permitted in writing by the disclosing party.

23.02    The foregoing provisions of Section 23.01 shall not apply to any Proprietary Information which (i) becomes publicly available other than through the disclosing party; (ii) is required to be disclosed by a governmental or judicial law, order, rule or regulation (provided that the disclosing party is, to the extent possible, given sufficient notice as to be able to seek a protective order or otherwise limit the Proprietary Information disclosed); (iii) is independently developed by the receiving party; or (iv) becomes available to the receiving party without restriction from a third party who is not under a similar obligation of confidentiality.

23.03    Notwithstanding Sections 23.01 and 23.02 either party may disclose Proprietary Information to its employees, agents, and legal and financial advisors and providers to the extent necessary or appropriate in connection with the negotiation and/or performance of this Agreement or in obtaining financing, provided that each such party is notified of the confidential and proprietary nature of such Proprietary Information and is subject to or agrees to be bound by similar restrictions on its use and disclosure.

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23.04    Neither party shall issue any public announcement or press release relating to the execution of this Agreement without the prior approval of the other party, which approval shall not be unreasonably withheld.

23.05    In this event either party shall be required to disclose all or any part of this Agreement in, or attach all or any part of this Agreement to, any regulatory filing or statement, each party agrees to discuss and work cooperatively, in good faith, with the other party, to protect, to the extent possible, those items or matters which the other party deems confidential and which may, in accordance with applicable laws, be deleted therefrom. The party so disclosing shall notify the other party, as soon as possible after such party learns of the need for disclosure, of the nature of the disclosure and any steps that are reasonably available to protect the confidentiality of this Agreement, and shall thereafter take all reasonable and necessary steps to protect the confidentiality of this Agreement.

23.06    The provisions of this Article 23 shall survive expiration or termination of this Agreement.

ARTICLE 24.

DISPUTE RESOLUTION

If the parties are unable to resolve any dispute arising under or relating to this Agreement, the parties shall resolve such disagreement or dispute as follows:

(i)    Either party may refer the matter to a management-level representative of the parties by written notice to the other party (the “Dispute Notice”). Within fifteen (15) days after delivery of the Dispute Notice such representatives of both parties shall meet at a mutually acceptable time and place to exchange all relevant information in an attempt to resolve the dispute.

(ii)    If the matter has not been resolved within thirty (30) days after delivery of the Dispute Notice, or if such officers fail to meet within fifteen (15) days after delivery of such Dispute Notice, either party may initiate mediation in accordance with the procedures set forth in (iii) below. All negotiations conducted by such officers shall be confidential and shall be treated as compromise and settlement negotiations for purposes of federal and state rules of evidence.

(iii)    If such representatives are unable to resolve the dispute or have failed to meet, the parties may initiate legal proceedings to resolve their dispute.

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ARTICLE 25.

NOTICE

All notices or other communications which are required or permitted herein shall be in writing and sufficient if delivered personally, sent by prepaid overnight air courier, or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

IF TO GRANTOR (prior to July 1, 1999):
	Level 3 Communications, LLC 1450 Infinite Drive Louisville, CO 80027 Attn: VP, Network Planning and Development
	with copies to:
	Level 3 Communications, LLC 1450 Infinite Drive Louisville, CO 80027 Attn: VP, Network Operation
	Level 3 Communications, LLC 1450 Infinite Drive Louisville, CO 80027 Attn: General Counsel
IF TO GRANTOR (after July 1, 1999):
	Level 3 Communications, LLC 1025 Eldorado Blvd. Broomfield, CO 80021 Attn: VP, Network Planning and Development
	with copies to:
	Level 3 Communications, LLC 1025 Eldorado Blvd. Broomfield, CO 80021 Attn: VP, Network Operation
	Level 3 Communications, LLC 1025 Eldorado Blvd. Broomfield, CO 80021 Attn: General Counsel

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IF TO GRANTEE:	Cable & Wireless USA, Inc. 8219 Leesburg Pike Vienna, VA 22182 Attn: Director, Transmission Systems Planning
with a copy to:	Cable & Wireless USA, Inc. 8219 Leesburg Pike Vienna, VA 22182 Attn: General Counsel

or at such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such communication shall be deemed to have been given when delivered if delivered personally, on the business day after dispatch if sent by overnight air courier, or on the third business day after posting if sent by mail.

ARTICLE 26.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire and final agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits referred to herein are integral parts hereof and are hereby made a part of this Agreement. This Agreement may only be modified or supplemented by an instrument in writing executed by a duly authorized representative of each party.

ARTICLE 27.

RELATIONSHIP OF THE PARTIES

The relationship between Grantee and Grantor shall not be that of partners, agents, or joint venturers for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including but not limited to federal income tax purposes.

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ARTICLE 28.

COUNTERPARTS

This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By	/s/ Kevin O’Hara
	Kevin O’Hara, Chief Operating Officer

CABLE & WIRELESS USA, INC.
By	/s/ Dennis D. Matteucci
	Dennis D. Matteucci, Chief Executive Officer

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EXHIBIT “A”

Map of Grantor System

[***]

EXHIBIT “B”

[***]

[***]

EXHIBIT “C”

Regeneration Facilities and Opamp Facilities Specifications

The intent of this Exhibit is to delineate the general specifications for the Regeneration Facilities and Opamp Facilities forming a part of the Grantor System. Deviations from these specifications may occur in those instances where either (i) strict compliance is impractical due to physical (including environmental) conditions, right-of-way issues or code restrictions, or (ii) Grantor has acquired a portion of the Grantor System from a third party pursuant to Section 2.05 of the Agreement.

Grantor will use its commercially reasonable best efforts to comply to Bellcore NEBS (TR-NWT 000063) Generic Requirements.

Grantor will install modular, prefabricated structures approximately [***] kilometers apart, along the System Route, to house DC power plants and the telecom infrastructure for the installation and operation of regeneration electronic and optronic equipment for the Grantor System.

Grantee space will be separated by a wire mesh partition or Grantee’s space may be located in a secured cabinet. Access to the Grantee space will be via a joint or separate entrance into the facilities from the outside, which will be secured 24 hours per day. The total facility, in most cases, will be 12 feet in depth by approximately 36 feet in length.

The facilities will be equipped at a minimum with 200 amp 120/208 volt electrical services, which will be used by Grantor, Grantee and other users of the Grantor System.

The entire site, including the structure, will be secured within a chain link fenced area where permitted. The structures will be placed on a structural concrete slab with gravel surrounding the outer perimeter.

The following are the general specifications of the facilities and support equipment.

• Standard production, pre-manufactured, concrete reinforced buildings with rebar. All door frames are to be cast into the concrete panels for added security and to prevent water leakage around the frame.

• Facilities will be equipped with either [***].

• The facility sites will be equipped with [***].

• Fire extinguishers will be provided within the facilities.

• The facilities will have grounding system termination bars terminated to either the main electrical system ground and/or to a perimeter system ring (#2.0 bare copper) connected

1

(preferably cadweld) to driven ground rods (preferably 12 feet in length). In any event, the NEC 250 code shall be met.

• The facilities will be equipped with A/C duplex isolated outlets for test equipment and miscellaneous use and will be backed-up by the generator during power interruptions and outages. Such outlets will be placed every 6 feet around the perimeter walls.

• The facilities will have sufficient lighting on the interiors as well as the exteriors.

• Grantor will be responsible for installation of the overhead single tier 12” cable ladder rack and fiber guide systems in the Grantee space. Grantor will be responsible for the installation of Grantee’s equipment relay racks in Grantee’s space. The ladder rack will be used for DC power distribution signal cable distribution.

• Grantee will provide its own independent DC power plant within Grantee’s space for Grantee’s sole use, the exact size to be determined by Grantee subject to Grantor’s approval, which approval shall not be unreasonably withheld. Grantor shall have the right to approve the power plant make and model to ensure a clean connection to the Grantor’s electrical system. Grantee’s power plant may not induce [***]. Grantee may elect to use the same power system as Grantor, and also request that Grantor install Grantee’s power system (for such additional payments as may be agreed between the parties). [***].

• The fiber cable through the facility will enter and exit within the Grantor space. Fiber will be brought over to the Grantee space via a fiber guide using a tie cable.

• All entry and exits and environmental systems, including smoke detection, will be monitored remotely on a 24 hour basis.

Grantee will monitor its own power plant and regeneration equipment. Grantee may elect to have Grantor monitor and report all alarms to Grantee.

Grantee Space Requirements:

Grantee shall have the right to use space for the placement of electronic and optronic equipment necessary to operate the Grantee Fibers in the Regeneration Facilities and Opamp Facilities. The precise number and configuration of the Regeneration Facilities and Opamp Facilities shall be mutually determined by the parties no later than thirty (30) days following execution hereof. Grantee shall be permitted to use and occupy approximately [***] square feet in each Regeneration Facility and approximately [***] square feet in each Opamp Facility. Grantor has provided Grantee with its standard build-out specifications for such facilities; in the event that Grantee desires that any facility be completed in a fashion that materially differs from such standard specifications, then the parties shall agree on an equitable adjustment to the IRU Contribution set forth below. The IRU Contribution for each such facility shall be $[***] per square foot, which IRU Contribution shall be due and payable at the same times and in accordance with the same procedures as set forth in Exhibit “E” to the Agreement.

2

Grantee Power Requirements and Charges

Grantee shall be charged, on a monthly basis, the following amounts for delivery of power to each Opamp Facility and Regeneration Facility:

$[***] per month per Amp for AC 110 power, [***]

$[***] per month per Amp DC, [***].

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EXHIBIT “D”

[***]

Segment

[***] [Two pages omitted.]

EXHIBIT “E”

IRU Contribution

The IRU Contribution for the use of the Grantee Fibers shall be equal to the sum of $[***], which IRU Contribution shall be allocated among the Segments as follows:

[***] [Two pages omitted.]

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Additional IRU Contributions shall be due and payable with respect to the use of Regeneration Facilities and Opamp Facilities as set forth in Exhibit C.

The allocated IRU Contribution for each Segment and the IRU Contribution for the Grantor Node Facilities and Opamp Facilities shall be payable by Grantee as follows:

• [***]

• [***]

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EXHIBIT “F”

Construction Specifications

1. The intent of this Exhibit is to delineate the general specifications and standards for construction of the Grantor System. In the event any federal, state, local or private agency having jurisdiction shall impose higher standards, Grantor will comply and conform with such higher standards. Grantor may deviate from the specifications and standards described below in those instances where either (i) strict compliance is impractical due to physical (including environmental) conditions, right-of-way issues or code restrictions, or (ii) it has acquired a portion of the ROW from a third party.

2. Material

• Steel casings shall be minimum 35,000 PSI.

• Any exposed steel conduit, brackets or hardware (i.e., bridge attachments) shall be galvanized.

• Hand holes shall have a minimum 20,000 pound loading rating with 6 to 12 inches of cover.

• Manholes shall have a minimum H-20 loading rating.

• Fiber optic cable shall be single armored.

• HDPE SDR 11 conduits shall be used for plowing and HDPE SDR 9 conduits shall be installed in rock areas.

3. Minimum Depths

• Minimum cover required in the placement of conduit shall be 42 inches, except in the following instances:

• The minimum cover in borrow ditches adjacent to roads, highways, railroads, and interstate shall be 48 inches below the clean-out line or existing grade, whichever is greater.

• The minimum cover across streams, river washes and other waterways shall be 48 inches below the clean-out line or existing grade, whichever is greater.

• At locations where conduit crosses other subsurface utilities or other structures, the conduit shall be installed to provide a minimum of 12 inches of vertical clearance; otherwise the conduit will be installed under the existing utility or other structure.

• In rock, the conduit shall be placed to provide a minimum of 8 inches below the surface of the solid rock with a steel or concrete cap, or 18 inches below the surface of the rock or provide a minimum of 42 inches of total cover, whichever requires the least rock excavation. HDPE conduit will be back-filled with 2 inches of select materials (bedding) and 4 inches of select cover in rock areas.

• In the case of the use/conversion of existing steel pipelines or salvaged conduit systems, the existing depths shall be considered adequate.

4. Buried Cable Warning Tape

All conduit will be installed with buried cable warning tape except where existing

1

steel pipelines or salvaged conduit systems are used. The warning tape shall generally be placed at a depth of 12 inches below grade and directly above the conduit.

5. Conduit Construction

• Conduits may be placed by means of trenching, plowing, jack and bore, or directional bore. Conduit will generally be placed on a level grade parallel to the surface, with only gradual changes in grade elevation.

• Steel conduit will be joined with threaded collars, Zap-Lok or welding.

• Railroad crossings will be encased in steel conduit where required.

• All underground crossings of major streams, rivers, bays and navigable waterways will be placed in either HDPE or steel conduit at a minimum depth of 20 feet below the bottom of the waterway.

• All conduits placed on DOT bridges will be bullet-proof fiberglass where allowed by the authority and all other bridges galvanized steel conduit shall be installed.

• All conduits placed on bridges shall have expansion joint placed at each structural (bridge) expansion joint or at least every 100 feet, whichever is the shorter distance.

6. Innerduct Installation

• HDPE innerducts, where utilized, shall be 1-1/4 inches.

