8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2006

SAVVIS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-29375	43-1809960
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 SAVVIS Parkway, Town & Country, Missouri	63017
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code: (314) 628-7000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 23, 2006, SAVVIS, Inc., a Delaware corporation (“SAVVIS”), and certain of its subsidiaries entered into a Purchase Agreement to sell substantially all of the assets related to SAVVIS’ content delivery network services (the “CDN Assets”) to Level 3 Communications, Inc., a Delaware corporation (“Level 3”).

Under the terms of the Purchase Agreement, Level 3 will pay $135 million in cash and assume certain liabilities for the CDN Assets. Upon closing, the transaction is anticipated to result in net proceeds to SAVVIS of approximately $125-130 million after fees, expenses and taxes. The purchase price is subject to certain customary post closing working capital adjustments. The sale is subject to certain customary closing conditions, including, among others, the receipt of regulatory approvals and certain third party consents. The Purchase Agreement contains representations, warranties and covenants of SAVVIS and Level 3, including tax and intellectual property representations and warranties of SAVVIS. The parties have agreed to indemnify each other for breaches of their representations, warranties and covenants.

In addition, on December 21, 2006, SAVVIS Communications Corporation, a Missouri corporation and a wholly-owned subsidiary of SAVVIS (the “Company”), entered into a fifteen-year triple-net lease agreement with Digital Piscataway, LLC (“Landlord”) for data center space (the “Lease”). The Company has two five-year options to renew the Lease. Base annual rent for the fifteen-year term of the Lease is initially approximately $3.2 million and will increase by 3.0% per year, representing a capital lease obligation of approximately $30.0 million to be recorded in 2007. The Company will be required to pay all of the costs associated with the operation of the facilities, including costs such as insurance, taxes, utilities and maintenance. The Lease imposes certain obligations on the Company and grants certain rights to the Landlord in the event of a default by the Company on the Lease. The Lease contains other customary representations, warranties, obligations, conditions, indemnification provisions and termination provisions associated with leases of this nature.

The foregoing description of the Purchase Agreement and the Lease do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibit 2.1 and Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 8.01. OTHER EVENTS.

SAVVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements present the pro forma financial position and results of operations of SAVVIS, Inc. and Subsidiaries (the “Company”) based upon historical financial information after giving effect to the sale of substantially all of the assets related to the Company’s Content Delivery Network services (“CDN”) to Level 3 Communications, Inc. (“Level 3”), pursuant to the Purchase Agreement dated December 23, 2006 between the Company and Level 3. Management believes it is highly probable the transaction will close in the first quarter of 2007 and therefore has included the unaudited pro forma condensed consolidated financial statements herein.

The unaudited pro forma condensed consolidated financial statements presented herein have been prepared in accordance with Article 11 of Regulation S-X and are based upon the Company’s audited consolidated financial statements for the year ended December 31, 2005 and the unaudited consolidated financial statements for the nine months ended September 30, 2006 and certain assumptions, as set forth in the notes to unaudited pro forma financial statements, that the Company believes are reasonable. The unaudited pro forma condensed consolidated balance sheet is presented as if the sale had been completed on September 30, 2006 and the unaudited pro forma condensed consolidated statements of operations are presented as if the sale had been completed on January 1, 2005. The pro forma adjustments presented herein are based on estimates and certain information that is currently available and may change as additional information becomes available. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results of operations or the financial position that would have resulted had the sale of CDN been completed at the beginning of or as of the periods presented, nor is it indicative of the results of operations in future periods or the future financial position of the Company.

SAVVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2006

(dollars in thousands)

	SAVVIS Historical			Disposition and Pro Forma Adjustments					SAVVIS Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	78,149		$	135,000		(b	)	$	213,149
Trade accounts receivable, net		44,156			(2,536	)	(a	)		41,620
Prepaid expenses and other current assets		24,258			(107	)	(a	)		24,151
Total Current Assets		146,563			132,357					278,920
Property and equipment, net		277,296			(2,727	)	(a	)		274,569
Intangible assets, net		5,030			(1,845	)	(a	)		3,185
Other non-current assets		13,540			—					13,540
Total Assets	$	442,429		$	127,785				$	570,214
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Payables and other trade accruals	$	45,430		$	(992	)	(a	)	$	44,438
Current portion of capital and financing method lease obligations		2,597			—					2,597
Other accrued liabilities		82,382			(692	)	(a	)		90,083
					8,393		(c	)
Total Current Liabilities		130,409			6,709					137,118
Long-term debt		255,846			—					255,846
Capital and financing method lease obligations, net of current portion		113,152			—					113,152
Other accrued liabilities		84,697			(276	)	(a	)		84,421
Total Liabilities		584,104			6,433					590,537
Stockholders’ Deficit:
Common stock		512			—					512
Additional paid-in capital		687,895			—					687,895
Accumulated deficit		(827,651	)		121,352		(d	)		(706,299	)
Accumulated other comprehensive loss		(2,431	)		—					(2,431	)
Total Stockholders’ Deficit		(141,675	)		121,352					(20,323	)
Total Liabilities and Stockholders’ Deficit	$	442,429		$	127,785				$	570,214

SAVVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(dollars in thousands, except share amounts)

	SAVVIS Historical			Disposition and Pro Forma Adjustments					SAVVIS Pro Forma
Revenue	$	563,300		$	(14,383	)	(e	)	$	548,917
Operating Expenses:
Cost of revenue		346,555			(9,155	)	(e	)		337,400
Sales, general, and administrative expenses		142,551			(2,329	)	(e	)		140,222
Depreciation, amortization, and accretion		60,370			(915	)	(e	)		59,455
Total Operating Expenses		549,476			(12,399	)				537,077
Income from Operations		13,824			(1,984	)				11,840
Net interest expense and other		50,941			—					50,941
Net Loss		(37,117	)		(1,984	)				(39,101	)
Accreted and deemed dividends on Series A Convertible Preferred stock		262,810			—					262,810
Net Loss Attributable to Common Stockholders	$	(299,927	)	$	(1,984	)			$	(301,911	)
Basic and Diluted Loss per Common Share	$	(11.68	)						$	(11.76	)
Basic and Diluted Weighted Average Common Shares Outstanding		25,681,868								25,681,868

SAVVIS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

(dollars in thousands, except share amounts)

	SAVVIS Historical			Disposition and Pro Forma Adjustments					SAVVIS Pro Forma
Revenue	$	667,012		$	(18,149	)	(e	)	$	648,863
Operating Expenses:
Cost of revenue		435,548			(12,734	)	(e	)		422,814
Sales, general, and administrative expenses		154,167			(3,055	)	(e	)		151,112
Depreciation, amortization, and accretion		74,888			(654	)	(e	)		74,234
Restructuring charges, net		3,340			—					3,340
Integration costs		2,745			—					2,745
Total Operating Expenses		670,688			(16,443	)				654,245
Loss from Operations		(3,676	)		(1,706	)				(5,382	)
Net interest expense and other		65,393			—					65,393
Net Loss		(69,069	)		(1,706	)				(70,775	)
Accreted and deemed dividends on Series A Convertible Preferred stock		41,715			—					41,715
Net Loss Attributable to Common Stockholders	$	(110,784	)	$	(1,706	)			$	(112,490	)
Basic and Diluted Loss per Common Share	$	(9.19	)						$	(9.33	)
Basic and Diluted Weighted Average Common Shares Outstanding		12,060,647								12,060,647

SAVVIS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Pro Forma Adjustments

(a) To eliminate substantially all historical assets and liabilities of CDN.

(b) To reflect the cash proceeds from the sale of CDN of $135.0 million.

(c) To account for estimated accrued liabilities related to the sale; including transaction costs, taxes and any working capital adjustments.

(d) To reflect the gain, net of tax, on the sale of CDN.

(e) To eliminate the historical revenues and expenses of CDN.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
2.1	Purchase Agreement dated as of December 23, 2006, by and among SAVVIS, Inc., SAVVIS Communications Corporation, the foreign entities that are signatories thereto, Level 3 Communications, LLC, and Level 3 Communications, Inc.
10.1	Data Center Lease dated December 21, 2006, by and between SAVVIS Communications Corporation and Digital Piscataway, LLC.

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 hereunto duly authorized.

	SAVVIS, INC.
Date: December 28, 2006	By:	/s/ Jeffrey H. VonDeylen
	Name:	Jeffrey H. Von Deylen
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Purchase Agreement dated as of December 23, 2006, by and among SAVVIS, Inc., SAVVIS Communications Corporation, the foreign entities that are signatories thereto, Level 3 Communications, LLC, and Level 3 Communications, Inc.
10.1	Data Center Lease dated December 21, 2006, by and between SAVVIS Communications Corporation and Digital Piscataway, LLC.

EX-2.1

Exhibit 2.1

EXECUTION COPY

PURCHASE AGREEMENT

AMONG

SAVVIS, INC.,

SAVVIS COMMUNICATIONS CORPORATION,

THE FOREIGN ASSET SELLERS NAMED ON ANNEX 1 HERETO,

LEVEL 3 COMMUNICATIONS, LLC

AND

LEVEL 3 COMMUNICATIONS, INC.