• HDPE innerduct(s), where utilized, shall be encased by a HDPE or steel conduit

• HDPE innerduct(s) shall extend beyond the end of all conduits a minimum of 18 inches.

7. Cable Installation

• The fiber optic cable shall be installed using a powered pulling winch and hydraulic powered assist pulling wheels. The maximum pulling force to be applied to the fiber optic cable shall be 600 pounds.

• Bends of small radii (less then 20 times the outside diameter of the cable) and twists that may damage the cable shall be avoided during cable placement.

• The cable shall be lubricated and placed in accordance with the cable manufacturer specifications.

• A pulling swivel break-away rated at 600 pounds shall be used at all times.

• All splices will be contained in a hand hole or manhole.

• A minimum of 13 feet of slack cable will be left in all intermediate hand holes or manholes.

• A minimum of 50 feet of slack cable from each cable end will be left in all splice locations.

• A minimum of 100 feet of slack cable will be left in all Regeneration and ILA Facilities.

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8. Manholes and Hand holes

• Hand holes and Manholes placed in traveled surface streets be HS-20 loading rated and shall have locking lids.

• Hand holes shall be placed in all other areas and be installed with a minimum of 6 inches of soil covering the lid.

9. Cable Markers (Warning Signs)

Cable markers (with the same information as buried cable warning tape) shall be installed at all changes in cable running line directions, waterways, subsurface utilities, hand holes and at both sides of street, highway, bridge or railroad crossings. At no time shall any markers be spaced more than 1000 feet apart. Markers shall be positioned so that they can be seen from the location of the cable and generally set facing perpendicular to the cable running line.

10. Compliance

All work will be done in strict accordance with federal, state, local and applicable private rules and laws regarding safety and environmental issues, including those set forth by OSHA and the EPA. In addition, all work and the resulting fiber system will comply with the current requirements of all governing entities (FCC, NEC, DEC, and other national, state, and local codes).

11. As Built Drawings

• As-built drawings will contain a minimum of the following:

• Information showing the location of running line, relative to permanent land marks, including but not limited to, railroad mileposts, boundary crossings and utility crossings.

• Manhole and hand hole locations

• Conduit information (type, length, expansion joints, etc.)

• Notation of all deviations from specifications (depth, etc.)

• ROW detail (type, centerline distances, boundaries, waterways, road crossings, known utilities and obstacles)

• Cable marker locations and stationing

• Regeneration and Optical Amplifier Facility locations and floor plans

• Drawings will be updated with actual field data during and after construction.

• Metro area scale shall not exceed 1 inch = 200 feet

• Rural area scale shall not exceed 1 inch = 500 feet

• As-built will be provided within 90 days after the Acceptance Date, in both hard copy and electronic format. Updates to the as-built will be provided within 60 days of completion of change

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EXHIBIT “G”

Fiber and Conduit Specifications

The intent of this Exhibit is to delineate the manufacturer specifications for the Grantee Fibers and the conduit housing the Cable. Deviations from these specifications may occur if Grantor acquires a portion of the Grantor System from a third party pursuant to Section 2.05 of the Agreement.

Fiber

• [***]

• [***]

Conduit

• OSP Conduit SDR 11

• 1-1/4” (inside diameter)

• High density polyethylene (HDPE) duct

• Tensile yield 3200 psi

• Flexural modulus 110,000 psi

• Smoothwall inside & outer

• Empty (no rope or tape)

• Unlubricated

EXHIBIT “H”

Acceptance Testing Procedures and Standards

All splices will be performed with an industry accepted fusion splicing machine. Grantor will perform two stages of testing during the construction of a new fiber cable route. Initially, Optical Time Domain Reflectometer (“OTDR”) tests will be taken from one direction. As soon as fiber connectivity has been achieved to both Regeneration/Opamp Facilities, Grantor will verify and record the continuity of all fibers. Grantor will take and record power level readings on all fibers in both directions. Grantor will bi-directional OTDR test all fibers.

During the initial construction, it is only possible to measure the fiber from one direction. Because of this, splices will be qualified during initial construction with an OTDR from only one direction. The profile alignment system or light injection detection system on the fusion splicer may be used to qualify splices as long as a close correlation to OTDR date is established. The pigtails will also be qualified at this stage using an OTDR and a minimum 1 km launch reel. All measurements at this stage in construction will be taken at 1550 nm and/or at 1625 nm when and if OTDRs are available from test equipment vendors, and Grantor has initiated such testing as part of its standard testing procedures.

After Grantor has completed end-to-end connectivity on the fibers, bi-directional span testing will done. These measurements must be made after the splice manhole or handhole is closed in order to check for macro-bending problems. Continuity tests will be done to verify that no fibers have been “frogged” or crossed in any of the splice points. Once the pigtails have been spliced, loss measurements will be recorded using an industry-accepted laser source and a power meter. OTDR traces will be taken and splice loss measurements will be recorded. Grantor will store OTDR traces on diskette and on data sheets. Laser Precision format will be used on all traces. Copies of all data sheets and tables, and one set of diskettes with all traces will be available to Grantee.

The power loss measurements shall be made at 1550 nm, and performed bi-directionally.

OTDR traces shall be taken in both directions at 1550 nm.

The splicing standards are as follows:

• The loss value of the pigtail connector and its associated splice will not exceed 0.50 dB. This value does not include the insertion loss from its connection to the FDP. For values greater than this, the splice will be broken and respliced until an acceptable loss value is achieved. If, after three attempts is not able to produce a loss value less than 0.50 dB, the splice will be marked as Out-of-Spec (“OOS”) on the data sheet. Each splicing attempt shall be documented on the data sheet.

• During installation, the objective for each splice is a loss of 0.15 dB or less. If, after three attempts, Grantor is not able to produce a loss value of less than 0.15 dB, then 0.25 dB will be acceptable. If, after two additional attempts, a value of less than 0.25 dB is not achievable, then the splice will be marked as OOS on the data sheet. Each splicing attempt shall be documented on the data sheet.

• During end-to-end testing of a span (a span shall be FDP to FDP), the objective for each splice is a bi-directional average loss of 0.15 dB or less.

• The typical budget for each fiber span shall be calculated using the following assumptions: average bi-directional loss of 0.10 dB or less for each splice, average bi-directional loss of

1

0.50 dB or less per pigtail connector (including loss at the bulkhead associated with fiber distribution panels) and its associated splice plus 0.22 dB / km @1550 nm or 0.25 dB / km @ 1625 nm for fiber attenuation. For example, if a given span is 100 km, has 10 splices and 2 pigtail terminations, each flow @ 1550 nm shall have total bi-directional loss of 21 dB or less ((10 splices x 0.10 dB) + (2 terminations x 0.50 dB) + (100 km x 0.22 dB / km) = 23 dB). Each individual splice may have a bi-directional loss of 0.15 dB or less, but the average bi-directional splice loss across the span must be 0.10 dB or less.

• The entire fiber optic cable system shall be properly protected from foreign voltage and grounded with an industry-accepted system.

• The fibers shall be terminated to the FDP with Ultra SC-PC connectors (typical return loss of 0.50 dB), unless another type of connector is specified. Pigtails shall be manufactured with standard single mode fiber or equivalent.

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EXHIBIT “I”

Maintenance Requirements and Procedures

Maintenance

Scheduled Maintenance. Routine maintenance and repair of the Grantor System described in this section (“Scheduled Maintenance”) shall be performed by or under the direction of Grantor, at Grantor’s reasonable discretion. Scheduled Maintenance shall commence with respect to each Segment upon the Effective Date. Scheduled Maintenance shall only include the following activities:

• patrol of Grantor System route on a regularly scheduled basis, which will not be less than monthly, unless hi-rail access is necessary, in which case, it will be quarterly;

• maintenance of a “Call-Before-You-Dig” program and all required and related cable locates;

• maintenance of sign posts along the Grantor System right-of-way with the number of the local “Call-Before-You-Dig” organization and the “800” number for Grantor’s “Call-Before-You-Dig” program; and

• assignment of fiber maintenance technicians to locations along the route of the Grantor System initially at approximately 110 mile intervals dependent upon terrain and accessibility, and subject to subsequent modification in Grantor’s reasonable discretion.

Unscheduled Maintenance. Non-routine maintenance and repair of the Grantor System which is not included as Scheduled Maintenance (“Unscheduled Maintenance”), shall be performed by or under the direction of Grantor. Unscheduled Maintenance shall commence with respect to each Segment upon the Effective Date. Unscheduled Maintenance shall consist of:

• “Emergency Unscheduled Maintenance” in response to an alarm identification by Grantor’s Operations Center, notification by Grantee or notification by any third party of any failure, interruption or impairment in the operation of the Grantor System, or any event imminently likely to cause the failure, interruption or impairment in the operation of the Grantor System.

• “Non-Emergency Unscheduled Maintenance” in response to any potential service-affecting situation to prevent any failure, interruption or impairment in the operation of the Grantor System not covered by Scheduled Maintenance. Grantee shall immediately report the need for Unscheduled Maintenance to Grantor in accordance with reasonable procedures promulgated by Grantor from time to time. Grantor will log the time of Grantee’s report, verify the problem and dispatch personnel immediately to take corrective action.

Operations Center

Grantor shall operate and maintain an Operations Center (“OC”) staffed twenty-four (24) hours a day, seven (7) days a week by trained and qualified personnel. Grantor’s maintenance employees shall be available for dispatch twenty-four (24) hours a day, seven (7) days a week. Grantor shall have its first maintenance employee at the site requiring Emergency Unscheduled Maintenance activity within two (2) hours after the time Grantor becomes aware of an event requiring Emergency Unscheduled Maintenance, unless delayed by circumstances beyond the reasonable control of Grantor. Grantor shall maintain a toll-free telephone number to contact personnel at the OC. Grantor’s OC personnel shall dispatch maintenance and repair personnel

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along the system to handle and repair problems detected in the Grantor System: (i) through the Grantee’s remote surveillance equipment and/or upon notification by Grantee to Grantor, or (ii) upon notification by a third party.

Cooperation and Coordination

• In performing its services hereunder, Grantor shall take workmanlike care to prevent impairment to the signal continuity and performance of the Grantor System. The precautions to be taken by Grantor shall include notifications to Grantee. In addition, Grantor shall reasonably cooperate with Grantee in sharing information and analyzing the disturbances regarding the cable and/or fibers. In the event that any Scheduled or Unscheduled Maintenance hereunder requires a traffic roll or reconfiguration involving cable, fiber, electronic equipment, or regeneration or other facilities of the Grantee, then Grantee shall, at Grantor’s reasonable request, make such personnel of Grantee available as may be necessary in order to accomplish such maintenance, which personnel shall coordinate and cooperate with Grantor in performing such maintenance as required of Grantor hereunder.

• Grantor shall notify Grantee at least fourteen (14) days prior to the date in connection with any Planned Service Work Period (“PSWP”) of any Scheduled Maintenance and as soon as possible after becoming aware of the need for Unscheduled Maintenance. Grantee shall have the right to be present during the performance of any Scheduled Maintenance or Unscheduled Maintenance so long as this requirement does not interfere with Grantor’s ability to perform its obligations under the Agreement. In the event that Scheduled Maintenance is canceled or delayed for whatever reason as previously notified, Grantor shall notify Grantee at Grantor’s earliest opportunity, and will comply with the provisions of the previous sentence to reschedule any delayed activity.

Facilities

• Grantor shall maintain the Grantor System in a manner which will permit Grantee’s use, in accordance with the terms and conditions of the Agreement.

• Grantee will be solely responsible for providing and paying for any and all maintenance of all electronic, optronic and other equipment, materials and facilities used by Grantee in connection with the operation of the Grantee Fibers, none of which is included in the maintenance services to be provided hereunder.

Cable/Fibers

• Grantor shall perform appropriate Scheduled Maintenance on the cables contained in the Grantor System in accordance with Grantor’s then current preventative maintenance procedures which shall not substantially deviate from standard industry practice.

• Grantor shall have qualified representatives on site any time Grantor has reasonable advance knowledge that another person or entity is engaging in construction activities or otherwise digging within five (5) feet of any cable.

• Grantor shall maintain sufficient capability to teleconference with Grantee during an Emergency Unscheduled Maintenance in order to provide regular communications during the repair process. When correcting or repairing cable discontinuity or damage, including but not limited to in the event of Emergency Unscheduled Maintenance, Grantor shall use

2

reasonable efforts to repair traffic-affecting discontinuity within four (4) hours after Grantor’s representatives arrival at the problem site. In order to accomplish such objective, it is acknowledged that the repairs so effected may be temporary in nature. In such event, within twenty-four (24) hours after completion of any such Emergency Unscheduled Maintenance, Grantor shall commence its planning for permanent repair, and thereafter promptly shall notify Grantee of such plans, and shall implement such permanent repair within an appropriate time thereafter. Restoration of open fibers on fiber strands not immediately required for service shall be completed on a mutually agreed-upon schedule. If the fiber is required for immediate service, the repair shall be scheduled for the next available PSWP.

• In performing repairs, Grantor shall comply with the splicing specifications as set forth in Exhibit “H”. Grantor shall provide to Grantee any modifications to these specifications as may be necessary or appropriate in any particular instance.

• Grantor’s representatives that are responsible for initial restoration of a cut cable shall carry on their vehicles the typically appropriate equipment that would enable a temporary splice, with the objective of restoring operating capability in as little time as possible. Grantor shall maintain and supply an inventory of spare cable in storage facilities supplied and maintained by Grantor at strategic locations to facilitate timely restoration.

Planned Service Work Period

Scheduled Maintenance which is reasonably expected to produce any signal discontinuity must be coordinated between the parties. Generally, this work should be scheduled after midnight and before 6:00 a.m. local time. Major system work, such as fiber rolls and hot cuts, will be scheduled for PSWP weekends. A calendar showing approved PSWP will be agreed upon in the last quarter of every year for the year to come. The intent is to avoid jeopardy work on the first and last weekends of the month and high-traffic holidays.

Restoration

• Grantor shall respond to any interruption of service or a failure of the Grantee Fibers to operate in accordance with the specifications set forth in Exhibit “H” (in any event, an “Outage”) as quickly as possible (allowing for delays caused by circumstances beyond the reasonable control of Grantor) in accordance with the procedures set forth herein.

• When restoring a cut cable in the Grantor System, the parties agree to work together to restore all traffic as quickly as possible. Grantor, promptly upon arriving on the site of the cut, shall determine the course of action to be taken to restore the cable and shall begin restoration efforts. Grantor shall splice fibers tube by tube or ribbon by ribbon or fiber bundle by fiber bundle, rotating between tubes or ribbons operated by the parties having an interest in the cable, including Grantee, Grantor and all future fiber users of the system (collectively, the “Interest Holders”), in accordance with the following described priority and rotation mechanics; provided that, lit fibers in all buffer tubes or ribbons or fiber bundles shall have priority over any dark fibers in order to allow transmission systems to come back on line; and provided further that, Grantor will continue such restoration efforts until all lit fibers in all buffer tubes or ribbons are spliced and all traffic restored. In general, priority among Interest Holders affected by a cut shall be determined on a rotating restoration-by-restoration and Segment-by-Segment basis, to provide fair and equitable restoration priority to all Interest Holders. Grantor will provide upon Segment completion a System-wide rotation mechanism on a Segment-by-Segment basis so that the initial rotation order of the

3

Interest Holders in each Segment is varied (from earlier to later in the order), such that as restorations occur, each Interest Holder has approximately equivalent rotation order positions across the Grantor System. Additional participants in the Grantor System that become Interest Holders after the date hereof shall be added to the restoration rotation mechanism.

• The goal of emergency restoration splicing shall be to restore service as quickly as possible. This may require the use of some type of mechanical splice, such as the “3M FiberLock” to complete the temporary restoration. Permanent restorations will take place as soon as possible after the temporary splice is complete.

Subcontracting

Grantor may subcontract any of the maintenance services hereunder; provided that Grantor shall require the subcontractor(s) to perform in accordance with the requirements and procedures set forth herein. The use of any such subcontractor shall not relieve Grantor of any of its obligations hereunder.

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EXHIBIT “J”

Completion Dates

[***]	Completion Date
[***]	Jan-00
[***]
[***]
[***]	Jan-00
[***]	May-00
[***]
[***]	May-00
[***]
[***]	May-00
[***]	Aug-00
[***]
[***]
[***]
[***]
[***]	Aug-00
[***]
[***]
[***]	Aug-00
[***]
[***]	Nov-00
[***]
[***]
[***]
[***]
[***]
[***]	Nov-00
[***]
[***]
[***]	Dec-00
[***]
[***]	Dec-00
[***]

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[***]	Completion Date
[***]	Dec-00
[***]
[***]
[***]
[***]	Dec-00
[***]
[***]
[***]
[***]
[***]
[***]	Dec-00
[***]
[***]
[***]
[***]	Dec-00
[***]
[***]
[***]	Jan-01
[***]	Jan-01
[***]
[***]
[***]	Jan-01
[***]	Feb-01
[***]
[***]	Feb-01
[***]
[***]
[***]
[***]
[***]	Mar-01
[***]
[***]
[***]	Mar-01
[***]
[***]

The Completion Date shall be the last day of the month and year listed above.

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EXHIBIT “K”

Metropolitan Fiber Rings and Rates

Level 3 Metro Fiber Pricing		Price per Fiber per Mile	Price per Fiber per Mile	Price per Fiber per Mile
City/Loop	Miles	6 Fibers	7-12 Fibers	13-24 Fibers
[***] [Two pages omitted.]

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EX-10.8

Exhibit 10.8

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

FIRST AMENDMENT TO COST SHARING AND IRU

AGREEMENT

THIS FIRST AMENDMENT TO COST SHARING AND IRU AGREEMENT (“Amendment”) is made and entered into as of the 11^th day of August, 2000, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation (“Grantee”). This Amendment modifies and amends that certain Cost Sharing and IRU Agreement dated May 25, 1999 between Grantor and Grantee (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the IRU Agreement.

RECITALS

A.    Grantee desires to revise the terms and conditions of the Agreement in order to obtain an IRU in Metropolitan Fibers within and along Segments of the Grantor System.

B.    Grantor desires to revise the terms and conditions of the Agreement in order to convey to Grantee an IRU in the Metropolitan Fibers specified herein, subject to and in accordance with the terms and provisions set forth in this Amendment.

C.    Grantee desires to revise the terms and conditions of the Agreement in order to identify additional commercial buildings to which Grantor will construct and install entrances.

D.    Grantor desires to revise the terms and conditions of the Agreement in order to construct and install entrances to additional commercial buildings for Grantee.

TERMS OF AMENDMENT

Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

METROPOLITAN FIBERS

1.01    Section 3.02 of the Agreement shall be deleted and replaced as follows:

Grantee shall have the right to receive an IRU in Metropolitan Fibers as specifically identified below. No additional IRU Contribution shall be payable with respect to the Metropolitan Fibers provided that Grantee pays in full the IRU Contributions set forth in

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Exhibit “E” of the Agreement. In the event that Grantee fails to pay in full the IRU Contributions set forth in Exhibit “E” as required by the Agreement, then Grantor may (in addition to any other remedies under the Agreement) assess and collect the IRU Contribution that would have otherwise been due and payable with respect to the Metropolitan Fibers.

City	Network/Ring	[***]	Loop	[***]	Completion Date
[***]	[***]	[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	N/A	[***]
		[***]	Loop B1	[***]	15-Oct-00
		[***]	Loop A	[***]	31-Dec-00
		[***]	Loop B	[***]	14-Nov-00
[***]	[***]	[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A2	[***]	60 days after Execution of Amendment
		[***]	Loop A3	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	N/A	[***]
		[***]	Loop A1	[***]	60 days after Execution of Amendment
		[***]	Loop A1	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	Loop B2	[***]	60 days after Execution of Amendment
		[***]	Loop B1	[***]	60 days after Execution of Amendment
		[***]	Loop B2	[***]	60 days after Execution of Amendment
		[***]	Loop B3	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	Loop B	[***]	60 days after Execution of Amendment
		[***]	Loop B	[***]	60 days after Execution of Amendment
		[***]	Loop B	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	Loop B	[***]	60 days after Execution of Amendment
		[***]	Loop C	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A2	[***]	30-Sep-00
[***]	[***]	[***]	Loop B	[***]	60 days after Execution of Amendment
		[***]	Loop B	[***]	60 days after Execution of Amendment
		[***]	Loop C1	[***]	60 days after Execution of Amendment
[***]	[***]	[***]	Loop A	[***]	21-Jul-00
		[***]	Loop A	[***]	21-Jul-00
		[***]	Loop A	[***]	21-Jul-00
[***]	[***]	[***]	N/A	[***]
		[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop A	[***]	60 days after Execution of Amendment
		[***]	Loop B	[***]	30-Sep-00
[***]	[***]	[***]	Loop B	[***]	60 days after Execution of Amendment

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	[***]	Loop B	[***]	60 days after Execution of Amendment
[***]	[***]	Loop A1	[***]	60 days after Execution of Amendment
	[***]	Loop A1	[***]	60 days after Execution of Amendment
	[***]	Internodal	[***]	30-Sep-00
[***]	[***]	Loop A	[***]	60 days after Execution of Amendment
	[***]	Loop B	[***]	14-Dec-00
	[***]	Loop B	[***]	14-Dec-00
[***]	[***]	Loop C	[***]	60 days after Execution of Amendment
[***]	[***]	Loop B + D	[***]	(B) 14-Aug-00, (D) 60 days from Exec.

ARTICLE 2

ADDITIONAL COMMERCIAL BUILDINGS

2.01    Section 10.05 of the Agreement shall be amended, intended as supplementation and not as replacement, to include as the final sentences, the following:

In the event that Grantee requests that Grantor construct and install entrances to additional commercial buildings which are not on the list of buildings into which Grantor intends to construct facilities, then [***]. Grantor shall, upon request of Grantee prior to commencement of such work, provide Grantee with a good faith estimate of the Costs to be incurred in connection with the performance thereof.

2.02    Pursuant to Section 10.05, as amended above, Grantor will install and construct entrances to the additional commercial buildings and Grantee will be responsible for the Costs as described therein for the building addresses identified below:

City	Address	Completion Date
[***]	[***]	TBD
[***]	[***]	6-Jun-00 & 2-Oct-00
[***]	[***]	21-May-00 and 31-May-00
[***]	[***]	60 days after Amendment Execution
[***]	[***]	28-Jun-00 and 17-Jul-00
[***]	[***]	28-May-00 & 3-Jul-00
[***]	[***]	9-Aug-00
[***]	[***]	TBD
[***]	[***]	TBD
[***]	[***]	TBD
[***]	[***]	TBD
[***]	[***]	TBD
[***]	[***]	TBD

Completion Dates are as of 5-2-00 Status Report. Multiple dates for a city indicate the date for which an initial single route will be available and subsequently for diverse Routing. For cities list as TBD, Grantor will complete construction within 90 days of Grantee obtaining all Required Rights necessary for the completion of construction.

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2.03    Grantor will provide a scope of work for each of the additional commercial buildings for Grantee’s review and approval.

2.04    Grantor will use commercially reasonable efforts to deliver a Completion Notice for each additional commercial building entrance by the latter of the Completion Date or 90 days after Grantee has acquired all Required Rights for the completion of construction.

2.05    The Parties may add additional commercial buildings by letter agreement between the Parties, pursuant to Article 26 of the Agreement.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:	/s/ Jon Yount
Title:	Vice President
Date:	August 11, 2000

CABLE & WIRELESS USA, INC., a District of Columbia corporation
By:	/s/ W. Wesley Ford
Title:	Senior Director
Date:	August 11, 2000

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EX-10.9

Exhibit 10.9

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

SECOND AMENDMENT TO COST SHARING AND IRU

AGREEMENT

THIS SECOND AMENDMENT TO COST SHARING AND IRU AGREEMENT (“Amendment”) is made and entered into as of the 11th day of August 2000, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation (“Grantee”). This Amendment modifies and amends that certain Cost Sharing and IRU Agreement dated May 25, 1999 between Grantor and Grantee (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

RECITALS

A.    Grantor desires to revise the terms and conditions of the Agreement and related Exhibits in order to clarify the Segment descriptions, the associated IRU Contributions and related provisions.

B.    Grantee desires to revise the terms and conditions of the Agreement and related Exhibits in order to revise the conditions of Segment acceptance, subject to and in accordance with the terms and provisions set forth in this Amendment.

TERMS OF AMENDMENT

Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

CITY PAIR GROUPS/SEGMENTS

1.01    Exhibit “D” of the Agreement shall be deleted and replaced as follows:

EXHIBIT “D”

City Pair Groups/Segments

[***] [Two pages omitted.]

ARTICLE 2

IRU CONTRIBUTION

2.01    Exhibit “E” of the Agreement shall be deleted and replaced as follows:

EXHIBIT “E”

IRU Contribution

The IRU Contribution for the use of the Grantee Fibers shall be equal to the sum of $[***] which IRU Contribution shall be allocated among the City Pair Groups/Segments as follows:

City Pair Group — Segment	Allocated IRU Contribution
[***] [Three pages omitted.]

2

Additional IRU Contributions shall be due and payable with respect to the use of Regeneration and Opamp Facilities as set forth in Exhibit C. [***] Recurring Charges for Gateway Space and power shall be due and payable in accordance with the Colocation Agreement executed on [***].

The 1RU Contribution for the Grantor Node Facilities, Regeneration Facilities, Opamp Facilities and Gateway Space shall be payable, in full, on the Acceptance Date for such Segment.

The allocated IRU Contribution for each Segment shall be payable by Grantee as follows:

• 25% upon execution of the Agreement

• 25% upon the delivery of such Segment, provided that delivery of such Segment is not more than sixty (60) days prior to the Completion Date.

• 50% upon the latest Acceptance Date for a Segment within the City Pair Group.

3

ARTICLE 3

COMPLETION DATES

3.01    Exhibit “J” of the Agreement shall be deleted and replaced as follows:

[***] [Three pages omitted].