Dated as of December 23, 2006

SECTION 1. DEFINITIONS.			1
SECTION 2. PURCHASE AND SALE.			9
	SECTION 2.1.	Components of Purchase Price	9
	SECTION 2.2.	Closing Date Transactions	9
	SECTION 2.3.	Substitution of Buyers	9
	SECTION 2.4.	Allocation of Purchase Price.	10
	SECTION 2.5.	Further Assurances	10
SECTION 3. ADJUSTMENT TO PURCHASE PRICE.			11
	SECTION 3.1.	Net Working Capital	11
	SECTION 3.2.	Closing Determination	11
	SECTION 3.3.	Post-Closing Determination	11
	SECTION 3.4.	Post-Closing Adjustment.	13
SECTION 4. CLOSING.			13
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SAVVIS PARENT AND THE SELLERS.			13
	SECTION 5.1.	Corporate Organization	13
	SECTION 5.2.	Qualification to Do Business	14
	SECTION 5.3.	No Conflict or Violation	14
	SECTION 5.4.	Consents and Approvals	14
	SECTION 5.5.	Authorization and Validity of Agreement	15
	SECTION 5.6.	Title to Membership Units	15
	SECTION 5.7.	Limited Operations	15
	SECTION 5.8.	Employees and Contractors.	15
	SECTION 5.9.	Financial Information.	16
	SECTION 5.10.	Absence of Certain Changes or Events.	17
	SECTION 5.11.	Tax Matters	18
	SECTION 5.12.	Absence of Undisclosed Liabilities	20
	SECTION 5.13.	Property.	20
	SECTION 5.14.	Contributed Property and Purchased Assets.	21
	SECTION 5.15.	Patents.	21
	SECTION 5.16.	Intellectual Property.	22
	SECTION 5.17.	Licenses and Permits	24
	SECTION 5.18.	Compliance with Law	25
	SECTION 5.19.	Litigation	25
	SECTION 5.20.	Contracts.	25
	SECTION 5.21.	Network Operations.	27
	SECTION 5.22.	Employee Plans.	28
	SECTION 5.23.	Insurance	29
	SECTION 5.24.	Transactions with Directors, Officers, Managers, and Affiliates	29
	SECTION 5.25.	Suppliers and Customers.	30
	SECTION 5.26.	Labor Matters.	30
	SECTION 5.27.	Environmental Matters	31
	SECTION 5.28.	No Brokers	32
	SECTION 5.29.	No Other Representations or Warranties	32

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SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE BUYER AND LEVEL 3.			32
	SECTION 6.1.	Corporate Organization	32
	SECTION 6.2.	Qualification to Do Business	32
	SECTION 6.3.	No Conflict or Violation	33
	SECTION 6.4.	Consents and Approvals	33
	SECTION 6.5.	Authorization and Validity of Agreement	33
	SECTION 6.6.	No Brokers	33
	SECTION 6.7.	Sufficiency of Funds	34
	SECTION 6.8.	No Other Representations or Warranties	34
SECTION 7. COVENANTS OF SAVVIS PARENT, SAVVIS AND THE OTHER SELLERS.			34
	SECTION 7.1.	Conduct of Business Before the Closing Date	34
	SECTION 7.2.	Consents and Approvals.	37
	SECTION 7.3.	Access to Properties and Records	38
	SECTION 7.4.	Contribution Transactions	38
	SECTION 7.5.	Negotiations	38
	SECTION 7.6.	Reasonable Efforts	39
	SECTION 7.7.	Notice of Breach	39
	SECTION 7.8.	Non-Compete	39
	SECTION 7.9.	Non-Solicitation.	40
	SECTION 7.10.	Accounts Receivable	40
	SECTION 7.11.	Tax Matters.	41
	SECTION 7.12.	Additional Assets	42
	SECTION 7.13.	Exclusion Option.	42
	SECTION 7.14.	Cease of Use	43
SECTION 8. COVENANTS OF LEVEL 3 AND THE BUYER.			43
	SECTION 8.1.	Commercially Reasonably Efforts	43
	SECTION 8.2.	Consents and Approvals	43
	SECTION 8.3.	Notice of Breach	43
	SECTION 8.4.	Employees and Employee Benefits.	44
SECTION 9. INDEMNIFICATION.			47
	SECTION 9.1.	Survival.	47
	SECTION 9.2.	Indemnification by the Sellers.	48
	SECTION 9.3.	Indemnification by Level 3 and the Buyer.	50
	SECTION 9.4.	Procedures for Indemnification	51
	SECTION 9.5.	Tax Treatment of Indemnification Payments	52
	SECTION 9.6.	Exclusive Remedy	53
SECTION 10. CONDITIONS PRECEDENT TO PERFORMANCE BY SAVVIS PARENT AND THE SELLERS.			53
	SECTION 10.1.	Representations and Warranties of the Buyer and Level 3	53

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	SECTION 10.2.	Performance of the Obligations of the Buyer and Level 3	53
	SECTION 10.3.	HSR Act	53
	SECTION 10.4.	No Violation of Orders	54
	SECTION 10.5.	Other Agreements	54
SECTION 11. CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER AND LEVEL 3.			54
	SECTION 11.1.	Representations and Warranties of SAVVIS Parent and the Sellers	54
	SECTION 11.2.	Performance of the Obligations of SAVVIS Parent and the Sellers	54
	SECTION 11.3.	Consents and Approvals	55
	SECTION 11.4.	HSR Act	55
	SECTION 11.5.	No Violation of Orders	55
	SECTION 11.6.	Other Agreements	55
	SECTION 11.7.	Other Closing Documents	55
	SECTION 11.8.	Contribution	55
	SECTION 11.9.	Employees	56
	SECTION 11.10.	No Material Adverse Change	56
	SECTION 11.11.	Material Agreements	56
	SECTION 11.12.	Credit Agreement	56
	SECTION 11.13.	Contribution Transactions	56
	SECTION 11.14.	Tax Related Documentation	56
SECTION 12. TERMINATION.			56
	SECTION 12.1.	Conditions of Termination	56
	SECTION 12.2.	Effect of Termination	57
SECTION 13. MISCELLANEOUS.			57
	SECTION 13.1.	Successors and Assigns.	57
	SECTION 13.2.	Governing law, Jurisdiction	58
	SECTION 13.3.	Expenses	58
	SECTION 13.4.	Severability	58
	SECTION 13.5.	Notices	58
	SECTION 13.6.	Parent Guaranties.	59
	SECTION 13.7.	Amendments; Waivers	59
	SECTION 13.8.	Public Announcements	60
	SECTION 13.9.	Entire Agreement	60
	SECTION 13.10.	Parties in Interest	60
	SECTION 13.11.	Scheduled Disclosures	60
	SECTION 13.12.	Section and Paragraph Headings	60
	SECTION 13.13.	Counterparts	61

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PURCHASE AGREEMENT

PURCHASE AGREEMENT, dated as of December 23, 2006 (this “Agreement”), by and among SAVVIS, Inc., a Delaware corporation (“SAVVIS Parent”), SAVVIS Communications Corporation, a Missouri corporation (“SAVVIS”), the entities listed on Annex 1 hereto (the “Foreign Asset Sellers” and, together with SAVVIS, the “Sellers”), Level 3 Communications, LLC, a Delaware limited liability company (the “Buyer”), and Level 3 Communications, Inc., a Delaware corporation (“Level 3”).

W I T N E S S E T H:

WHEREAS, SAVVIS is an IP network and hosting provider that, together with the Foreign Asset Sellers, conducts the Business (as defined below);

WHEREAS, pursuant to that certain Contribution Agreement, to be entered into on or prior to the Closing by SAVVIS and Mount Shasta Acquisition LLC, a newly formed Delaware limited liability company (the “Company”) in the form attached hereto as Exhibit A (the “Contribution Agreement”), SAVVIS shall contribute on or prior to the Closing substantially all of the assets of the Business in consideration of the issuance by the Company to SAVVIS of 100 membership units of the Company (collectively, the “Membership Units”), which units shall represent one hundred percent (100%) of the outstanding equity interests of the Company (such contribution is referred to as the “Contribution Transactions”);

WHEREAS, following the consummation of the Contribution Transactions, the Buyer desires to purchase from SAVVIS, and SAVVIS desires to sell to the Buyer, the Membership Units, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, concurrent with the purchase and sale of the Membership Units, the Buyer desires to purchase from the Foreign Asset Sellers and SAVVIS, and the Foreign Asset Sellers and SAVVIS desire to sell to the Buyer, certain assets related to the Business, in each case, upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements hereinafter contained, the parties hereby agree as follows:

SECTION 1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

“Acquired Assets” — See Section 5.11(a);

“Action” — See Section 5.19;

“Affiliates” shall mean, with respect to a Person, any Person, directly or indirectly, controlling, controlled by or under common control with the Person specified;

“Agreement” — See Preamble hereto;

“Allocation” — See Section 2.4(a);

“Assigned Contracts” shall have the meaning set forth in the Contribution Agreement.

“Bankruptcy Laws and Equitable Principles” — See Section 5.5;

“Bonus Plans” — See Section 8.4(h);

“Business” shall mean the service provided by a service provider (the “Service Provider”) to its customers of delivering content (such as, for example, image files, video and audio files (including streamed video and audio data), web sites, web pages, software programs and other software files, and the like) (collectively, “content”) to users on behalf of the Service Provider’s customers from a network of content delivery servers of the Service Provider (including caches on such servers) (the “CDN”) instead of directly from origin servers, wherein (i) the content is replicated from the origin servers to one or more servers in the CDN and (ii) users’ requests for the content are directed to, and the requested content is served to the requesting users from, one or more servers in the CDN that are selected to deliver the content based on certain server-selection criteria, such as, for example, business rules, cost analysis, load balancing and/or performance criteria (the “Server Selection Criteria”) (the “CDN Service”). “Business” shall also mean (a) the service known as “Intelligent Traffic Management” or “ITM” provided by the Service Provider of a distributed network of domain name service (DNS) servers in a CDN that together implement Service Provider- and/or customer-selectable policies specifying how requests for content are to be directed, whereby the customer and/or the Service Provider can set policies to cause the CDN to send certain requests for content (or a portion thereof) to particular customer servers, particular CDN servers, and/or a third party content delivery network (“ITM”), and/or (b) the service known as “Applications at the Edge” or “AATE” provided by the Service Provider of executing customer software applications on behalf of its customers on a CDN instead of on the customers’ origin servers, where (i) the executable software code of the applications is selectively replicated from the origin servers to servers in the CDN, (ii) each user’s request to execute the applications is directed to, and the requested applications are executed on behalf of the requesting user by, a particular server in the CDN that is selected to handle that request based on the Server Selection Criteria, and (iii) the data needed by the applications may be obtained, if needed, from a server outside the CDN (“AATE”). Also, for avoidance of doubt, the “CDN Services” in any event excludes managed hosting services provided to a particular customer in which the content is hosted on one or more servers, each of which is dedicated to that particular customer and the resources of each of which are allocated to and dedicated to hosting for or on behalf of that particular customer; provided that, for purposes of this sentence, a “server” shall mean a physical server or a virtual server. In any event, “Business” shall exclude the Retained SAVVIS Businesses;

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which banks in the State of New York are required or authorized to close;

“Business Employees” — See Section 5.8(a);

“Buyer” — See Preamble hereto;

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“Buyer Indemnitees” — See Section 9.2(a);

“Buyer Parties” — See Section 9.4;

“Buyer’s Adjusted Net Working Capital Report” — See Section 3.3;

“CDN Servers” — See Section 5.21(b);

“Closing” — See Section 4;

“Closing Adjusted Net Working Capital” — See Section 3.3;

“Closing Date” — See Section 4;

“Closing Working Capital Report” — See Section 3.3;

“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, including rules and regulations adopted thereunder;

“Code” shall mean the Internal Revenue Code of 1986, as amended, including rules and regulations adopted thereunder;