4

ARTICLE 4

DEFAULT

4.01    Section 20.03 of the Agreement shall be deleted and replaced as follows:

20.03  Notwithstanding anything contained in this Agreement to the contrary, Grantee’s sole and exclusive remedy with respect to each City Pair Group for any failure of Grantor to deliver the Grantee Fibers within such Segment within a City Pair Group within six (6) months after the Completion Date (other than as caused by Force Majeure Events) for such City Pair Group and otherwise in accordance with this Agreement shall be to terminate this Agreement with respect to such City Pair Group by delivery of written notice to Grantor (which notice must be delivered prior to the date on which such City Pair Group is completed by Grantor), in which event Grantor shall refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to such City Pair Group, together with interest thereon at the Prime Rate plus two percent (2%) plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such City Pair Group (i.e. one-twentieth of the total IRU Contribution for the undelivered City Pair Group). In the event Grantor shall have failed to deliver the Grantee Fibers in any Segment within a City Pair Group, within eighteen (18) months after the Completion Date and otherwise in accordance with this Agreement, then either party may terminate this Agreement with respect to such City Pair Group and Grantor shall, upon such termination, refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to such City Pair Group, together with interest thereon at the Prime Rate plus two percent (2%), plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such City Pair Group (i.e. one-twentieth of the total 1RU Contribution for the undelivered City Pair Group).

5

IN WITNESS WHEREOF, Grantor and Grantee have executed this Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:	/s/ Jon Yount
Title:	Vice President
Date:	8/11/00

CABLE & WIRELESS USA, INC., a District of Columbia corporation
By:	/s/ W. Wesley Ford
Title:	Sr. Director
Date:	8/11/00

6

EX-10.10

Exhibit 10.10

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

THIRD AMENDMENT TO COST SHARING AND IRU

AGREEMENT

THIS THIRD AMENDMENT TO COST SHARING AND IRU AGREEMENT (“Amendment”) is made and entered into as of the 22nd day of November, 2000, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation (“Grantee”). This Amendment modifies and amends that certain Cost Sharing and IRU Agreement dated May 25, 1999 between Grantor and Grantee (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

RECITALS

A.    Grantee desires to obtain an IRU in fibers within and along a new Segment and new Lateral Segments where the Grantor System is located.

B.    Grantor desires to convey to Grantee an IRU in the fibers specified herein, subject to and in accordance with the terms and conditions set forth in this Amendment and the Agreement.

TERMS OF AMENDMENT

Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

NEW SEGMENT

1.01    As of the Effective Date for the Segment identified in Exhibit “A” attached hereto Grantor shall convey to Grantee an indefeasible right of use (“IRU”) in, for any lawful purpose subject to the provisions of the Agreement, the number of fibers identified in Exhibit “A”. The fibers in and along the Segment identified in Exhibit “A” shall be considered Grantee Fibers under the Agreement.

1.02    Grantee shall pay to an initial IRU Contribution in the amount of $[***], which consists of $[***] for the new Segment and $[***] for the new Lateral Segments. The initial IRU Contribution for the new Segment shall be payable by Grantee as follows:

• [***]

• [***]

• [***]

1.03    Grantee shall pay an IRU Fee in the amount of $[***] for the new Segment, such payment to be made in accordance with the terms and conditions of the Agreement.

1.04    Grantee shall pay to Grantor the Monthly Charge for the new Segment in accordance with Article 13 of the Agreement.

ARTICLE 2

NEW LATERAL SEGMENTS

1.01    Grantor shall construct the Lateral Segments identified in Exhibit “A” and grant an IRU in the number of fibers identified in Exhibit “A” to Grantee in accordance with the terms and conditions of the Agreement.

1.02    Grantee’s estimated portion of the Costs for constructing the Lateral Segments identified in Exhibit “A” is $[***] (which does not include the initial IRU Contribution for the Lateral Segments).

1.03    Grantee shall pay such amount in accordance with the terms and conditions of the Agreement.

ARTICLE 3

DEFAULT

3.01    Section 20.03 of the Agreement shall be amended to include the following paragraph as follows:

Notwithstanding anything contained in this Agreement to the contrary, Grantee’s sole and exclusive remedy with respect to the Segment, Sub-Segment and Lateral Segments as described in Exhibit A of the Third Amendment to Cost Sharing and IRU Agreement for any failure of Grantor to deliver the Grantee Fibers within such Segments within              () months after the Completion Date (other than as caused by Force Majeure Events) and otherwise in accordance with this Agreement shall be to terminate this Agreement with respect to such Segment by delivery of written notice to Grantor, in which event Grantor shall refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to such Segment, together with interest thereon at the Prime Rate plus two percent (2%) plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such Segment (i.e. [one-twentieth] of the total IRU Contribution for the undelivered Segment). In the event Grantor shall have failed to deliver the Grantee Fibers in any Segment, within             ( ) months after the Completion Date and otherwise in accordance with this Agreement, then either party may terminate this Agreement and Grantor shall, upon such termination, refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to any Segment, together with interest thereon at the Prime Rate plus two percent (2%), plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such Segments (i.e. [one-twentieth] of the total IRU Contribution for the undelivered Segments).

ARTICLE 3

RATIFICATION

Except as amended by this Amendment, the original terms and conditions of the Agreement, the First Amendment and the Second Amendment shall continue in full force and effect and the Agreement, as amended by the First Amendment, Second Amendment and this Amendment, is hereby ratified and confirmed.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:	/s/ Jon Yount
Title:	Vice President
Date:	November 22, 2000
CABLE & WIRELESS USA, INC., a District of Columbia corporation
By:	/s/ Robert Duncan
Title:	Director, Network Planning
Date:	November 22, 2000

EXHIBIT “A”

Segment Descriptions and Fees

1. Segment Description and Fees

Segment Name	Estimated Route Miles	Remaining IRU Contribution	Scheduled Completion Date
[***]	[***]	[***]	90 days from Execution of Amendment

2. Sub-Segment Description

Sub-Segment Name	Sub-Segment End Point	Sub-Segment End Point	Fiber Count
[***]
[***]	Gateway	Magarity & Holley Ridge +	[***]
[***]	Magarity & Holley Ridge +	Old Courthouse & Aline	[***]
[***]	Old Courthouse & Aline	Boone & Gallows	[***]
[***]	Boone & Gallows	Old Courthouse & Goshell Rd.	[***]
[***]	Westpark & Greensboro	Chain Bridge & International	[***]
[***]	Chain Bridge & International	Chain Bridge & Old Meadow	[***]
[***]	Chain Bridge & Old Meadow	Gateway	[***]
[***]
[***]	Westpark & Greensboro	International Dr & Jones Branch	[***]
[***]
[***]
[***]	Leesburg Pike & Gosnell Rd.	Squaw Valley Road & Dead End	[***]
[***]	Squaw Valley Road & Dead End	Brittenford Dr & Dead End	[***]
[***]	Brittenford Dr & Dead End	Sunrise Valley & Hunter Mill	[***]
[***]
[***]	Sunset Hills & Hunter Mill	Baron Cameron & Leesburg Pike	[***]
[***]	Baron Cameron & Leesburg Pike	Lewinsville & Springhill	[***]
[***]	Lewinsville & Springhill	International Dr & Jones Branch	[***]
[***]
[***]	Sunrise Valley & Mercator Dr.	Centerville Rd. & Sunrise Valley	[***]

[***]	Centerville Rd. & Sunrise Valley	Rock Hill & Ox Rd.	[***]
[***]	Rock Hill & Ox Rd.	Centerville Rd. & World Gate Dr.	[***]
[***]	Centerville Rd. & World Gate Dr.	Worldgate Dr. & Van Buren St.	[***]
[***]	Worldgate Dr. & Van Buren St.	Herndon Pkwy & Van Buren St.	[***]
[***]	Herndon Pkwy & Van Buren St.	Herndon Pkwy & Spring St	[***]
[***]	Herndon Pkwy & Spring St	Sunset Hills & Fairfax Co. Pwy.	[***]
[***]	Sunset Hills & Fairfax Co. Pwy.	Sunset Hills & Salliemae Dr	[***]
[***]	Sunset Hills & Salliemae Dr	Sunset Hills & Hunter Mill Rd.	[***]
[***]	Hunter Mill Rd. & Sunrise Valley	Sunrise Valley & Mercator Dr.	[***]

3. Lateral Segment Descriptions

Lateral Segment	[***]	Targeted	Diverse	Segment End Point	Segment End Point
[***]	[***]	Targeted	Yes	Splice fibers at the Level 3 serving backbone manhole.	Terminate fibers in the Level 3 OSX in the Level 3 Gateway.
[***]	[***]	Non-Targeted	Yes	Splice fibers at the Level 3 serving backbone manhole.	Grantee zero manhole installed by Grantee. Grantor will provide a reasonable amount of slack fiber in such manhole as requested by Grantee.

4. Lateral Segment Fees

Lateral Segment	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
Totals	[***]	[***]	[***]

EX-10.11

Exhibit 10.11

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

FOURTH AMENDMENT TO COST SHARING AND IRU AGREEMENT

THIS FOURTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (this “Fourth Amendment”) is made and entered into as of the              day of January, 2001, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company, (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation, (“Grantee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

RECITALS

A.    Grantor and Grantee entered into that certain Cost Sharing and IRU Agreement dated May 25, 1999, as amended by First Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Second Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, and Third Amendment to Cost Sharing and IRU Agreement dated November 22, 2000 (collectively, the “Agreement”).

B.    Grantee desires to obtain an IRU in fibers within and along a new Segment and new Lateral Segments where the Grantor System is located.

C.    Grantor desires to convey to Grantee an IRU in the fibers specified herein, subject to and in accordance with the terms and conditions set forth in this Amendment and the Agreement.

Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

NEW SEGMENT

1.01    As of the Effective Date for the Segments identified in Exhibit “A” attached to and made a part of this Fourth Amendment by reference, Grantor shall convey to Grantee an exclusive indefeasible right of use (“IRU”) in such Segments and the number of fibers identified in Exhibit “A”, subject to the terms of the Agreement as hereby amended. The fibers in and along the Segments identified in Exhibit “A” shall be considered Grantee Fibers under the Agreement.

1.02    Grantee shall pay to Grantor an initial IRU Contribution in the amount of $[***], which consists of $[***] for the new Segment and $[***] for the new Lateral Segments. The initial IRU Contribution shall be due and payable within five (5) days after the execution of this Amendment.

1.03    Grantee shall pay an IRU Contribution in the amount of $[***] for the new Segment. Upon the Acceptance Date for the new Segment, Grantor will send Grantee an invoice for payment of the IRU Contribution and Grantee shall pay such invoiced amount within thirty (30) days after receipt of such invoice.

1.04    Grantee shall pay to Grantor the appropriate Monthly Charge for the new Segment in accordance with Article 13 of the Agreement.

ARTICLE 2

NEW LATERAL SEGMENTS

2.01    Grantor shall construct the Lateral Segments identified in Exhibit “A” and grant an exclusive IRU in the number of fibers identified in Exhibit “A” to Grantee in accordance with the terms and conditions of the Agreement

2.02    Grantee’s estimated portion of the Costs for constructing the Lateral Segments identified in Exhibit “A” is $[***] (which does not include the initial IRU Contribution for the Lateral Segments).

2.03    Grantee shall pay such amount in accordance with the terms and conditions of the Agreement.

ARTICLE 3

DEFAULT

Notwithstanding anything contained in this Agreement to the contrary, Grantee’s sole and exclusive remedy with respect to the Segment as described in Exhibit A of the Fourth Amendment to Cost Sharing and IRU Agreement for any failure of Grantor to deliver the Grantee Fibers within such Segment within six (6) months after the Completion Date (other than as caused by Force Majeure Events) and otherwise in accordance with this Agreement shall be to terminate this Agreement with respect to such Segment by delivery of written notice to Grantor, in which event Grantor shall refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to such Segment, together with interest thereon at the Prime Rate plus two percent (2%) plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such Segment (i.e. one-twentieth of the total IRU Contribution for the undelivered Segment). In the event Grantor shall have failed to deliver the Grantee Fibers in the Segment, within eighteen (18) months after the Completion Date and otherwise in accordance with this Agreement, then either party may terminate this Agreement and Grantor shall, upon such termination, refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to the Segment, together with interest thereon at the Prime Rate plus two percent (2%), plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such Segments (i.e. one-twentieth of the total IRU Contribution for the undelivered Segment).

ARTICLE 4

MISCELLANEOUS

A.    The Recitals are incorporated into this Fourth Amendment by this reference. Capitalized terms used but not defined in this Fourth Amendment shall have the respective meanings ascribed to them in the Agreement.

B.    Except as amended by this Fourth Amendment, the original terms and conditions of the Agreement, the First Amendment, the Second Amendment and the Third Amendment shall continue in full force and effect and the Agreement, as amended by the First Amendment, Second Amendment, Third Amendment and this Amendment, is hereby ratified and confirmed.

C.    This Fourth Amendment may be executed in counterparts, each of which shall be deemed an original but together which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Fourth Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC
a Delaware limited liability company
By:
Title:	Vice President, Global Fiber Services
Date:

CABLE & WIRELESS USA, INC.
a District of Columbia corporation
By:	/s/ Robert Duncan
Title:	Director, Access Capacity Management
Date:

EXHIBIT “A”

1. Segment Description and Fees

Segment Name	Estimated Route Miles	Remaining IRU Contribution	Scheduled Completion Date
[***]	[***]	[***]	90 days after contract execution
Totals		[***]

2. Sub-Segment Description

Sub-Segment Name	Sub-Segment End Point	Sub-Segment End Point	[***]
[***]	Washington & Canal	Randolph & Canal	[***]
[***]	Randolph & Canal	Randolph & Franklin	[***]
[***]	Randolph & Franklin	Washington & Franklin	[***]
[***]	Washington & Franklin	Madison & Franklin	[***]
[***]	Madison & Franklin	Madison & La Salle	[***]
[***]	Van Buren & Financial	Van Buren & Franklin	[***]
[***]	Van Buren & Franklin	Van Buren & Wacker	[***]
[***]	Van Buren & Wacker	Van Buren & Canal	[***]
[***]	Van Buren & Canal	Washington & Canal	[***]
[***]	Madison & La Salle	Madison & Wabash	[***]
[***]	Madison & Wabash	Harrison & Wabash	[***]
[***]	Harrison & Wabash	Harrison & Clark	[***]
[***]	Harrison & Clark	Van Buren & Financial	[***]

3. Lateral Segment Descriptions

Lateral Segment	[***]	[***]	[***]	Segment End Point	Segment End Point
[***]	[***]	[***]	[***]	Terminate fibers in the Level 3 OSX in the Level 3 Gateway.	Terminate fibers in the Level 3 OSX in the Level 3 Gateway.
[***]	[***]	[***]	[***]	Splice fibers at the Level 3 serving backbone manhole.	Terminate the fibers on Level 3 provided Fiber Termination Panel inside the building foundation wall.

4. Lateral Segment Fees

Lateral Segment	D, P & E Fee	Remaining IRU Fee	Total Estimated Costs to C&W
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
Totals	[***]	[***]	[***]

EX-10.12

Exhibit 10.12

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

FIFTH AMENDMENT TO COST SHARING AND IRU AGREEMENT

THIS FIFTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (“Fifth Amendment”) is made and entered into as of the 15^th day of February, 2001, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation (“Grantee”). This Amendment modifies the First Amendment to Cost Sharing and IRU Agreement dated August 11, 2000 between Grantor and Grantee (“First Amendment”). Capitalized terms used but not defined herein shall have the meanings set forth in the First Amendment.

RECITALS

Grantor and Grantee entered into that certain Cost Sharing and IRU Agreement dated May 25, 1999, as amended by First Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Second Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, and Third Amendment to Cost Sharing and IRU Agreement dated November 22, 2000 (collectively, the “Agreement”).

Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

In Article 1 of the First Amendment the Segment description for [***] shall be deleted and replaced with the Segment description for [***] as follows:

City	Network/Ring	[***]	[***]	[***]	Completion Date
[***]	[***]	[***]	[***]	[***]	90 days from Execution
	[***]	[***]	[***]	[***]	90 days from Execution

EXCEPT, to the extent herein revised, amended or modified, all terms, conditions and provisions of the First Amendment are hereby affirmed and ratified in all respects.

IN WITNESS HEREOF, Grantor and Grantee have executed this Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:
Title:	Vice President, Fiber Services
Date:	February 15, 2001
CABLE & WIRELESS USA, INC., a District of Columbia corporation
By:	/s/ Robert Duncan
Title:	Director, Access Capacity Management
Date:	February 15, 2001

EX-10.13

Exhibit 10.13

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

SIXTH AMENDMENT TO COST SHARING AND IRU AGREEMENT

THIS SIXTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (this “Sixth Amendment”) is made and entered into as of the 7^th day of August, 2001, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company, (“Grantor”) and CABLE & WIRELESS USA, INC., a Delaware corporation, (“Grantee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

RECITALS

A. Grantor and Grantee entered into that certain Cost Sharing and IRU Agreement dated May 25, 1999, as amended by First Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Second Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Third Amendment to Cost Sharing and IRU Agreement dated November 22, 2000, Fourth Amendment to Cost Sharing and IRU Agreement dated January, 2001 and Fifth Amendment to Cost Sharing and IRU Agreement dated February 15, 2001(collectively, the “Agreement”).

B. Grantee desires to obtain an IRU in fibers within and along new Segments and new Lateral Segments where the Grantor System is located.

C. Grantor desires to convey to Grantee an IRU in the fibers specified herein, subject to and in accordance with the terms and conditions set forth in this Amendment and the Agreement.

Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

NEW SEGMENTS

1.01    As of the Effective Date for the Segments identified in Exhibit “A” attached to and made a part of this Sixth Amendment by reference, Grantor shall convey to Grantee an exclusive indefeasible right of use (“IRU”) in such Segments and the number of fibers identified in Exhibit “A”, subject to the terms of the Agreement as hereby amended. The fibers in and along the Segments identified in Exhibit “A” shall be considered Grantee Fibers under the Agreement.

1.02    Grantee shall pay to Grantor an initial IRU Contribution in the amount of $[***], which consists of $[***] for the new Segments and $[***] for the new

Lateral Segments. The initial IRU Contribution shall be due and payable within five (5) days after the execution of this Amendment.

1.03    Grantee shall pay the remaining IRU Contribution in the amount of $1,836,706 for the new Segments. Upon the Acceptance Date for the new Segments Grantor will send Grantee an invoice for payment of the IRU Contribution and Grantee shall pay such invoiced amount within thirty (30) days after receipt of such invoice.

1.04    Grantee shall pay to Grantor the appropriate Monthly Charge for the new Segments in accordance with Article 13 of the Agreement.

ARTICLE 2

NEW LATERAL SEGMENTS

2.01    Grantor shall construct the Lateral Segments identified in Exhibit “A” and grant an exclusive IRU in the number of fibers identified in Exhibit “A” to Grantee in accordance with the terms and conditions of the Agreement

2.02    Grantee’s estimated portion of the remaining Costs for constructing the Lateral Segments identified in Exhibit “A” is $[***] (which does not include the initial IRU Contribution for the Lateral Segments).

2.03    Grantee shall pay such amount in accordance with the terms and conditions of the Agreement.

ARTICLE 3

DEFAULT

Notwithstanding anything contained in this Agreement to the contrary, Grantee’s sole and exclusive remedy with respect to the Segment as described in Exhibit A of the Sixth Amendment to Cost Sharing and IRU Agreement for any failure of Grantor to deliver the Grantee Fibers within such Segment within six (6) months after the Completion Date (other than as caused by Force Majeure Events) and otherwise in accordance with this Agreement shall be to terminate this Agreement with respect to such Segment by delivery of written notice to Grantor, in which event Grantor shall refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to such Segment, together with interest thereon at the Prime Rate plus two percent (2%) plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such Segment (i.e. one-twentieth of the total IRU Contribution for the undelivered Segment). In the event Grantor shall have failed to deliver the Grantee Fibers in the Segment, within eighteen (18) months after the Completion Date and otherwise in accordance with this Agreement, then either party may terminate this Agreement and Grantor shall, upon such termination, refund all portions of the IRU Contribution previously paid by Grantee to Grantor with respect to the Segment, together

with interest thereon at the Prime Rate plus two percent (2%), plus liquidated damages equal to a prorated amount of one year of the total IRU Contribution for such Segments (i.e. one-twentieth of the total IRU Contribution for the undelivered Segment).

ARTICLE 4

MISCELLANEOUS

A.    The Recitals are incorporated into this Sixth Amendment by this reference. Capitalized terms used but not defined in this Sixth Amendment shall have the respective meanings ascribed to them in the Agreement.

B.    Except as amended by this Sixth Amendment, the original terms and conditions of the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment shall continue in full force and effect and the Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and this Amendment, is hereby ratified and confirmed.

C.    This Sixth Amendment may be executed in counterparts, each of which shall be deemed an original but together which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Sixth Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC a Delaware limited liability company
By:
Title:	Vice President, Metro Fiber Services
Date:	August 7, 2001
CABLE & WIRELESS USA, INC. a Delaware Corporation
By:	/s/ Phil Green
Title:	SVP, Network Technology Group
Date:	August 7, 2001

Exhibit “A”

1. Segment Description and Fees

Segment Name	Estimated Route Miles	Initial IRU Contribution	Remaining IRU Contribution	Scheduled Completion Date
[***]	[***]	[***]	[***]	90 Day from Execution of Amendment
[***]	[***]	[***]	[***]	4 fiber segment from the Gateway down to 300 S. Harbor on the East side of Logical Loop E – 90 days from Execution of Amendment. West side of Logical Loop E from the Gateway around to 300 South Harbor – 11/30/01.
[***]	[***]	[***]	[***]	90 Day from Execution of Amendment
Totals	[***]	[***]	[***]

2. Sub-Segment Description

Sub-Segment Name	Sub-Segment End Point	Sub-Segment End Point	Fiber Count
[***]
[***]	7th & Lebanon (Gateway)	Wilshire & Flower	[***]
[***]	Wilshire & Flower	Wilshire & Hope	[***]
[***]	Wilshire & Hope	Wilshire & Grand -	[***]
[***]	Wilshire & Grand -	Wilshire & Grand	[***]
[***]	Wilshire & Grand	6th & Grand	[***]
[***]	6th & Grand	7th & Hill	[***]
[***]	7th & Hill	7th & Olive	[***]
[***]	7th & Olive	7th & Grand	[***]
[***]	7th & Grand	7th & Lebanon	[***]
[***]
[***]	Gateway (7th & Figueroa)	8th & Figueroa	[***]
[***]	8th & Figueroa	Wilshire & Lucas	[***]
[***]	Wilshire & Lucas	Wilshire & Highland	[***]
[***]	Wilshire & Highland	Barrington & Texas	[***]
[***]	Barrington & Texas	Arbor Vitae & BNSF RR	[***]
[***]	Arbor Vitae & BNSF RR	Arbor Vitae & Aviation Blvd	[***]
[***]	Arbor Vitae & Aviation Blvd	Aviation Blvd & Imperial Hwy	[***]
[***]	Aviation Blvd & Imperial Hwy	Aviation Blvd & Utah Ave.	[***]
[***]	Aviation Blvd & Utah Ave.	Aviation Blvd & Rosecrans	[***]
[***]	Aviation Blvd & Rosecrans	Manhattan Beach Blvd & Prairie Ave.	[***]

[***]	Manhattan Beach Blvd & Prairie Ave.	Van Ness & Redondo Beach	[***]
[***]	Van Ness & Redondo Beach	164th & Gramercy	[***]
[***]	164th & Gramercy	161 St. & Vermont	[***]
[***]	161 St. & Vermont	Del Amo & Vermont	[***]
[***]	Del Amo & Vermont	Carson & Main	[***]
[***]	Carson & Main	Santa Fe Ave & Warnock	[***]
[***]	Santa Fe Ave & Warnock	Cerritos & Coyote Creek	[***]
[***]	Cerritos & Coyote Creek	Redhill & Reynolds Ave	[***]
[***]	Redhill & Reynolds	Main St & Von Karmen Ave	[***]
[***]	Main St & Von Karmen Ave	Main St & Jamboree Rd	[***]
[***]	Main St & Jamboree Rd	Alton & Murphy	[***]
[***]	Alton & Murphy	Barranca Pkw & Corporate Pk	[***]
[***]	Barranca Pkw & Corporate Pk	Michelle & Myford	[***]
[***]	Michelle & Myford	Franklin & Walnut Ave	[***]
[***]	Franklin & Walnut	Grand & McFadden	[***]
[***]	Grand & McFadden	Cypress & Anaheim St.	[***]
[***]	Cypress & Anaheim St.	Loara St. & UPRR	[***]
[***]	Loara St. & UPRR	Slauson & Santa Fe Ave	[***]
[***]	Slauson & Santa Fe Ave	Olympic & Central Ave	[***]
[***]	Olympic & Central Ave	Olympic & Los Angeles	[***]
[***]	Olympic & Los Angeles	7th & Hill	[***]
[***]	7th & Hill	7th & Olive	[***]
[***]	7th & Olive	7th & Grand	[***]
[***]	7th & Grand	7th & Lebanon	[***]
[***]
[***]	Gateway	Spring Garden & 9th	[***]
[***]	Spring Garden & 9th	Callowhill & 6th	[***]
[***]	Callowhill & 6th	Walnut & 24th	[***]
[***]	Walnut & 24th	Market & 18th	[***]
[***]	Market & 18th	Cherry & 16th	[***]
[***]	Cherry & 16th	Gateway	[***]

2. Lateral Segment Descriptions

Lateral Segment	Fiber Count	Targeted	Diverse	Segment End Point	Segment End Point
[***]	[***]	[***]	[***]	Splice Fibers at the Level 3 backbone serving manhole	Lateral: Termination Panel in L3 Distribution POP (to be verified as a result of site survey) Fiber: C&W splice box in C&W space on 16th Floor.
[***]	[***]	[***]	[***]	Splice Fibers at the Level 3 backbone serving manhole	Lateral: to be determined as a result of the site survey Fiber: C&W splice box in C&W space

[***]	[***]	[***]	[***]	Splice Fibers at the Level 3 backbone serving manhole	Terminate fibers in the Level 3 OSX in the Level 3 Gateway, & extend to C&W Colo.
[***]	[***]	[***]	[***]	Splice Fibers at the Level 3 backbone serving manhole	Lateral: to be determined as a result of the site survey Fiber: C&W splice box in C&W space, on the 3rd Floor.
[***]	[***]	[***]	[***]	Splice Fibers at the Level 3 backbone serving manhole	Terminate fibers in the Level 3 OSX in the Level 3 Gateway

4. Lateral Segment Fees

Lateral Segment	Initial IRU Contribution	Remaining IRU Contribution	Total Estimated Costs to C&W
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
Totals	[***]	[***]	[***]

EX-10.14

Exhibit 10.14

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

SEVENTH AMENDMENT TO COST SHARING AND IRU

AGREEMENT

THIS SEVENTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (this “Seventh Amendment”) is made and entered into as of the 6^th day of March, 2002, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company, (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation, (“Grantee”).