“Company” — See Recitals hereto;

“Competitive Business” — See Section 7.8;

“Confidentiality Agreement” shall mean that certain Non-Disclosure Agreement by and among SAVVIS Communications and Level 3, dated November 12, 2002, as amended;

“Contracts” — See Section 5.20(c);

“Contributed Property” shall have the meaning set forth in the Contribution Agreement;

“Contribution Agreement” — See Recitals hereto;

“Contribution Transactions” — See Recitals hereto;

“Corporate Agreements” – See Section 5.20(c)(ii);

“Employment Regulations” — See Section 5.26(e);

“Environmental laws” shall mean any applicable laws, regulations or other requirements of law relating to pollution or the protection of the environment or natural resources;

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, including the rules and regulations adopted thereunder;

3

“ERISA Affiliate” shall mean any Person under common control, or treated as a single employer, with the Sellers or any of their Subsidiaries, within the meaning of Section 414(b), (c), (m) or (o) of the Code;

“Estimated Adjusted Net Working Capital” — See Section 3.2;

“Estimated Working Capital Report” — See Section 3.2;

“Excluded Current Assets” shall mean current assets solely related to the Business that are either (i) not contributed to the Company in the Contribution Transactions or (ii) not conveyed to the Buyer pursuant to this Agreement;

“Excluded Current Liabilities” shall mean current liabilities solely related to the Business that are either (i) related to Excluded Current Assets, (ii) arise from the termination of contracts that are Excluded Foreign Assets pursuant to Section 7.13(a) or (iii) not otherwise assumed or paid by the Buyer;

“Excluded Foreign Assets” — See Section 7.13(a);

“Exclusion Option” — See Section 7.13(a);

“Financial Statements” — See Section 5.9(b);

“Foreign Asset Sellers” — See Preamble hereto;

“GAAP” shall mean U.S. generally accepted accounting principles, applied on a consistent basis;

“Governmental Entity” shall mean any federal, state, local or foreign court, governmental, regulatory or other public body, agency or authority (including self-regulatory organizations), domestic or foreign;

“Hazardous Material” shall mean any hazardous substance, hazardous waste, contaminant, pollutant, or toxic substance as defined under applicable Environmental laws, including petroleum and its fractions;

“HSR Act” — See Section 5.4;

“Indemnitee” — See Section 9.4;

“Indemnitor” — See Section 9.4;

“Independent Accounting Firm” — See Section 3.3;

“Infringement Excluded Liability” – See Section 9.2(b)(ii)(B);

“Intellectual Property” shall mean all U.S. and foreign rights under patent, copyright, moral rights, trademark and service mark (including the goodwill associated therewith), trade name, trade dress, industrial design, database rights, domain name, and trade

4

secret laws or any other similar statutory provisions or common law doctrines, including any of the foregoing rights in Software and Technology; all patents and patent applications in any jurisdiction pertaining to the foregoing, including the Patents, and any re-issues, re-examine applications, continuations, substitutes, divisionals, continuations-in-part, renewals or extensions claiming priority or otherwise corresponding thereto, and all other applications or registrations related to the foregoing and all claims and causes of actions related to the foregoing, including the right to seek past, present and future damages;

“International Employees” — See Section 5.26(e);

“IRS” shall mean the Internal Revenue Service;

“Leased Real Property” — See Section 5.13(b);

“Leases” — See Section 5.13(b);

“License Agreement” shall mean that certain license agreement to be entered into upon, and dated as of, the Closing Date, in the form attached hereto as Exhibit E;

“Level 3” — See Preamble hereto;

“Level 3 Material Adverse Effect” shall mean any effect, change or development that has had, or is reasonably likely to have, individually or in the aggregate, a material and adverse effect on the ability of the Buyer or Level 3 to consummate the transactions contemplated hereby, including as a consequence of any material impediment, interference or delay;

“Licenses and Permits” — See Section 5.17;

“Lien” shall mean any mortgage, pledge, security interest, encumbrance or title defect, lease, lien (statutory or other), conditional sale agreement, or similar claim, charge, limitation or restriction;

“Listed Intellectual Property” — See Section 5.16(b);

“Listed Third-Party Intellectual Property Agreements” — See Section 5.16(c);

“LLC Agreement” shall mean the amended and restated limited liability company operating agreement of the Company, in substantially the form attached hereto as Exhibit C;

“Losses” — See Section 9.2(a);

“Material Adverse Effect” shall mean any effect, change or development that has had, or is reasonably likely to have, individually or in the aggregate, a material and adverse effect (a) with respect to the assets, liabilities, results of operations, properties or condition (financial or otherwise) of the Business, taken as a whole, or (b) on the ability of the Sellers, as a whole, to consummate the transactions contemplated hereby, including as a consequence of any material impediment, interference or delay; provided that any adverse effect, change or

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development arising from or relating to (1) general business or economic conditions, (2) effects, changes or developments that generally affect the industry in which the Business is operated, (3) effects, changes or developments in the financial, foreign exchange or securities markets or the economy in general in the U.S. or internationally including any disruption thereof, (4) the announcement, execution, delivery or pendency of this Agreement or the other Transaction Documents, or the consummation of the Contribution Transactions or any transactions contemplated hereby, other than with respect to any and all claims arising out of or resulting from such announcement, execution, delivery, pendency or consummation, or (5) the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, so long as, in the case of clauses (1) through (6) above, the Business is not disproportionately affected in any material respect by such effect, change or development, shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, such a Material Adverse Effect;

“Membership Units” — See Recitals hereto;

“Net Working Capital” — See Section 3.1;

“Non-Patent Intellectual Property” shall mean all Intellectual Property other than the Patents;

“October Working Capital Report” — See Section 5.9(a);

“Organizational Documents” shall mean certificates of incorporation, by-laws, certificates of formation, limited liability company operating agreements, limited liability partnership agreements, partnership or limited partnership agreements or other similar formation or governing documents of a particular entity;

“Patents” shall mean the patents and patent applications set forth on Schedule 5.15(a), and all re-issues, reexamine applications, continuations, divisionals, substitutes, continuations-in-part, renewals or extensions of any of the foregoing;

“Permitted Lien” shall mean, with respect to any Purchased Asset or Contributed Property, (a) the Liens set forth on Schedule 1.2 hereto, (b) liens for Taxes not yet due and payable and (c) builders’, mechanics’, warehousemen’s, materialmen’s, contractors’, workmen’s, repairmen’s or carriers’ liens and similar liens;

“Person” shall mean any individual, corporation, company, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Entity or other entity;

“Post-Closing Tax Period” shall mean any taxable period beginning after the Closing Date and the portion starting the day following the Closing Date of any Straddle Period;

“Pre-Closing Taxes” shall mean any Taxes imposed on any of the Acquired Assets, the Sellers or the Company with respect to a Pre-Closing Tax Period other than Taxes

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imposed on the Company by reason of transactions effected on the Closing Date after the Closing while the Company is under the control of the Buyer (including without limitation, any Taxes for which the Sellers or the Company are liable by reason of inclusion of Sellers or the Company or their predecessors in a consolidated, combined, unitary or similar Tax Return or similar filing, such as pursuant to Treasury Regulations § 1.1502-6 or similar provision);

“Pre-Closing Tax Period” shall mean any taxable period ending on or before the Closing Date and the portion ending on and including the Closing Date of any Straddle Period;

“Property Taxes” — See Section 7.11(c);

“PTO” — See Section 8.4(f);

“PTO Policy” — See Section 8.4(f);

“Purchase Price” — See Section 2.1;

“Purchased Assets” — See Section 2.1;

“Reseller Agreement” shall mean that certain resale services agreement, to be dated as of the Closing Date, in substantially the form attached hereto as Exhibit B;

“Retained SAVVIS Businesses” shall mean services not included in SAVVIS’s Content Delivery Network business as of the Closing Date. “Retained SAVVIS Businesses” includes (a) managed networks services (including, without limitation, the business of providing Internet access, virtual private network, carrier transit and multicasting services); (b) managed hosting services (including, without limitation, the business of providing hosting, dedicated and virtual server, storage, firewall and load balancing services); (c) managed security services (including, without limitation, the business of providing security utility, security solution, security management and security monitoring services); (d) colocation services (including, without limitation, the business of providing space for information technology equipment and the power and cooling therefor); and (e) the business formerly known as WAM!NET. “Retained SAVVIS Businesses” also includes professional services relating to any of the foregoing;

“Revenues” — See Section 7.8;

“SAVVIS” — See Preamble hereto;

“SAVVIS Parent” – See Preamble;

“Seller Benefit Plans” — See Section 5.22(a);

“Seller Parties” – See Section 9.4;

“Sellers” — See Preamble hereto;

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“Sellers’ Knowledge,” or “Knowledge of SAVVIS”, and other similar phrases shall mean the actual knowledge of the individuals listed on Schedule 1.3 with responsibility for the matters in question;

“Software” shall mean computer software and databases, including but not limited to source code; object code or executable code; and programming tools, drawings, specifications and data related thereto, in any form, together with all related documentation;

“Straddle Period” shall mean any taxable period that commences prior to and includes (but does not end on) the Closing Date;

“Subsidiaries” shall mean, with respect to any Person, any corporation, association or other business entity of which more than 50% of the total voting power of shares of stock or other equity interest entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereto is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof;

“Substitute Buyer” — See Section 2.3;

“Target Working Capital” shall mean Nine Hundred Thousand Dollars ($900,000);

“Taxes” shall mean all federal, state, local or foreign taxes or similar fees and charges payable to a Governmental Entity, including, without limitation, income, gross income, gross receipts, production, excise, employment, sales, use, transfer, ad valorem, value added, profits, license, capital stock, franchise, severance, stamp, withholding, Social Security, employment, unemployment, disability, worker’s compensation, payroll, utility, windfall profit, custom duties, personal property, real property, registration, alternative or add-on minimum, estimated taxes, including any interest, penalties or additions thereto, whether disputed or not; and “Tax” shall mean any one of them;

“Tax Return” shall mean any report, return, information return, filing, claim for refund or other information, including any schedules or attachments thereto, and any amendments to any of the foregoing required to be supplied to a taxing authority in connection with Taxes;

“Technology” shall mean, collectively, designs, formulas, algorithms, processes, procedures, models, methods (including but not limited to business methods), techniques, ideas, know-how, Software, tools, data and databases, confidential and proprietary information, inventions (whether or not patentable), creations, improvements, writings, designs, mask works or other works of authorship, and all recordings, graphs, drawings, reports, analyses, other writings, and any embodiment of the above, in any form whether or not specifically listed herein; but excluding in each case the Patents and patent rights;

“Termination Payments” — See Section 7.13(b);

“Total Tax Consideration” — See Section 2.4(a);

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“Transaction Documents” shall mean this Agreement, the Contribution Agreement, the LLC Agreement, the Transition Services Agreement, the Reseller Agreement and the License Agreement;

“Transferred Employees” — See Section 8.4(a);

“Transition Services Agreement” shall mean that certain transition services agreement, to be dated as of the Closing Date, in substantially the form attached hereto as Exhibit D; and

“Vendor Contracts” — See Section 5.20(c)(ii).

SECTION 2. PURCHASE AND SALE.

SECTION 2.1. Components of Purchase Price. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Sellers set forth below, on the Closing Date (i) SAVVIS shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and accept from SAVVIS, the Membership Units, free and clear of all Liens, and (ii) the Foreign Asset Sellers and SAVVIS shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and accept from the Foreign Asset Sellers and SAVVIS, all right, title and interest of the Foreign Asset Sellers and SAVVIS in and to the assets listed on Annex 2 hereto (the “Purchased Assets”), in each case, free and clear of all Liens (other than Permitted Liens), for a total purchase price of One Hundred Thirty-Five Million Dollars ($135 million) in cash (as such amount may be adjusted pursuant to Section 3 hereof, the “Purchase Price”) and the assumption of the liabilities listed on Annex 3 hereto (the “Foreign Assumed Liabilities”).

SECTION 2.2. Closing Date Transactions. On the Closing Date, the Buyer shall pay the Purchase Price by wire transfer of immediately available funds to such account (or accounts) as SAVVIS shall, not less than three Business Days prior to the Closing Date, designate in writing to the Buyer. On the Closing Date, (a) SAVVIS shall (i) deliver to the Buyer evidence of the Membership Units being purchased by the Buyer and (ii) deliver the LLC Agreement, which will reflect, effective as of the Closing Date, the admission of the Buyer as the sole member of the Company and the withdrawal of SAVVIS as a member of the Company and (b) the Foreign Asset Sellers and SAVVIS shall deliver to the Buyer any deeds, bills of sale, endorsements, assignments and other instruments of transfer and conveyance with respect to the Purchased Assets satisfactory in form and substance to counsel of the Buyer.

SECTION 2.3. Substitution of Buyers. Upon reasonable prior written notice to the Sellers, the Buyer may substitute one or more of its direct or indirect Subsidiaries (each, a “Substitute Buyer”) as the

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purchaser of any of the Purchased Assets. In the event any Substitute Buyer is designated pursuant to this Section 2.3, such Substitute Buyer shall execute this Agreement and shall become bound hereby to the same extent as if such Substitute Buyer were the original Buyer hereunder; provided that (i) the original Buyer shall remain bound hereby, and (ii) Level 3 hereby guarantees the full and timely payment and performance of such Substitute Buyer’s obligations pursuant to this Agreement and the other Transaction Documents.

SECTION 2.4. Allocation of Purchase Price.

(a) The Buyer and SAVVIS agree to treat the sale of the Membership Units as a sale of the assets of the Company by SAVVIS to the Buyer for all federal, state and local income Tax purposes, as well as state and local income Tax purposes to the extent legally permitted by reason of conformity to federal tax treatment of the Company as an entity disregarded as separate from its owner. As soon as reasonably practicable, but not later than 120 days following the Closing Date, the Buyer shall prepare and deliver to SAVVIS a schedule which shall set forth its allocation of total consideration paid hereunder for the Acquired Assets (the “Total Tax Consideration”, consisting of the Purchase Price, liabilities and other related items properly includible therein) among the Acquired Assets (the “Allocation”). The Allocation shall be consistent with the fair market values of any assets that are set forth on Schedule 2.4(a) or subsequently agreed to in writing between Buyer and SAVVIS and their respective Affiliates. Promptly following any adjustment to the Total Tax Consideration, Buyer shall provide to SAVVIS a revised Allocation reflecting the effect of such adjustment. SAVVIS shall, within 30 days after the date on which an Allocation is delivered to SAVVIS, provide the Buyer with a written notice stating those items to which SAVVIS takes exception. If a change proposed by SAVVIS is disputed by the Buyer, then SAVVIS and the Buyer shall negotiate in good faith to resolve such dispute. If and to the extent the Buyer and SAVVIS agree to the Allocation, the parties further agree to act, and to cause their Affiliates to act, consistently with the Allocation in any federal, state and local income and franchise Tax Returns.

(b) Promptly after the Closing Date (but not before a resolution of all disputes, if any, with regard to the Closing Balance Sheet), the Buyer shall prepare with respect to it and its Affiliates, and SAVVIS shall prepare with respect to it and its Affiliates, in consultation with the parties hereto, those statements or forms (including Form 8594) required by Section 1060 of the Code and the Treasury regulations promulgated thereunder with respect to the Allocation. Such statements or forms shall be prepared consistently with the Allocation if and to the extent the Buyer and SAVVIS agree to the Allocation. Such statements or forms shall be filed by the parties on their respective federal income Tax Returns as required by Section 1060 of the Code and the Treasury regulations promulgated thereunder and each party shall provide the other party with a copy of such statement or form as filed and any subsequently filed amendment thereto. The Buyer and SAVVIS agree to promptly notify the other party of any proposed challenge by a Taxing Authority to the allocation of the Total Tax Consideration among the Acquired Assets.

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SECTION 2.5. Further Assurances. Consistent with the terms and conditions of this Agreement and to effectuate the purposes of this Agreement and the Contribution Transactions, after the Closing Date, the Sellers and their Affiliates shall execute and deliver to the Buyer such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and such other documents reasonably requested by the Buyer in order to perfect title of the Buyer and its Affiliates to the assets, rights and business conveyed hereunder and shall transfer to the Buyer the proceeds (insurance, litigation or otherwise) of such assets realized or received by the Sellers or its Affiliates after the Closing Date.

SECTION 3. ADJUSTMENT TO PURCHASE PRICE.

SECTION 3.1. Net Working Capital. Schedule 3.1 sets forth a calculation of the current assets, less the current liabilities, in each case solely relating to the Business, as of October 31, 2006. For purposes of this Agreement, “Net Working Capital” means, as of any date, the current assets solely relating to the Business (other than Excluded Current Assets) less the current liabilities solely relating to the Business (other than Excluded Current Liabilities). The Net Working Capital, as of any specified date, shall be calculated using the same accounting principles, procedures, policies and methods employed in preparing the October Working Capital Report.

SECTION 3.2. Closing Determination. Not more than seven (7) Business Days nor less than three (3) Business Days before the Closing Date, SAVVIS shall, in good faith using then available financial information for the Business, prepare and deliver to the Buyer a separate report (the “Estimated Working Capital Report”) setting forth an estimate of the Net Working Capital as of 12:01 a.m. on the Closing Date (the “Estimated Adjusted Net Working Capital”). The Estimated Working Capital Report shall be prepared in good faith using the then-available financial information for the Business and shall be prepared in the same manner as the October Working Capital Report and following the accounting principles, procedures, policies and methods employed in preparing the October Working Capital Report. If (i) the Estimated Adjusted Net Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased on a dollar-for-dollar basis at Closing by the amount of such excess and (ii) the Estimated Adjusted Net Working Capital is less than the Target Working Capital, the Purchase Price shall be reduced on a dollar-for-dollar basis at Closing by the amount of such deficiency.

SECTION 3.3. Post-Closing Determination. Within 30 days after the Closing Date, SAVVIS will prepare and deliver to the Buyer a separate report (the “Closing Working Capital Report”) setting forth the actual Net Working Capital as of 12:01 a.m. on the Closing Date (the “Closing Adjusted Net Working Capital”). The Closing Working Capital Report shall be prepared in the same manner as the October Working Capital Report and following the accounting principles, procedures, policies and methods employed in preparing the October Working Capital Report.

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During the preparation of the Closing Working Capital Report by SAVVIS and the period of any dispute with respect to the application of this Section 3.3, the Buyer shall cooperate with SAVVIS to the extent reasonably requested by SAVVIS to prepare the Closing Working Capital Report and the Closing Adjusted Net Working Capital or to investigate the basis for any dispute. The Buyer shall, not later than 30 calendar days after receipt of the Closing Working Capital Report, deliver a report thereon (the “Buyer’s Adjusted Net Working Capital Report”) to SAVVIS. The Buyer’s Adjusted Net Working Capital Report shall list those items included in the Closing Working Capital Report, if any, to which the Buyer takes exception and the Buyer’s proposed adjustment. If the Buyer fails to deliver to SAVVIS the Buyer’s Adjusted Net Working Capital Report within 30 calendar days following receipt of the Closing Working Capital Report or does not set forth any exceptions, the Buyer shall be deemed to have accepted the Closing Working Capital Report for the purposes of any adjustment to the Purchase Price under Section 3.4 and for all other purposes of this Agreement. If SAVVIS does not give the Buyer notice of its objections to the Buyer’s Adjusted Net Working Capital Report within 30 calendar days following receipt of the Buyer’s Adjusted Net Working Capital Report, SAVVIS shall be deemed to have accepted the Closing Working Capital Report as adjusted by the Buyer in the Buyer’s Adjusted Net Working Capital Report for the purposes of any adjustment to the Purchase Price under Section 3.4. If SAVVIS gives the Buyer notice of its objections to the Buyer’s Adjusted Net Working Capital Report, and if SAVVIS and the Buyer are unable, within 15 calendar days after receipt by the Buyer of the notice from SAVVIS of objections, to resolve the disputed exceptions, such disputed exceptions will be referred to Deloitte & Touche USA LLP or another firm of independent certified public accountants (the “Independent Accounting Firm”) mutually acceptable to SAVVIS and the Buyer. The Independent Accounting Firm shall, within 60 days following its selection, deliver to SAVVIS and the Buyer a written report determining such disputed exceptions (and only such disputed exceptions), and its determinations will be conclusive and binding upon the parties thereto for the purposes of any adjustment to the Purchase Price under Section 3.4. The fees and disbursements of the Independent Accounting Firm acting under this Section 3.3 shall be apportioned between the Buyer and SAVVIS based on the total dollar value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accounting Firm as the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accounting Firm. For the avoidance of doubt, the delivery and timing of receipt of any document sent by the parties pursuant to this Section 3 shall be governed by the provisions set forth in Section 13.5 – “Notices.”

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SECTION 3.4. Post-Closing Adjustment.