RECITALS

A. Grantor and Grantee entered into that certain Cost Sharing and IRU Agreement dated May 25, 1999, as amended by First Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Second Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Third Amendment to Cost Sharing and IRU Agreement dated November 22, 2000, Fourth Amendment to Cost Sharing and IRU Agreement dated March 14, 2001, Fifth Amendment to Cost Sharing and IRU Agreement dated February 15, 2001, and Sixth Amendment to Cost Sharing and IRU Agreement dated August 7, 2001 (collectively, the “Agreement”).

B. Grantee desires to create a mechanism for ordering an IRU in fibers within and along building risers and to obtain an IRU in fibers within the building located at [***] where the Grantor System is located and connecting Grantee’s facilities to Grantor System.

C. Grantor desires to create a mechanism for ordering an IRU in fibers within and along building risers and to convey to Grantee an IRU in certain fibers located at [***] as further specified herein, subject to and in accordance with the terms and conditions of the Agreement applicable to Metropolitan Fibers, except for IRU Term and as otherwise set forth in this Amendment.

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

RISER SEGMENTS

1.01    The following terms shall have the meanings set forth herein:

a. “Off-Net Riser Segment” shall mean a Riser Segment that connects a Lateral Segment within a facility to another location within the same facility for which Grantor has not completed construction at the time of request by Grantee.

b. “On-Net Riser Segment” shall mean a Riser Segment that connects a Lateral Segment within a facility to another location within the same facility for which Grantor has completed construction at the time of request by Grantee.

c. “Riser Segment” shall mean the On-Net Riser Segments and Off-Net Riser Segments of the Grantor System identified as such in Exhibit “A” hereto or as otherwise agreed to by the parties pursuant to the terms set forth in Section 1.02 of this Amendment, and each of which shall be owned by Grantor. Each Riser Segment shall be considered a “Segment,” and, except as otherwise provided herein, all provisions of the Agreement shall apply to Riser Segments.

d. “Riser Segment Completion Date” shall mean, with respect to each Riser Segment and subject to Force Majeure Events, the dates agreed to by the parties for completion of construction and installation of the Grantee Fibers within a Riser Segment.

e. “Riser Segment End Point” shall mean a designated point at which access to the Riser Segment is provided to Grantee.

f. “Riser Segment Fee” shall be the fee due and payable by Grantee for each Riser Segment.

g. “Riser Segment Interconnection Point” shall mean a designated point at which a Riser Segment is or will be connected.

1.02    In the event that Grantee desires to purchase Grantee Fibers in additional Riser Segments (other than the Riser Segment listed in Exhibit “A”) during the Term, Grantee may request (in writing) that Grantor provide such fibers for On-Net Riser Segments or undertake construction of same for Off-Net Riser Segments. Upon receipt of such a request, Grantor shall notify Grantee whether additional fibers are available or whether Grantor has constructed or intends to construct such additional Riser Segment and, if so. Grantor shall provide Grantee with a written notice specifying the 1RU Contribution, a Riser Segment Completion Date, a Riser Segment Interconnection Point, a Riser Segment End Point, the size and number of conduit and fibers that will be initially installed for each Off-Net Lateral Segment, and other terms and conditions relative to the proposed Riser Segment. Grantor’s written notice shall constitute a binding offer which shall be valid for a period of thirty (30) days after delivery to Grantee. Grantee shall accept such offer by delivering a written notice of acceptance to Grantor within such thirty (30) day period. Unless agreed to by the parties in writing, Grantor shall be under no obligation to provide Grantee Fibers on additional Riser Segments, and Grantee shall not be obligated to contract with Grantor for Grantee Fibers on additional Riser Segments.

ARTICLE 2

NEW RISER SEGMENT

2.01    Grantor shall construct the Riser Segment identified in Exhibit “A” and grant to Grantee an exclusive IRU in the number of fibers identified in Exhibit “A” in accordance with the terms and conditions of the Agreement applicable to Metropolitan Fibers, except for the IRU Term and as otherwise set forth in this Amendment. The Term of the IRU in the Grantee Fibers within the Riser Segment identified in Exhibit “A” shall be five (5) years from the Acceptance Date.

2.02    Grantee shall pay to Grantor an initial IRU Contribution in the amount of $[***] for the Riser Segment identified in Exhibit “A”. The initial IRU Contribution for such Riser Segment shall be due and payable within five (5) days after the execution of this Amendment.

2.03    Grantee shall pay a remaining IRU Contribution in the amount of $[***] for the Riser Segment identified in Exhibit “A”. Upon the Acceptance Date for such Riser Segment, Grantor will send Grantee an invoice for payment of the remaining IRU Contribution and Grantee shall pay such invoiced amount within thirty (30) days after receipt of such invoice.

2

ARTICLE 3

MISCELLANEOUS

3.01    The Recitals are incorporated into this Seventh Amendment by this reference. Capitalized terms used but not defined in this Seventh Amendment shall have the respective meanings ascribed to them in the Agreement.

3.02    Except as amended by this Seventh Amendment, the original terms and conditions of the Agreement, as amended, shall continue in full force and effect and the Agreement, as amended, is hereby ratified and confirmed.

3.03    This Seventh Amendment may be executed in counterparts, each of which shall be deemed an original but together which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Seventh Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:
Title:	Senior Vice President
Date:	March 6, 2002
CABLE & WIRELESS USA, INC., a District of Columbia corporation
By:
Title:	VP Capacity Planning
Date:	March 1, 2002

3

EXHIBIT “A”

1. Riser Segment Description

Location	Fiber Count	Type (On-Net or Off- Net)	Diverse or Non- Diverse to Riser Segment End Point	Riser Segment Interconnection Point	Riser Segment End Point
[***]	[***]	On-Net	Non Diverse	[***]	[***]

2. IRU Contribution

Location	Initial IRU Contribution	Remaining IRU Contribution	Total Fixed Cost to Grantee
[***]	[***]	[***]	[***]

4

EX-10.15

Exhibit 10.15

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

EIGHTH AMENDMENT TO COST SHARING AND IRU

AGREEMENT

THIS EIGHTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (this “Seventh Amendment”) is made and entered into as of the 23 day of March, 2002, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company, (“Grantor”) and CABLE & WIREI FSS USA, INC., a District of Columbia corporation, (“Grantee”).

RECITALS

A. Grantor and Grantee entered into that certain Cost Sharing and IRU Agreement dated May 25, 1999, as amended by First Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Second Amendment to Cost Sharing and IRU Agreement dated August 11, 2000, Third Amendment to Cost Sharing and IRU Agreement dated November 22, 2000, Fourth Amendment to Cost Sharing and IRU Agreement dated March 14, 2001, Fifth Amendment to Cost Sharing and IRU Agreement dated February 15, 2001, Sixth Amendment to Cost Sharing and IRU Agreement dated August 7, 2001, and Seventh Amendment Cost Sharing and IRU Agreement dated March 6, 2002 (collectively, the “Agreement”).

B. Grantee desires to obtain an IRU in additional fibers within the building located at [***] where the Grantor System is located and connecting Grantee’s facilities to Grantor System.

C. Grantor desires to convey to Grantee an IRU in certain additional fibers located at [***] as further specified herein, subject to and in accordance with the terms and conditions of the Agreement applicable to Metropolitan Fibers, except for IRU Term and as otherwise set forth in this Amendment.

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

NEW RISER SEGMENT

2.01    Grantor shall construct the Riser Segment identified in Exhibit “A” and grant to Grantee an exclusive IRU in the number of fibers identified in Exhibit “A” in accordance with the terms and conditions of the Agreement applicable to Metropolitan Fibers, except for the IRU Term and as otherwise set forth in this Amendment. The Term of the IRU in the Grantee Fibers within the Riser Segment identified in Exhibit “A” shall be five (5) years from the Acceptance Date.

2.02    Grantee shall pay to Grantor an initial IRU Contribution in the amount of $[***] for the Riser Segment identified in Exhibit “A”. The initial IRU Contribution for such Riser Segment shall be due and payable within five (5) days after the execution of this Amendment.

2.03    Grantee shall pay a remaining IRU Contribution in the amount of $[***] for the Riser Segment identified in Exhibit “A”. Upon the Acceptance Date for such Riser Segment, Grantor will send Grantee an invoice for payment of the remaining IRU Contribution and Grantee shall pay such invoiced amount within thirty (30) days after receipt of such invoice.

ARTICLE 3

MISCELLANEOUS

3.01    The Recitals are incorporated into this Eighth Amendment by this reference. Capitalized terms used but not defined in this Eighth Amendment shall have the respective meanings ascribed to them in the Agreement.

3.02    Except as amended by this Eighth Amendment, the original terms and conditions of the Agreement, as amended, shall continue in full force and effect and the Agreement, as amended, is hereby ratified and confirmed.

3.03    This Eighth Amendment may be executed in counterparts, each of which shall be deemed an original but together which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Eighth Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:
Title:	Sr. VP – GIS
Date:	March 23, 2002
CABLE & WIRELESS USA, INC., a District of Columbia corporation
By:
Title:	SVP Network
Date:	March 14, 2002

2

EXHIBIT “A”

1. Riser Segment Description

Location	Fiber Count	Type (On-Net or Off- Net)	Diverse or Non- Diverse to Riser Segment End Point	Riser Segment Interconnection Point	Riser Segment End Point
[***]	[***]	On-Net	Non- Diverse	[***]	[***]

2. IRU Contribution

Location	Initial IRU Contribution	Remaining IRU Contribution	Total Fixed Cost to Grantee
[***]	[***]	[***]	[***]

3

EX-10.16

Exhibit 10.16

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

NINTH AMENDMENT TO COST SHARING AND IRU

AGREEMENT

THIS NINTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (this “Ninth Amendment”) is made and entered into as of the 23^rd day of March, 2002, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company, (“Grantor”) and CABLE & WIRELESS USA, INC., a District of Columbia corporation, (“Grantee”).

RECITALS

A. Grantor and Grantee entered into that certain Cost Sharing and IRU Agreement dated May 25, 1999, as amended (collectively, the “Agreement^”).

B. Grantee desires to obtain an IRU in additional fibers within the building located at [***] where the Grantor System is located and connecting Grantee’s facilities to Grantor System.

C. Grantor desires to convey to Grantee an IRU in certain additional fibers located at [***] as further specified herein, subject to and in accordance with the terms and conditions of the Agreement applicable to Metropolitan Fibers, except for IRU Term and as otherwise set forth in this Amendment.

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE 1

NEW RISER SEGMENT

2.01    Grantor shall construct the Riser Segment identified in Exhibit “A” and grant to Grantee an exclusive IRU in the number of fibers identified in Exhibit “A” in accordance with the terms and conditions of the Agreement applicable to Metropolitan Fibers, except for the IRU Term and as otherwise set forth in this Amendment. The Term of the IRU in the Grantee Fibers within the Riser Segment identified in Exhibit “A” shall be five (5) years from the Acceptance Date.

2.02    Grantee shall pay to Grantor an initial IRU Contribution in the amount of $[***] for the Riser Segment identified in Exhibit “A”. The initial IRU Contribution for such Riser Segment shall be due and payable within five (5) days after the execution of this Amendment.

2.03    Grantee shall pay a remaining IRU Contribution in the amount of $[***] for the Riser Segment identified in Exhibit “A”. Upon the Acceptance Date for such Riser Segment, Grantor will send Grantee an invoice for payment of the remaining IRU Contribution and Grantee shall pay such invoiced amount within thirty (30) days after receipt of such invoice.

ARTICLE 3

MISCELLANEOUS

3.01    The Recitals are incorporated into this Ninth Amendment by this reference. Capitalized terms used but not defined in this Ninth Amendment shall have the respective meanings ascribed to them in the Agreement.

3.02    Except as amended by this Ninth Amendment, the original terms and conditions of the Agreement, as amended, shall continue in full force and effect and the Agreement, as amended, is hereby ratified and confirmed.