(a) If (i) the Closing Adjusted Net Working Capital, as finally determined under Section 3.3, is less than the Estimated Adjusted Net Working Capital and (ii) the amount of such deficiency is greater than $45,000, SAVVIS shall, within three calendar days following the final determination of the Closing Adjusted Net Working Capital pursuant to Section 3.3, and based upon such final determination, pay to the Buyer the amount of such deficiency in cash, together with interest on such amount from and including the Closing Date to but excluding the date of payment at a rate of 6.0% per annum. Any payment by SAVVIS to the Buyer under this Section 3.4(a) shall be made by wire transfer of immediately available funds to such account as the Buyer shall designate in writing to SAVVIS.

(b) If (i) the Closing Adjusted Net Working Capital, as finally determined under Section 3.3, is more than the Estimated Adjusted Net Working Capital and (ii) the amount of such excess is greater than $45,000, the Buyer shall, within three calendar days following the final determination of the Closing Adjusted Net Working Capital pursuant to Section 3.3, and based upon such final determination, pay to SAVVIS the amount of such excess in cash, together with interest on such amount from and including the Closing Date to but excluding the date of payment at a rate of 6.0% per annum. Any payment by the Buyer to SAVVIS under this Section 3.4(b) shall be made by wire transfer of immediately available funds to such account as SAVVIS shall designate in writing to the Buyer.

SECTION 4. CLOSING.

The closing (the “Closing”) for the consummation of the transactions contemplated by this Agreement shall take place at the offices of Willkie Farr & Gallagher LLP at 787 Seventh Avenue, New York, New York 10019 at 10:00 a.m. on the third Business Day after all the conditions to the obligations of the parties hereunder set forth in Sections 10 and 11 hereof have been satisfied or waived (other than those conditions that are not capable of being satisfied until the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place and time as may be mutually agreed to by the parties hereto (the “Closing Date”).

SECTION 5. REPRESENTATIONS AND WARRANTIES OF SAVVIS PARENT AND THE SELLERS.

SAVVIS Parent and the Sellers hereby jointly and severally represent and warrant to the Buyer as follows:

SECTION 5.1. Corporate Organization. Each of the Company and SAVVIS Parent and each of the Sellers is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, limited liability company or limited partnership power (as the case may be) to own its properties and assets and to conduct its business as now conducted. Copies of the Organizational Documents of SAVVIS Parent, SAVVIS, each of the Foreign Asset Sellers and the Company, with all amendments thereto to the date hereof, have been furnished or made available to the Buyer or its representatives, and such copies are accurate and complete as of the date hereof.

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SECTION 5.2. Qualification to Do Business. Each of SAVVIS Parent, the Sellers and the Company is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.3. No Conflict or Violation. The execution, delivery and performance by each of SAVVIS Parent and the Sellers of this Agreement and the other Transaction Documents do not and will not (i) violate or conflict with any provision of any Organizational Document of the Company or any of SAVVIS Parent or the Sellers, (ii) violate any provision of law, or any order, judgment or decree of any Governmental Entity applicable to the Company, SAVVIS Parent or the Sellers, (iii) except as set forth on Schedule 5.3, violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any Assigned Contract or result in the creation or imposition of any Lien upon any of the assets, properties or rights of either of the Company or the Business or result in or give to others any rights of cancellation, modification, amendment, acceleration, revocation or suspension of any of the Assigned Contracts or obligations thereunder, or any of the Licenses and Permits, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (iv) except as set forth on Schedule 5.3, violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract, agreement or instrument to which any of SAVVIS Parent or the Sellers is a party or by which it is bound or to which any of its properties or assets is subject that, individually or in the aggregate, would have a Material Adverse Effect.

SECTION 5.4. Consents and Approvals. Except as set forth on Schedule 5.4, no consent, waiver, authorization or approval of any Governmental Entity, and no declaration or notice to or filing or registration with any Governmental Entity, is required in connection with the execution and delivery by SAVVIS Parent and the Sellers of this Agreement or the other Transaction Documents or the performance by any of SAVVIS Parent or the Sellers of their respective obligations hereunder or thereunder, except for the filing of Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”).

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SECTION 5.5. Authorization and Validity of Agreement. SAVVIS Parent and the Sellers have all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and to carry out their respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents and the performance of the respective obligations of SAVVIS Parent and the Sellers hereunder and thereunder have been duly authorized by all necessary limited liability company or corporate action (as the case may be) and no other limited liability company or corporate proceedings (as the case may be) on the part of SAVVIS Parent and the Sellers are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by SAVVIS Parent and the Sellers and, assuming due execution and delivery by Level 3 and the Buyer, shall constitute their valid and binding obligation, enforceable against them in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity (collectively, “Bankruptcy Laws and Equitable Principles”).

SECTION 5.6. Title to Membership Units. As of the Closing Date, the authorized membership units of the Company shall consist of 100 membership units, of which 100 shall be issued and outstanding. As of the Closing Date, the Membership Units shall be owned of record and beneficially by SAVVIS, free and clear of any Liens. As of the Closing Date, the Membership Units shall have been duly authorized and validly issued and shall be fully paid and nonassessable. As of the Closing Date, the Membership Units shall represent all of the issued and outstanding equity interests of the Company, and except for this Agreement, there shall be no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire the Membership Units, or any unissued units or other equity interests of the Company, any outstanding obligations of the Company to repurchase, redeem or otherwise acquire outstanding Membership Units or any securities convertible into or exchangeable for any units or other equity interests of the Company.

SECTION 5.7. Limited Operations. SAVVIS has recently formed the Company to facilitate the consummation of the transactions contemplated hereby and the Company has not conducted any business other than certain start-up activities and certain business conducted by it in connection with the transactions contemplated hereby. As of the Closing Date, the Company will have no assets or liabilities, other than the Contributed Property and Assumed Liabilities acquired in connection with the Contribution Transactions.

SECTION 5.8. Employees and Contractors.

(a) Schedule 5.8(a) lists all individuals employed by the Sellers or any of their Subsidiaries primarily in connection with the Business as of the date hereof (the “Business

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Employees”), including in each case all such individuals on leave of absence, maternity or paternity leave, vacation, sick leave, short term disability, military leave, jury duty or bereavement leave, and lists the position, starting employment date, current annual salary, and bonus and commissions in 2005 of each Business Employee.

(b) Schedule 5.8(b) lists all individuals, other than the Business Employees and employees who provide immaterial services or services described in Section 5.8(c) in connection with the Business, who provide services in connection with the Business, including, without limitation, all independent contractors retained in connection with the Business.

(c) Schedule 5.8(c) lists the general corporate services provided in support of the Business by SAVVIS and its Affiliates.

(d) Schedule 5.26(e) lists all International Employees including in each case all such individuals on leave of absence, maternity, paternity, parental or adoption leave, annual leave, or sick leave, and lists the position, starting employment date, current annual salary, bonus, commission and other benefits of each such International Employee. In relation to the International Employees, the Sellers warrant that neither they nor their Subsidiaries are subject to any obligation to increase their rate of pay or their benefits; none of the International Employees have brought internal grievances or are or have been the subject of disciplinary action; none are under notice of dismissal; none have an enhanced redundancy entitlement (whether by virtue of custom and practice or otherwise), nor any entitlement to a payment on termination of employment in excess of their contractual notice entitlement and statutory redundancy entitlement if any; all can be dismissed on 12 weeks’ notice or less; none have entered into litigation with the Sellers or any of the Subsidiaries or threatened to do so; and no union is recognized and nor is there any collective or workforce agreement.

SECTION 5.9. Financial Information.

(a) The Sellers have heretofore furnished to the Buyer copies of a pro forma balance sheet (including a working capital report) of the Business as of October 31, 2006 (the “October Working Capital Report”), including the Net Working Capital as of such date and the principles used to construct the pro forma balance sheet. The October Working Capital Report was prepared in accordance with the accounting principles set forth in Schedule 5.9(a)(i). Except as set forth on Schedule 5.9(a)(ii), the October Working Capital Report (i) presents fairly in all material respects the financial condition of the Business as of such date, (ii) is complete, correct and in accordance with the books of account and records of the Sellers in all material respects, and (iii) reflects accurately in all material respects all accrued costs and expenses of the Sellers related to the Business as of its date.

(b) Schedule 5.9(b) sets forth the revenue generated by the Sellers and their Subsidiaries and the material direct expenses (other than operating costs in the case of 2004 and 2005) and capital expenditures incurred by the Sellers and their Subsidiaries in connection with the operation of the Business for the period between January 1, 2004 and October 31, 2006 (the “Financial Statements”). The Financial Statements have been prepared in good faith from the books and records of the Sellers, are presented fairly, and are accurate and complete in all material respects.

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SECTION 5.10. Absence of Certain Changes or Events.

(a) Except as set forth on Schedule 5.10, since September 30, 2006, except in connection with the transactions contemplated by this Agreement or the other Transaction Documents, there has not been:

(i) any Material Adverse Effect;

(ii) any material loss, damage, destruction or other casualty to the Contributed Property or the Purchased Assets (other than any for which insurance awards have been received or guaranteed);

(b) Except as set forth on Schedule 5.10, since September 30, 2006 and through the date hereof, except in connection with the transactions contemplated by this Agreement or the other Transaction Documents, there has not been:

(i) any change in any method of accounting or accounting practice of the Sellers other than as required by GAAP; or

(ii) any loss of the employment, services or benefits of any key employee of the Business.

(c) Since September 30, 2006 and through the date hereof, except in connection with the transactions contemplated by this Agreement or the other Transaction Documents, the Sellers have operated the Business in the ordinary course consistent with past practice and, except as set forth on Schedule 5.10 hereto, have not:

(i) incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) relating to the operations of the Business except in the ordinary course of business consistent with past practice;

(ii) failed to discharge or satisfy any Lien or pay or satisfy any obligation or liability (whether absolute, accrued, contingent or otherwise) arising from the operation of the Business, other than Permitted Liens, liabilities being contested in good faith and for which adequate reserves have been provided and Liens arising in the ordinary course of business that do not, individually or in the aggregate, interfere materially with the use, operation, enjoyment or marketability of any of the Contributed Property or the Purchased Assets;

(iii) mortgaged, pledged or subjected to any Lien any of the Contributed Property or the Purchased Assets, except for mechanics’ liens and Liens for Taxes not yet due and payable and Liens arising in the ordinary course of business that do not, individually or in the aggregate, interfere materially with the use, operation, enjoyment or marketability of any of the Contributed Property or the Purchased Assets and Permitted Liens;

(iv) sold or transferred any of the assets of the Business material to the Business or cancelled any debts or claims or waived any rights material to the Business relating to the operations of the Business, except in each case in the ordinary course of business consistent with past practice;

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(v) sold, transferred, exclusively licensed or otherwise disposed of any material Intellectual Property used in the operations of the Business or any Patent;

(vi) defaulted on any material obligation relating to the operations of the Business;

(vii) entered into any transaction material to the Business or relating to the Business, except in the ordinary course of business;

(viii) granted any increase in the compensation or benefits of employees of the Business other than increases in accordance with past practice or entered into any written employment or severance agreement or arrangement with any of them (other than employment agreements that are terminable at-will without payment of severance);

(ix) made any capital expenditure in excess of $100,000, or additions to property, plant and equipment used in the operations of the Business other than ordinary repairs and maintenance;

(x) disclosed any material trade secret related to the Business to any third party other than under appropriate non-disclosure agreements or similar obligations of confidentiality;

(xi) entered into any settlement or similar agreement with respect to any Intellectual Property used in the operations of the Business or any Patent; or

(xii) entered into any agreement or made any commitment to do any of the foregoing.

SECTION 5.11. Tax Matters. Except as set forth on Schedule 5.11,

(a)(i) the Company and the Sellers have filed (or has been included in the filing of) on or prior to the due date (after giving effect to any extensions) all Tax Returns required by applicable law to have been filed with respect to the Company and each of the Sellers with respect to the Business and the Contributed Property and the Purchased Assets (the “Acquired Assets”) and all Taxes shown to be due on such Tax Returns have been timely paid; (ii) all such Tax Returns were true, correct and complete in all material respects as of the time of such filing; and (iii) all Taxes owed by the Company (whether or not shown on any Tax Return) and each of the Sellers, if required to have been paid, have been paid (except for Taxes which are being contested in good faith, with adequate reserves being established in accordance with GAAP);

(b) there is no action, suit, proceeding, investigation, audit or claim now pending against the Company or any of the Sellers in respect of any Tax with respect to the Business and the Acquired Assets, nor, to Sellers’ Knowledge, has any claim for additional Tax been overtly threatened against the Company or the Sellers by any Tax authority with respect to the Business and the Acquired Assets;

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(c) since January 1, 2000, no claim has been made by any Tax authority in a jurisdiction where the Company or any of the Sellers has not filed a Tax Return that it is or may be subject to Tax by such jurisdiction in connection with the Business and the Acquired Assets, nor to Sellers’ Knowledge, is any such assertion overtly threatened;

(d)(i) there is no outstanding request for any extension of time for the Company to pay any Taxes or file any Tax Returns with respect to the Business or the Acquired Assets; and (ii) there has been no waiver or extension of any applicable statute of limitations for the assessment or collection of any Taxes of the Company with respect to the Business or the Acquired Assets that is currently in force, and no power of attorney granted by or with respect to the Company for such Taxes is currently in force; and (iii) the Company is not a party to or bound by any agreement, whether written or unwritten, providing for the payment of Taxes, payment for Tax losses, entitlements to refunds or similar Tax matters with respect to the Business or the Acquired Assets;

(e) the Company has withheld all Taxes required to have been withheld by it in connection with any amounts paid to any employee, creditor, independent contractor or other third party relating to the Business, and has paid over to the proper Governmental Entity all amounts required to have been so withheld and paid over;

(f) SAVVIS is not a “foreign person” within the meaning of Section 1445 of the Code;

(g) each of the Foreign Asset Sellers and SAVVIS is (i) in compliance with the income tax and sales, value added, consumption or similar Tax rules of the taxing jurisdictions in which the Purchased Assets owned by such Seller are deployed, to the extent such Taxes are imposed by such jurisdictions and (ii) has filed all income, sales, use, consumption and VAT Tax Returns required to have been filed in such taxing jurisdiction;

(h) there are no liens for Taxes upon any assets of the Company or any of the Purchased Assets, except liens for Taxes not yet due and payable;

(i)(i) none of the assets, properties or rights of the Company and none of Purchased Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Code and (ii) none of the assets, properties or rights of the Company and the Sellers include any lease made pursuant to former Section 168(f)(8) of the Internal Revenue Code of 1954;

(j) the Company is and has always been classified as an entity disregarded as separate from its owner (within the meaning of Treasury Regulations § 301.7701-2(c)(2)) for U.S. federal Tax purposes; and

(k) the Company does not have a permanent establishment in a jurisdiction outside the United States.

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SECTION 5.12. Absence of Undisclosed Liabilities. Except as set forth on Schedule 5.12, (a) the Company does not have any material indebtedness or liability, absolute or contingent, known or unknown, and (b) neither the Sellers nor any of their Subsidiaries have any material indebtedness or liability, absolute or contingent, known or unknown, relating to the Business, in each case, other than (i) as set forth in the October Working Capital Report, (ii) liabilities as shall have been incurred or accrued in the ordinary course of business since October 31, 2006, (iii) liabilities which are of a nature not required by GAAP to be reflected in a balance sheet, (iv) liabilities incurred in connection with the transactions contemplated by this Agreement or the other Transaction Documents, (v) Assumed Liabilities and Foreign Assumed Liabilities and (vi) obligations under the Assigned Contracts. Neither the Company, any of the Sellers nor any of their Subsidiaries is directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obliged in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any other Person in connection with the Business, except endorsements in the ordinary course of business in connection with the deposit, in banks or other financial institutions, of items for collection.

SECTION 5.13. Property.

(a) Neither the Company, any of the Sellers nor any of their Subsidiaries owns any real property that is primarily used in connection with the Business.

(b) Schedule 5.13(b) sets forth a list of all leases, licenses, subleases and occupancy agreements, together with all amendments thereto, with respect to (i) SAVVIS’s Thousand Oaks, California facility, (ii) colocation agreements and (iii) all other real properties which are material to the operation of the Business (other than leases of SAVVIS office space), in each case in which either the Company, any of the Sellers, or any of their Subsidiaries has a leasehold interest, license or similar occupancy rights (each, a “Lease” and collectively, the “Leases”; the property covered by Leases is referred to herein as the “Leased Real Property”). Neither the Company nor any of the Sellers is a party to any Assigned Contract (other than a Lease) with the lessor of any of the Leased Real Properties which gives such lessor any right to terminate for convenience or materially adversely alter the terms of the Lease to which such lessor is a party. Except as set forth on Schedule 5.12 and Schedule 5.19, the Company or a Seller enjoys peaceful and undisturbed possession of the Leased Real Property pursuant to the Leases in all material respects except for Leases expiring in accordance with their terms after the date hereof and prior to the Closing Date. No option has been exercised under any of such Leases, except options whose exercise has been evidenced by a written document, a true and complete copy of which has been delivered or made available to the Buyer with the corresponding Lease.

(c) Except as set forth on Schedule 5.13(c), (i) since December 31, 2005 and through the date hereof, no Lease has been modified or amended in writing in any way materially adverse to the operation of the Business and (ii) since December 31, 2005, no party to any Lease has given any Seller written notice of or, to Sellers’ Knowledge, made a claim against the Company, any Seller or any of their Subsidiaries with respect to any material breach or default.

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(d) Except as set forth on Schedule 5.13(d), except for Permitted Liens, none of the Leased Real Property is subject to any option, lease, sublease, license or other agreement (other than the applicable Lease agreement) granting to any Person or entity any right to the use, occupancy or enjoyment of such property or any portion thereof.

SECTION 5.14. Contributed Property and Purchased Assets.

(a) Except at set forth on Schedule 5.14(a), upon completion of the Contribution Transactions, subject to obtaining any consents or providing any notices set forth on Schedules 5.3 or 5.4, the Company will own, or have a valid leasehold or license interest in or valid right to use the Contributed Property, free and clear of any Liens (other than Permitted Liens).

(b) Except as set forth on Schedule 5.14(b), the Sellers have good title, free and clear of all Liens (other than Permitted Liens) to, or a valid leasehold or license interest under enforceable leases or licenses in or a valid right to use, all of the Purchased Assets and the Contributed Property. Except as set forth on Schedule 5.14(b) and except for (1) the Contracts that are subject to the Reseller Agreement, (2) assets, properties and services to be provided pursuant to the Transition Services Agreement, (3) the Corporate Agreements and (4) assets that are immaterial to the operations of the Business, the Contributed Property and the Purchased Assets consist of all assets of the Sellers and their Affiliates which are used in the Business. The Contributed Property and the Purchased Assets, together with the rights under the Reseller Agreement and Transition Services Agreement, are (i) adequate to conduct the operations of the Business immediately after the Closing in all material respects in the manner currently conducted by the Sellers immediately prior to the date hereof and the Closing, and (ii) in the case of tangible personal property, in good condition and repair, ordinary wear and tear excepted.

(c) Except as set forth on Schedule 5.14(c)(i), no Person other than the Sellers owns any assets or properties which are material to the operation of the Business in the manner currently conducted by the Sellers or has any rights with respect thereto. Except as set forth on Schedule 5.14(c)(ii) and except for the Contracts subject to the Reseller Agreement and assets and services to be provided pursuant to the Transition Services Agreement, the Excluded Assets (as defined in the Contribution Agreement) are not used primarily or necessary in the operation of the Business as currently conducted by the Sellers.

SECTION 5.15. Patents.

(a) Schedule 5.15(a) sets forth a complete and current list of all Patents, which includes all patents and patent applications owned, purported to be owned, or applied for by, or filed in the name of, the Company, the Sellers and/or their Subsidiaries relating primarily to the Business. Such list includes the owner of record, date of application or issuance and relevant jurisdiction as to each. Except as set forth on Schedule 5.15(a), all Patents are owned by the Company, the Sellers and/or their Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 5.15(a), there are no actions that must be taken or

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payments that must be made by the Company, the Sellers or their Subsidiaries within ninety (90) days of the date hereof that, if not taken or paid, will adversely affect the Patents or the right of the Buyer to use the same as and where used as of the effective date hereof. All issued Patents are subsisting and unexpired. The consummation of the transactions contemplated by this Agreement will not alter or impair any Patent.

(b) Except as expressly set forth on Schedule 5.15(b), the Company and the Sellers together own all right, title and interest in and to the Patents, subject to Permitted Liens.

(c) Schedule 5.15(c) sets forth a complete list of agreements by which any Patents has been licensed or sublicensed. Except as expressly set forth on Schedule 5.15(c), no party has been granted a license or sub-license to any Patent, or the right to sub-license any Patent.