3.03    This Ninth Amendment may be executed in counterparts, each of which shall be deemed an original but together which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, Grantor and Grantee have executed this Ninth Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:
Title:	Sr. VP – GIS
Date:	March 23, 2002
CABLE & WIRELESS USA, INC., a District of Columbia corporation
By:
Title:	SVP, GO, Network & Systems
Date:	March 14, 2002

2

EXHIBIT “A”

1. Riser Segment Description

Location	Fiber Count	Type (On-Net or Off- Net)	Diverse or Non- Diverse to Riser Segment End Point	Riser Segment Interconnection Point	Riser Segment End Point
[***]	[***]	On-Net	Non-Diverse	[***]	[***]

2. IRU Contribution

Location	Initial IRU Contribution	Remaining IRU Contribution	Total Fixed Cost to Grantee
[***]	[***]	[***]	[***]

3

EX-10.17

Exhibit 10.17

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

TENTH AMENDMENT TO COST SHARING AND IRU AGREEMENT

THIS TENTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (this “Tenth Amendment”) is made and entered into as of the 27^th day of August, 2003, by and between LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company, (“Grantor”) and CABLE & WIRELESS USA, INC., a Delaware corporation, (“Grantee”).

RECITALS

Grantor and Grantee entered into that certain Cost Sharing and IRU Agreement dated May 25, 1999, as amended (collectively, the “Agreement”).

In consideration of the following mutual covenants and obligations and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows:

ARTICLE I

DEFINITION OF COSTS

1.01    The definition of Costs in Section 1.09 of the Agreement is deleted and replaced with the following:

[***].

ARTICLE 2

LATERAL SEGMENTS

2.01    The parties desire to change the provisions respecting the construction, payment and other terms related to additional commercial building. As such, the parties agree to the following changes:

(a) Section 10.05, as amended, of the Agreement is hereby deleted and replaced with the provisions set forth in Exhibit “A” to this Tenth Amendment attached hereto.

(b) Section 10.06 of the Agreement is hereby deleted and replaced with the provisions set forth in Exhibit “A” to this Tenth Amendment attached hereto.

(c) Article 2 of the First Amendment is deleted and replaced with the provisions set forth in Exhibit “A” to this Tenth Amendment attached hereto.

(d) Article 1 Definitions of the Agreement is hereby amended to include the defined terms set forth in Exhibit “A” attached hereto.

(e) Any reference to Sections 10.05 or 10.06 of the Agreement, or Article 2 of the First Amendment shall be construed as referring to Exhibit “A” to the Tenth Amendment.

2.02    On July 23, 2003, Grantor delivered to Grantee a written notice of default claiming a past due balance of $[***] due and owing under the Agreement. Pursuant to the Agreement, Grantee is hereby issued a credit in the amount of $[***] (the “Lateral Credit”) under and pursuant to the terms of the Agreement, which credit constitutes payment in full by Grantor of any and all Lateral Segment credits due to Grantee under and pursuant to the Agreement for all sales of fiber prior to the date hereof for the Off-Net Lateral Segments described in Section A.04 of Exhibit A. Upon execution hereof, the past due balance shall be immediately paid through application of the Lateral Credit (leaving a remaining balance due and owing of $[***]). Within five (5) business days of execution of this Tenth Amendment, Grantee shall pay Grantor $[***], which payment, when made, shall constitute payment in full of all amounts due and owing for the invoices contained in Exhibit B attached hereto and incorporated herein by this reference (payment for which amounts was demanded in the notice of default).

ARTICLE 3

MISCELLANEOUS

3.01    Capitalized terms used but not defined in this Tenth Amendment shall have the respective meanings ascribed to them in the Agreement.

3.02    Except as amended by this Tenth Amendment, the original terms and conditions of the Agreement, as amended, shall continue in full force and effect and the Agreement, as amended, is hereby ratified and confirmed.

3.03    This Tenth Amendment may be executed in counterparts, each of which shall be deemed an original but together which shall constitute but one and the same instrument.

IN WITNESS WHEREOF. Grantor and Grantee have executed this Tenth Amendment as of the date first above written.

LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company
By:	John M.
Title:	Vice President
Date:	August 27, 2003
CABLE & WIRELESS USA, INC., a Delaware corporation
By:
Title:	Senior Corporate Counsel
Date:	August 27, 2003

2

EXHIBIT “A”

Lateral Segments

A.01 Defined Terms. The following terms shall be defined for purposes of this Exhibit “A”:

“Lateral Segment” shall mean the On-Net Lateral Segments and Off-Net Lateral Segments of the Grantor System identified as such in Section A.04 below or as otherwise agreed to by the parties pursuant to the terms set forth in Section A.06, and each of which shall be owned by Grantor. Each Lateral Segment shall be considered a “Segment” for other purposes in the Agreement.

“Lateral Segment Completion Date” shall mean, with respect to each Lateral Segment and subject to Force Majeure Events, the dates agreed to by the parties for completion of construction and installation of the Grantee Fibers within such Lateral Segment.

“Lateral Segment End Point” shall mean a designated point (generally located within a building or a manhole outside a building) at which access to the Lateral Segment is provided to Grantee.

“Lateral Segment Interconnection Point” shall mean a designated point (generally located at a Grantor manhole on the metropolitan backbone of the Grantor System) at which a Lateral Segment is or will be connected.

“Off-Net Lateral Segment” shall mean a Lateral Segment that connects the metropolitan backbone of the Grantor System on which Grantee has acquired Metropolitan Fibers to a building location where Grantor has, at the time the written request is submitted, not completed construction (including those Lateral Segments identified as Off-Net Lateral Segments in Section A.04 below).

“On-Net Lateral Segment” shall mean a Lateral Segment that connects the metropolitan backbone of the Grantor System on which Grantee has acquired Metropolitan Fibers to a building location where Grantor has, at the time the written request is submitted, already completed construction (including those Lateral Segments identified as On-Net Lateral Segments in Section A.04 below).

A.02 Grant of IRUs to Lateral Segments. Notwithstanding any other provision of the Agreement, Grantee shall acquire and Grantor shall grant an exclusive indefeasible right of use in the Grantee Fibers within the Lateral Segments subject to the terms and conditions set forth in this Exhibit A. The Term of the IRU in the Grantee Fibers within any Lateral Segment shall be as set forth in Article 5 of the Agreement; provided, Grantee shall have an option (only to the extent permissible by the Required Rights) to extend the Term for such Grantee Fibers so that the Term expires at the same time as the expiration of the Term of the initially-ordered Metropolitan Fibers which are connected to Grantee Fibers with such Lateral Segment. As an example only, if Grantee’s Term for Grantee Fibers within a Lateral Segment in [***]. To exercise the extension right, Grantee must deliver written notice thereof no sooner than one (1) year and no later than ninety (90) days prior to the expiration of the Term for the affected Grantee Fibers within the Lateral Segment. Any additional IRU Contribution or Recurring Charges applicable to such extension would be negotiated after delivery of Grantee’s written notice seeking extension; in the absence of agreement respecting such additional payments, no extension shall be permitted.

A.03 IRU Contribution for Off-Net Lateral Segments. For any additional Off-Net Lateral Segments that may be agreed to pursuant to Section A.06, the parties agree to use the following guidelines to calculate the

3

applicable Costs:

• Exclude the incremental boring and trenching costs for placing conduit capacity in excess of two-four inch conduits, one-eight inch conduit or equivalently sized conduit systems.

• Exclude the cost of materials for any conduit capacity in excess of two-four inch conduits, one-eight inch conduit or equivalently sized conduit systems.

• Exclude the cost of materials and splicing for any fiber capacity in excess of 144 fibers.

• Grantee shall pay for the cost of the fiber termination panels required to terminate the fibers installed up to a maximum of 144 fibers, unless the fiber is terminated in a Grantor manhole without the use of a fiber termination panel.

A.04 List of Current Lateral Segments. Notwithstanding any other provision of the Agreement, the following table represents the entire list of Lateral Segments as of the execution date of this Tenth Amendment and Grantee hereby confirms its agreement to purchase and Grantor hereby confirms its agreement to provide the Grantee Fibers in such Lateral Segments as set forth in the table below, and on the terms and conditions set forth in this Exhibit “A.” Except as specified in the table below or as may be agreed to by the parties after the execution date of this Tenth Amendment, Grantor shall have no obligation to provide and Grantee shall have no obligation to purchase any Grantee Fibers in any additional commercial buildings or other Lateral Segments.

Lateral Segment Name	Type	Fiber Count	Lateral Segment Interconnection Point	Lateral Segment End Point	Lateral Segment Completion Date
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed

4

[***]	On-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed
[***]	On Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed
[***]	Off-Net	[***]	[***]	[***]	Completed

5

[***]	On-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed
[***]	On-Net	[***]	[***]	[***]	Completed

* Fiber and conduit extending beyond this point are treated as Off-Net Lateral Segments.

A.05 IRU Contribution for Current Lateral Segments. With respect to the Grantee Fibers located within the Lateral Segments listed in Section A.04 above, Grantor has fully performed Acceptance Testing and delivered the Grantee Fibers and Grantee has accepted and fully paid the IRU Contribution for all such Grantee Fibers.

A.06 Additional Lateral Segments. In the event that Grantee desires to purchase Grantee Fibers in additional Lateral Segments (other than those listed in Section A.04) during the Term, Grantee may request (in writing) that Grantor provide such fibers for On-Net Lateral Segments or undertake construction of same for Off-Net Lateral Segments. Upon receipt of such a request, Grantor shall notify Grantee whether additional fibers are available or whether Grantor has constructed or intends to construct such additional Lateral Segment and, if so, Grantor shall provide Grantee with a written notice specifying the IRU Contribution, a Lateral Segment Completion Date, a Lateral Segment Interconnection Point, a Lateral Segment End Point, the size and number of conduit and fibers that will be initially installed for each Off-Net Lateral Segment, and other terms and conditions relative to the proposed Lateral Segment. Grantor shall generally offer a fixed price for the IRU Contribution of additional On-Net Lateral Segments and an estimated price for the IRU Contribution of additional Off-Net Lateral Segments equal to [***] (based on the guidelines set forth in Section A.03 above) incurred by Grantor in connection with the construction and installation of such Off-Net Lateral Segment. Grantor’s written notice shall constitute a binding offer which shall be valid for a period of thirty (30) days after delivery to Grantee. Grantee shall accept such offer by delivering a written notice of acceptance to Grantor within such thirty (30) day period. Unless agreed to by the parties in writing, Grantor shall be under no obligation to provide Grantee Fibers on additional Lateral Segments, and Grantee shall not be obligated to contract with Grantor for Grantee Fibers on additional Lateral Segments.

A.07 Incremental Fiber. For the On-Net Lateral Segments specified in Section A.04, Grantee shall have the right, subject to availability as determined by Grantor, to purchase an IRU in [***] (less any fibers previously delivered) for a fee equal to the additional Costs incurred by Grantor in connection with providing such additional fibers to Grantee, including, without limitation, manhole access, splicing and other reasonable work. For the Off-Net Lateral Segments specified in Section A.04 and additional Off-Net Lateral Segments that may be agreed to pursuant to Section A.06, Grantor shall reserve for Grantee fibers equal to [***] installed in such Lateral Segment (less any fibers previously delivered) for a period of three years from the Acceptance Date of the initial fibers delivered along such Lateral Segment, and Grantee agrees to pay a fee for any additional fibers along such Lateral Segments equal to the additional Costs incurred by Grantor in connection with providing such additional fibers to Grantee, including, without limitation, manhole access, splicing and other reasonable work. For additional On-Net Lateral Segments

6

that may be agreed to pursuant to Section A.06, Grantee may order, subject to availability as determined by Grantor, an IRU in additional fibers at Grantor’s then-current fixed pricing. All such amounts shall be due and payable by Grantee in accordance with Section 4.03 of the Agreement.

A.08 Credits. The terms of this Section A.08 shall only apply to the list of current Off-Net Lateral Segments set forth in Section A.04 above. In no event shall Grantee be entitled to any credits for any additional Lateral Segments that may be agreed to by the parties after the execution date of this Tenth Amendment.

If Grantor sells Dark Fiber to a second, third and fourth customer on an Off-Net Lateral Segment, Grantor shall issue a credit to Grantee for a portion of the IRU Contribution paid by Grantee with respect to such Off-Net Lateral Segment as set forth below:

2nd customer -	Grantee shall receive a credit equal to [***] of the IRU Contribution paid by Grantee for the Lateral Segment.
3rdcustomer -	Grantee shall receive an additional credit equal to [***] of the IRU Contribution paid by Grantee for the Lateral Segment.
4th customer -	Grantee shall receive an additional credit equal to [***] of the IRU Contribution paid by Grantee for the Lateral Segment.

For purposes of issuing credits under this Section, Grantor shall be treated as a subsequent customer at such time that Grantor establishes a point of presence within the building associated with such Off-Net Lateral Segment. The total cumulative credit shall in no event be greater than [***] of the initially paid IRU Contribution for such Off-Net Lateral Segment, and no credits shall be made with respect to any On-Net Lateral Segments.