(d) No current or former employee or consultant of the Company, any Seller, or any of their Subsidiaries owns any right, title or interest in or to any Patent.

(e) Except as expressly set forth on Schedule 5.15(e), (i) no claims are pending or, to the Sellers’ Knowledge, threatened, challenging the ownership, validity or enforceability of the Patents and (ii) no Patent is the subject of any proceeding before any governmental, registration or other authority in any jurisdiction, other than any preliminary office action or other form of preliminary refusal of registration.

SECTION 5.16. Intellectual Property.

(a) Except as expressly set forth on Schedule 5.16(a): (i) the Company and the Sellers together own all right, title and interest in and to, or have a valid and enforceable license to use, (and as applied to Software owned by the Company or the Sellers, to reproduce, modify, distribute, create derivative works to and license copies of) all Non-Patent Intellectual Property (other than patent rights), Software and Technology used in and material to the operation of the Business as presently conducted; (ii) the Non-Patent Intellectual Property, Software and Technology owned by or licensed to each of the Company and the Sellers and primarily relating to the Business includes all of the Non-Patent Intellectual Property (other than patent rights), Software and Technology material to the operation of the Business as presently conducted; (iii) each of the Company and the Sellers is in compliance with all material contractual obligations relating to the protection of Intellectual Property, Software and Technology licensed to them and primarily relating to the Business; (iv) no claims are pending or, to the Sellers’ Knowledge, threatened that the conduct of the Business by the Company, any of the Sellers or any of their Subsidiaries has infringed or misappropriated Intellectual Property of a third party, and to the Sellers’ Knowledge the conduct of the Business does not infringe or misappropriate any Intellectual Property of a third party; (v) to the Seller’s Knowledge, reasonable steps were taken to design around the infringement found in the matter listed in Schedule 5.16(a)(v); and (vi) no claims are pending or, to the Sellers’ Knowledge, threatened, against the Company or the Sellers, challenging the ownership, validity or enforceability of the Non-Patent Intellectual Property, Software and Technology owned or purported to be owned by the Company or any of the Sellers and primarily relating to the Business or the possession or use of the Technology owned by the Company or any of the Sellers primarily relating to the Business. Except as set forth in clause (iv), this Section 5.16(a) shall not constitute or imply a representation or warranty as to non-infringement of the Intellectual Property of third parties.

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(b) Schedule 5.16(b) sets forth a complete and current list of copyright registrations and applications therefor, registered trademarks, registered service marks and applications therefor and domain names owned by, filed in the name of, or applied for, by the Company and the Sellers anywhere in the world and primarily relating to the Business (the “Listed Intellectual Property”), including the owner of record, date of application or issuance and relevant jurisdiction as to each. Except as listed in Schedule 5.16(b), all Listed Intellectual Property is owned by the Company and/or the Sellers, free and clear of all Liens (other than Permitted Liens and Ordinary Course Agreements). Except as listed in Schedule 5.16(b), there are no actions that must be taken or payments that must be made by the Company or the Sellers within ninety (90) days of the date hereof that, if not taken or paid, will adversely affect the Listed Intellectual Property or the right of the Buyer to use the same as and where used as of the effective date hereof. All registered Listed Intellectual Property is subsisting and unexpired. Except as listed in Schedule 5.16(b), no Listed Intellectual Property is the subject of any proceeding before any governmental, registration or other authority in any jurisdiction, other than any preliminary office action or other form of preliminary refusal of registration. The consummation of the transactions contemplated by this Agreement will not alter or impair any material Intellectual Property owned by the Company or the Sellers.

(c) Schedule 5.16(c) sets forth a complete list of material agreements (other than Ordinary Course Agreements that grant customers a right to use Non-Patent Intellectual Property, Software and Technology in connection with the use of services or products provided by SAVVIS and its Subsidiaries) by which Non-Patent Intellectual Property, Software and Technology owned by the Company or the Sellers and primarily used in the Business have been licensed or sublicensed to a third party. Except as expressly set forth on Schedule 5.16(c) or in such Ordinary Course Agreements no party has been granted a license or sub-license to, or the right to sub-license, any of such Non-Patent Intellectual Property, Software or Technology owned by the Company or the Sellers. Except with respect to licenses of generally available, off-the-shelf Software, Schedule 5.16(c) further sets forth a complete list of agreements by which the Company, the Sellers and their Subsidiaries are authorized to use Intellectual Property, Software and Technology owned by third parties that are material to the conduct of the Business as presently conducted (“Listed Third-Party Intellectual Property Agreements”). Except as set forth on Schedule 5.16(c), the Company and the Sellers are in material compliance with all the Listed Third-Party Intellectual Property Agreements and neither the Company nor the Sellers will be, as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in material breach of any Listed Third-Party Intellectual Property Agreement. Neither Company, the Sellers nor their Subsidiaries has received written notice of a material default of any Listed Third-Party Intellectual Property Agreement which remains uncured as of the Closing. To the extent that any of the Listed Third-Party Intellectual Property Agreements have been acquired by the Company or the Sellers in connection with a merger, acquisition, asset purchase, inter-company assignment or similar transfer, such assignment, transfer or purchase did not breach, nullify, void or otherwise render unenforceable any such Listed Third-Party Intellectual Property Agreement.

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(d) Except as set forth on Schedule 5.16(d), neither the Company nor the Sellers has made any claim of a violation, infringement, misuse or misappropriation by any third party (including any employee or former employee of the Company or the Sellers) of any Intellectual Property owned by the Company or the Sellers primarily relating to the Business, which claim is pending. Except as set forth on Schedule 5.16(d), neither the Company nor the Sellers have entered into any agreement to indemnify any other Person against any charge of infringement of any Intellectual Property primarily relating to the Business, other than indemnification provisions contained in employment policies and agreements and customer agreements entered into in the ordinary course of business (all of the foregoing, “Ordinary Course Agreements”). Except as set forth on Schedule 5.16(d), all information material to the validity, patentability and/or enforceability of any Patent and produced in connection with litigation of any such Patent has been cited to the U.S. Patent and Trademark Office in the proceedings of any continuation, divisional, continuation-in-part or otherwise related applications to any such Patent (collectively, “related applications”) and the U.S. Patent and Trademark Office has been made aware, if required to be made aware, of such litigation during the proceedings of any such related applications.

(e) The Company and the Sellers have taken commercially reasonable steps, including, without limitation, the execution of appropriate confidentiality agreements, to protect and preserve the confidentiality of the Company’s and the Sellers’ trade secrets primarily relating to the Business, including proprietary customer data, the source code for Software owned by the Company and owned confidential databases.

(f) No current or former employee or consultant of the Company or any Seller owns any right, title or interest in or to any material Intellectual Property, Software or Technology owned or purported to be owned by the Company and the Sellers and primarily relating to the Business.

SECTION 5.17. Licenses and Permits. Schedule 5.17 sets forth a true and complete list of all material licenses, permits, franchises, authorizations and approvals issued or granted to the Sellers or any of their Subsidiaries with respect to the Business by any Governmental Entity (the “Licenses and Permits”, which such term shall not include the Listed Third-Party Intellectual Property Agreements), and all pending applications therefor. Each License and Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such License and Permit invalid in any respect. Since January 1, 2005 except as set forth on Schedule 5.17, neither the Company, any of the Sellers nor any of their Subsidiaries has received written notice to the effect that (a) any Governmental Entity claimed or alleged that the Company, any Seller or any of their Subsidiaries was not in compliance in any material respect with all Licenses and Permits applicable to the Company, the Sellers, any of their Subsidiaries, any of their properties or other assets or the Business or (b) any Governmental Entity was considering the amendment, termination, suspension, revocation or cancellation of any License or Permit. Except as set forth on Schedule 5.17, no such License and Permit will in any way be

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adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. The Licenses and Permits are sufficient and adequate in all respects to permit the continued lawful conduct of the Business immediately after the Closing in the manner now conducted, and none of the operations of the Business are being conducted in a manner that violates in any material respect any of the terms or conditions under which any License and Permit was granted. Copies of the Licenses and Permits and all pending applications therefor have been made available to the Buyer.

SECTION 5.18. Compliance with Law. Except as set forth on Schedule 5.18, the operations of the Business have been conducted in all material respects in accordance with all applicable laws, regulations, orders and other requirements of all courts and Governmental Entities having jurisdiction over the Sellers, their Subsidiaries and the Company and their assets, properties and operations. Except as set forth on Schedule 5.18, since January 1, 2005, none of the Company, the Sellers or their Subsidiaries has received written notice of any violation (or any investigation with respect thereto) of any such law, regulation or order with respect to the Business, and none of the Company, the Sellers or their Subsidiaries is in default with respect to any material order, writ, judgment, award, injunction or decree of any national, state or local court or governmental or regulatory authority or arbitrator, domestic or foreign, applicable to the Business or any of the assets, properties or operations with respect thereto.

SECTION 5.19. Litigation. Except as set forth on Schedule 5.19, there are no material claims, actions, suits, proceedings, labor disputes, subpoenas or investigations (each, an “Action”) pending or, to Sellers’ Knowledge, threatened, before any Governmental Entity, or before any arbitrator of any nature, brought by or against the Company, the Sellers, their Subsidiaries or any of their officers, directors, employees, agents or Affiliates involving, affecting or relating to the Business, the Contributed Property, the Purchased Assets or the transactions contemplated by this Agreement or the other Transaction Documents. There is no material judgment, decree, injunction, rule or order of any Governmental Entity, or before any arbitrator of any nature outstanding, or to Sellers’ Knowledge, threatened to be imposed, against either of the Company, the Sellers or their Subsidiaries that would materially and adversely affect, or that would be reasonably likely to materially and adversely affect, the Business, the Contributed Property or the Purchased Assets, or that would interfere with, or that would be reasonably likely to interfere with, the transactions contemplated by this Agreement.

SECTION 5.20. Contracts.

(a) Schedule 5.20(a) sets forth a complete and correct list of all Contracts.

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(b) Each Contract is valid, binding and enforceable against the parties thereto in accordance with its terms (subject to Bankruptcy Laws and Equitable Principles), and is in full force and effect on the date hereof. Each of the Company and the Sellers has performed in all material respects all obligations required to be performed by it to date under, and is not in material default or materially delinquent in performance, status or any other respect (claimed or actual) in connection with, any Contract, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default and, to Sellers’ Knowledge, no other party to any Contract is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a material default, in each case, except for those defaults or delinquencies that would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of the Company and the Sellers to conduct the Business as currently conducted. The Seller has delivered or made available to the Buyer or its representatives true and complete copies of all the Contracts.