The parties shall mutually agree upon the amount of Grantee’s credits on a quarterly basis. Upon agreement of the credit amount, Grantor shall notify Grantee in writing of such amount. Grantee shall only have the right to use credits to (i) off-set any amounts owed for any additional On-Net Lateral Segments that may be agreed to pursuant to Section A.06, (ii) off-set any amounts owed for incremental metro and/or long haul dark fiber, (iii) off-set any future invoice (except any invoice for an Off-Net Lateral Segment) due and owing from Grantee to Grantor under the Agreement, or (iv) off-set any amounts owed or invoiced for any other services provided by Grantor under a separate agreement as mutually agreed upon by the parties. Under no circumstances shall Grantee be entitled to cash refunds or payments as a result of the granting of any credit hereunder.

7

Exhibit “B”

Settled Invoices

Invoice	Invoice	Amount
38346	12/11/2002	[***]
40655	6/24/2003	[***]
39288	2/10/2003	[***]
36864	8/28/2002	[***]
36897	8/28/2002	[***]
39300	2/10/2003	[***]
41050/41219	6/23/2003	[***]
36888	8/28/2002	[***]
36875	8/28/2002	[***]
36883	8/28/2002	[***]
36884	8/28/2002	[***]
39715	3/4/2003	[***]
40337	4/25/2003	[***]
41491	7/10/2003	[***]
41696	7/24/2003	[***]
38359	12/11/2002	[***]
36877	8/28/2002	[***]
36881	8/28/2002	[***]
36893	8/28/2002	[***]
40193	4/10/2003	[***]
41212	6/30/2003	[***]
41053/41220	6/23/2003	[***]
38342	12/11/2002	[***]
36868	8/28/2002	[***]
38350	12/11/2002	[***]
41500	7/10/2003	[***]
38379	12/17/2002	[***]
41692	7/24/2003	[***]
38364	12/11/2002	[***]
40651	5/28/2003	[***]
36870	8/28/2002	[***]
38392	12/11/2002	[***]
1047067		[***]
1460704		[***]
39292	2/10/2003	[***]
36879	8/28/2002	[***]
40663	5/28/2003	[***]
40666	6/24/2003	[***]
41076	6/23/2003	[***]
38372	12/11/2002	[***]
40197	4/10/2003	[***]
40685	5/28/2003	[***]
36886	9/1/2002	[***]
36895	8/28/2002	[***]
41289	6/30/2003	[***]
36891	8/28/2002	[***]

8

40191	4/10/2003	[	***]
39651	3/3/2003	[	***]
36866	8/28/2002	[	***]
36889	8/28/2002	[	***]
40659	5/28/2003	[	***]
40180	4/10/2003	[	***]
39333	2/10/2003	[	***]
39312	2/10/2003	[	***]
41495	7/10/2003	[	***]
40681	5/28/2003	[	***]
41793	7/28/2003	[	***]
40677	5/28/2003	[	***]
41771	7/28/2003	[	***]
41070	6/23/2003	[	***]
41080	6/23/2003	[	***]
41779	7/28/2003	[	***]
39307	2/10/2003	[	***]
38352	12/11/2002	[	***]
38387	12/11/2002	[	***]
40671	5/28/2003	[	***]
39298	2/10/2003	[	***]
40176	4/10/2003	[	***]
38338	12/11/2002	[	***]
40172	4/10/2003	[	***]
39511	2/25/2003	[	***]
39655	3/3/2003	[	***]
1391526	2/19/2003	[	***]
1460704	3/31/2003	[	***]
39472	2/21/2003	[	***]
40290	4/22/2003	[	***]
40328	4/25/2003	[	***]
40332	4/25/2003	[	***]
41510	7/10/2003	[	***]
	Total	[	***]
	Total Credits Due	[	***]
	Total Amount Due	[	***]

9

EX-10.18

Exhibit 10.18

Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Omissions are designated as [***].

Eleventh Amendment to Cost Sharing and IRU Agreement

THIS ELEVENTH AMENDMENT TO COST SHARING AND IRU AGREEMENT (the “Eleventh Amendment”) is entered into this              day of March 2004 by and between LEVEL 3 COMMUNICATIONS, LLC (“Grantor”), a Delaware limited liability company, and SAVVIS COMMUNICATIONS CORPORATION (“Grantee”), a Missouri corporation. Each of Grantee and Grantor shall herein be referred to as a “Party” and collectively as the “Parties”). Subject to the occurrence of the Effective Date (as defined herein), this Eleventh Amendment amends the provisions of that certain Cost Sharing and IRU Agreement dated as of May 25, 1999, as amended, by and between Grantor and CWA (defined below) (the “IRU Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the IRU Agreement.

Recitals

Cable & Wireless USA, Inc. (“CWA”) and Savvis Asset Holdings, Inc. (an Affiliate of Grantee) (“SAVVIS”) have executed a certain Amended and Restated Asset Purchase Agreement dated as of January 23, 2004 (the “APA”) pursuant to which SAVVIS has agreed to purchase, and CWA has agreed to sell, substantially all of the assets and operations of CWA and certain of its Affiliates. The APA and the transactions contemplated thereby were approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on or about January 23, 2004, in the case captioned In Re: Cable &. Wireless USA, Inc., et al., Case No. 03-13711 (the “Bankruptcy Case”).

CWA intends to assume, as modified hereby, the IRU Agreement and assign the IRU Agreement to Grantee, and Grantee intends to assume the IRU Agreement as modified hereby.

1. Assumption and Assignment of IRU Agreement. Grantee hereby agrees to assume, pursuant to the APA, the IRU Agreement as modified hereby (and those certain “Relevant CWA Agreements” as defined in that Amended and Restated Master Services Agreement between Grantor and Grantee dated of even date herewith (the “MSA”)).

2. Reimbursement for Relocations. The last sentence of Section 6.03 of the IRU Agreement shall be deleted effective as of August 1, 2004 (such that any costs incurred by Grantor prior to August 1, 2004 shall be reimbursed (subject to the following sentence), and any costs incurred on and after August 1, 2004 shall not be reimbursed). Grantee’s cumulative liability for cost reimbursement for work performed from the Effective Date through July 31, 2004 under the last sentence of Section 6.03 shall not exceed [***]. Notwithstanding the assumption of the IRU Agreement by Grantee and assignment thereof to SAVVIS, Grantee shall reimburse (in accordance with Section 6.03 of the IRU Agreement) Grantor for any post-petition but, as of the date hereof, unbilled relocation expenses relating to activities occurring prior to the Effective Date.

3. Reduction of Monthly Charge for Intra-City Segments. Section 13.02 of the IRU Agreement is hereby modified such that, from and after October 1, 2004, the Monthly Charge for each metropolitan ring (intra-city) Segment of the Grantor System shall be reduced by [***] of the then-current [***] Charge (which is presently, after application

of CPI adjustments, [***] multiplied by the number of Route Miles in each intra-city Segment). Such reduction shall not affect the [***] Charge respecting any intercity (long haul) Segment of the Grantor System (which is presently, after application of CPI adjustments [***] multiplied by the number of Route Miles in each intercity Segment).

4. IRU Power Requirements.

a. Grantee desires to reduce the amount of power purchased by it in each Regeneration and Opamp Facility, and Grantor desires to permit Grantee to so reduce its power requirements, and to perform the work needed to implement such reduction. From and after the Effective Date Grantee shall purchase and Grantor shall deliver the amount of power (on a breakered basis) as listed in Exhibit A attached hereto and incorporated herein by this reference. Grantor shall, commencing on the Effective Date, complete the work required to reduce the breakered power at each site listed in Exhibit A, and [***]. Grantor shall perform such work during standard maintenance windows and shall complete such work by March 31st, 2005.

b. Commencing April 1, 2004 and through the end of the Term, the total [***] recurring charges for the amount of power within each facility listed in Exhibit A attached hereto under the IRU Agreement shall be as follows: amounts for 2004 should be set now and not subject to adjustment, which amounts shall be invoiced by Grantor in advance and paid by Grantee in accordance with Section 4.03 of the IRU Agreement:

April, May and June 2004	$	[***]
July, August and September 2004	$	[***]
October, November and December 2004	$	[***]
On and After January 1, 2005	$	[***]

Charges for existing power after January 1, 2005 shall be subject to adjustment for increases in the CPI as set forth in Exhibit C to the IRU Agreement.

c. Incremental power required by Grantee shall be charged (subject to availability and on a breakered basis) in accordance with Exhibit C to the IRU Agreement. The current rates for AC and DC power (after application of the CPI adjustments through the date hereof) are set forth in Exhibit A attached.

d. Grantee shall have the right to reduce the aggregate amount of power listed in Exhibit A hereto (or the corresponding charges therefor) during the Term, but only on the fourth, eighth and twelfth anniversary of the Effective Date (which reduced level of power shall remain in place for the ensuing four-year period).

e. Notwithstanding anything to the contrary contained herein, or in the IRU Agreement, as amended, Grantee may request, in writing, alterations in the power requirements set forth in Exhibit A be reduced within one or more Regeneration or Opamp Facilities,

2

with a corresponding and simultaneous increase in power requirements at other Regeneration or Opamp Facilities (each such request shall be a “Power Portability Request”). In no event shall Grantee be permitted to deliver more than 15 Power Portability Requests in any 2 consecutive month period. Grantor shall perform all work required in order to implement the Power Portability Request. [***].

5. [***]

6. Surrender of Opamp and Regeneration Facility Space. Grantor may, one-time on a facility-by-facility basis (so that one election may be made at different times with respect to each facility), at its option (exercisable at any time during the Term), request that Grantee surrender up to (but not exceeding) [***] (measured in terms of square feet) of space currently occupied by CWA in each Regeneration Facility and Opamp Facility (provided, however, that in no event may Grantor reduce the space available to Grantee in any facility below [***] square feet). The costs associated with relocating any Grantee equipment needed to implement the surrender of such space shall be borne by Grantor. In no event shall the reduction contemplated herein give rise to a claim by Grantee for a refund of any amounts previously paid by CWA for such surrendered space).

3

7. Cross Default. The Parties agree that a breach by a Party under the MSA between the Parties shall also, solely during the Initial Term of the MSA, constitute a breach by such Party under the terms of the IRU Agreement. For the avoidance of doubt, this Section 7 shall be of no force and effect after the expiration of the Initial Term of the MSA.

8. Condition to Effectiveness. This Eleventh Amendment shall have no binding effect upon any Party until the Effective Date. If the Effective Date has not occurred on or before March 30, 2004, Level 3 shall have the unilateral right to terminate this Eleventh Amendment in its entirety, in which event the rights, remedies and obligations of the Parties shall remain as stated in the IRU Agreement, and this Eleventh Amendment shall be void ab initio. The “Effective Date” shall be the date upon which each and all of the Relevant CWA Agreements (including the IRU Agreement) are assumed by CWA and assigned to SAVVIS pursuant to the provisions of the APA.

9. Multiple Counterparts. This Eleventh Amendment may be executed in one or more counterparts, which when taken together, shall constitute one and the same document. The parties hereby agree that facsimile signatures are valid and binding on the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Eleventh Amendment as of the Effective Date.

LEVEL 3 COMMUNICATIONS, LLC	SAVVIS COMMUNICATIONS CORPORATION
By:	By:	/s/ Grier C. Raclin
Name:	Name:	Grier C. Raclin
Title:	Title:	Chief Legal Officer

4

EXHIBIT A

Revised Power Requirements

Site	Facility Type	Segment	Total (A&B) Loads	Current D/C Power Price/Amp*	Monthly Charge
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]

A-1

Site	Facility Type	Segment	Total (A&B) Loads	Current D/C Power Price/Amp*	Monthly Charge
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]

A-2

Site	Facility Type	Segment	Total (A&B) Loads	Current D/C Power Price/Amp*	Monthly Charge
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]

A-3

Site	Facility Type	Segment	Total (A&B) Loads	Current D/C Power Price/Amp*	Monthly Charge
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILAd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]

A-4

Site	Facility Type	Segment	Total (A&B) Loads	Current D/C Power Price/Amp*	Monthly Charge
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3Rd	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	ILA	[***]	[***]	[***]	[***]
[***]	3R	[***]	[***]	[***]	[***]
Totals			[***]		[***]

*Current pricing per amp has been adjusted for CPI based on the IRU Agreement.

A-5

Current Power Pricing:
Source:	- U.S. Department of Labor – Bureau of Labor Statistics
	- http://data.bls.gov/cgi-bin/surveymost
	- Beginning pricing ($[***] per amp A/C and $[***] D/C) per IRU Agreement

			Power Pricing ($/Amp)
Period	Index	% Change	D/C	A/C
1999	166.6		[***]	[***]
2000	172.2	3.36%	[***]	[***]
2001	177.1	2.85%	[***]	[***]
2002	179.9	1.58%	[***]	[***]
2003	184.0	2.28%	[***]	[***]

A-6

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Robert A. McCormick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SAVVIS Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2004	By: /s/ Robert A. McCormick
	Robert A. McCormick
	Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

I, Jeffrey H. Von Deylen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SAVVIS Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2004	By: /s/ Jeffrey H. Von Deylen
	Jeffrey H. Von Deylen
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer of SAVVIS Communications Corporation (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 15, 2004	By: /s/ Robert A. McCormick
	Robert A. McCormick
	Chairman and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Financial Officer of SAVVIS Communications Corporation (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 15, 2004	By: /s/ Jeffrey H. Von Deylen
	Jeffrey H. Von Deylen
	Chief Financial Officer