(c) A “Contract” means:

(i) any agreement, contract or commitment, oral or written, solely relating to the Business to which either of the Company or any Seller is a party or by which it or any of the Contributed Property or the Purchased Assets are bound, including, without limitation:

(A) a contract or agreement for the sale, license (as licensor) or lease (as lessor) by or to the Company or any of the Sellers of services, products, or other assets (other than Intellectual Property) to any third party;

(B) a contract, agreement or purchase under a tariff for the purchase, license (as licensee) or lease (as lessee) by the Company or any of the Sellers of services, materials, products, personal property, supplies, or other assets (other than Intellectual Property) from any supplier or vendor or for the furnishing of services to the Company or any of the Sellers (the “Vendor Contracts”);

(C) a mortgage, indenture, security agreement, guaranty or other agreement or instrument relating to the borrowing of money or extension of credit (other than accounts receivable and accounts payable in the ordinary course of business);

(D) an employment, employment change of control, retention, severance or material consulting agreement with individuals not terminable at-will (other than a sales commission plan entered into in the ordinary course of business or any Seller Benefit Plans set forth on Schedule 5.22(a));

(E) other than the LLC Agreement, a joint venture, partnership or limited liability company agreement with third parties;

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(F) a contract or agreement for the sale, license (as licensor) or lease (as lessor) by the Company or any of the Sellers of Intellectual Property to any third party; and

(G) a contract, agreement or purchase under a tariff for the purchase, license (as licensee) or lease (as lessee) by the Company or any of the Sellers of Intellectual Property from any supplier or vendor to the Company or any of the Sellers;

(ii) a contract, agreement or purchase under a tariff for the purchase, license (as licensee) or lease (as lessee) by the Company or any of the Sellers of services, materials, products, personal property, supplies, Intellectual Property or other assets from any supplier or vendor or for the furnishing of services to the Company or any of the Sellers in each case that are for bandwidth, colocation or transit services for the Business, or that are material to the Business as conducted by the Sellers, other than those contracts identified in Section 5.20(c)(i)(B) and other than agreements to which SAVVIS or its Subsidiaries is a party for the provision of services described in Section 5.8(c) (the “Corporate Agreements”);

(iii) a non-competition agreement or any other agreement or obligation which purports to limit in any material respect (i) the manner in which, or the localities in which, the Business may be conducted or (ii) the ability of either of the Company or the Sellers to provide any type of service primarily relating to the Business; or

(iv) a Lease set forth on Schedule 5.13(b) hereto.

(d) Except as set forth on Schedule 5.20(d)(i), none of the Assigned Contracts that are contracts or agreements for the sale, license (as licensor) or lease (as lessor) by the Company or any of the Sellers of services, products, Intellectual Property rights or other assets to any third party in connection with the Business contain any most-favored-nations clause, benchmarking clause or marked-to-market pricing provision. Except as set forth on Schedule 5.20(d)(ii), none of the Vendor Contracts contain any exclusivity clause. Each of the Company and the Sellers (as applicable) is not in material default in any respect (claimed or actual) in connection with any exclusivity clause, most favored nations clause, benchmarking clause or marked-to-market pricing provision contained in any contract listed on Schedule 5.20(d)(i) or Schedule 5.20(d)(ii), and no event has occurred which, with due notice or lapse of time or both, would constitute such a default.

(e) Except as set forth on Schedule 5.20(e), the Contracts constitute all agreements, contracts or commitments, oral or written, to which either of the Company or any Seller is a party or by which it or any of the Contributed Property or the Purchased Assets are bound, other than those agreements, contracts or commitments that are immaterial to the operation of the Business or are Corporate Agreements.

SECTION 5.21. Network Operations.

(a) Except as set forth on Schedule 5.21(a) the content delivery network of the Company and the Sellers, taken as a whole, is in good working condition and is without any

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material defects for purposes of operating the Business and since January 1, 2006 and through the date hereof, there have been no material content delivery network outages or content delivery network performance degradation that have materially and adversely impacted the Business.

(b) Schedule 5.21(b) lists, by location, all of the servers used in connection with the Business (the “CDN Servers”). The Company and the Sellers have good and valid title to the CDN Servers (subject to Permitted Liens).

(c) Schedule 5.21(c) lists the CDN Server traffic generated by the Company and the Sellers in connection with the Business, by month, from January 1, 2006 through October 31, 2006.

SECTION 5.22. Employee Plans.

(a) Schedule 5.22(a) sets forth all “employee benefit plans,” as defined in Section 3(3) of ERISA, and all other plans, policies and agreements providing severance pay, sick leave, vacation pay, salary continuation, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options, hospitalization insurance, medical insurance, life insurance, cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or tuition reimbursements, maintained by the Sellers or any of their Subsidiaries or to which the Sellers or any of their Subsidiaries is obligated to contribute thereunder for current or former employees of the Business (the “Seller Benefit Plans”).

(b) True, correct and complete copies of the Seller Benefit Plans, have been made available or delivered to the Buyer.

(c) None of the Seller Benefit Plans is a “defined benefit plan”, as defined in Section 3(35) of ERISA. Neither any Seller nor any ERISA Affiliate has ever maintained or contributed to, or ever been obligated to contribute to a defined benefit plan, and no event has occurred with respect to any defined benefit plan that would reasonably be expected to result in any material liability to the Sellers or any ERISA Affiliate.

(d) None of the Seller Benefit Plans is a “multiemployer plan”, as defined in Section 3(37) of ERISA. Neither any Seller nor any ERISA Affiliate has ever contributed to, or ever been obligated to contribute to, a multiemployer plan, and no event has occurred with respect to any multiemployer plan that would reasonably be expected to result in any material liability to the Sellers or any ERISA Affiliate.

(e) All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Seller Benefit Plans or by law to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension) except for any instances of noncompliance that would not reasonably be expected to result in any material liability to the Sellers or any ERISA Affiliate.

(f) Except as set forth on Schedule 5.22(f), the Seller Benefit Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA, the Code and other applicable laws.

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(g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or as a prerequisite to the occurrence of any subsequent event: (i) result in any payment becoming due to any employees of the Business; (ii) increase any benefits otherwise payable under any Seller Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any benefits under any Seller Benefit Plan; or (iv) constitute a “change in control” or similar event under any Seller Benefit Plan.

(h) None of the Seller Benefit Plans is subject to the laws of any jurisdiction other than the United States.

SECTION 5.23. Insurance. Schedule 5.23 lists the material surety bonds, fidelity bonds as well as the insurance companies, policy numbers, aggregate coverage amount and type, and deductibles of all material policies of title, liability, fire, casualty, business interruption, workers’ compensation and other forms of insurance insuring the Business, the Contributed Property and the Purchased Assets as of the date hereof. Except as set forth on Schedule 5.23, all such policies and bonds are in full force and effect and none of the Company or the Sellers is in material default under any provisions of any such bond or policy of insurance nor has any of the Company or the Sellers received notice of cancellation of or cancelled any such insurance without replacement thereof. For all claims made under such bonds or policies, the Company and the Sellers have timely complied with any applicable notice provisions, except where the failure to so comply would not materially adversely affect the operation of the Business as currently conducted.

SECTION 5.24. Transactions with Directors, Officers, Managers, and Affiliates. Except as set forth on Schedule 5.24, none of the Company or the Sellers is a party to any agreement or arrangement with any of the directors, officers, managers, members, partners, equity holders or stockholders of the Company or the Sellers or, to the Knowledge of SAVVIS any Affiliate (other than in each case the Company or the Sellers) or family member of any of the foregoing under which it: (i) leases any real or personal property (either to or from such Person) primarily used in connection with the Business; (ii) licenses technology (either to or from such Person) primarily used in connection with the Business; (iii) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person that is primarily used in connection with the Business; (iv) purchases products or services primarily used in connection with the Business from such Person; (v) pays or receives commissions, rebates or other payments in connection with the Business; (vi) lends or borrows money in connection with the Business; or (vii) provides or receives any other material benefit in connection with the Business. To the Knowledge of SAVVIS, during the past two years, none of the current directors, officers, managers, members or 10% or greater stockholders of the Company or Sellers, or any family member of any such Persons, has been a director, officer, manager or

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member of, or has had any direct or indirect interest (other than shares in a company listed on a registered exchange constituting no more than 5% of such company) in, any Person which during such period has been a customer of the Company or the Sellers in connection with the Business or has competed with or been engaged in any business of the kind being conducted by the Business. No Affiliate of the Company and the Sellers (other than the Company and the Sellers) owns or has any rights in or to any of the assets, properties or rights primarily used in the Business in the ordinary course of their businesses except as set forth on Schedule 5.24.

SECTION 5.25. Suppliers and Customers.

(a) Schedule 5.25(a) sets forth a list of the top 20 suppliers of the Business by dollar amount paid by the Company and the Sellers (taken together) during the nine-month period ended September 30, 2006, from whom the Company, any Seller or any Seller Subsidiary has purchased goods and/or services. No such supplier has expressed in writing, and to Sellers’ Knowledge no such supplier has expressed verbally, to the Company or any Seller its intention to cancel or otherwise terminate or materially reduce or materially and adversely modify its relationship with respect to the Business.

(b) Schedule 5.25(b) sets forth a list of the top 10 customers of the Business by revenue derived by the Company, the Sellers and the Seller Subsidiaries (taken together) during the nine-month period ended September 30, 2006, to whom the Company or any Seller has sold goods and/or services. No such customer has expressed in writing, and to Sellers’ Knowledge no such customer has expressed verbally, to the Company or any Seller its intention to cancel or otherwise terminate or materially reduce or materially or adversely modify its relationship with respect to the Business.

SECTION 5.26. Labor Matters.

(a) Except as set forth on Schedule 5.26(a), (i) neither the Sellers nor any of their Subsidiaries is a party to any outstanding employment agreements or contracts with any Business Employee that are not terminable at will; (ii) neither the Sellers nor any of their Subsidiaries is a party to any agreement, policy or practice that requires it to pay termination, change of control or severance pay to any Business Employee (other than as required by law); (iii) neither the Sellers nor any of their Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to any Business Employee nor do the Sellers know of any activities or proceedings of any labor union within the preceding three years to organize any such employees; and (iv) neither the Sellers nor any of their Subsidiaries is a party to any consulting agreements with any individual providing services primarily relating to the Business.

(b) Except as set forth on Schedule 5.26(b), to the extent related to the Business, (i) each of the Sellers and their Subsidiaries is in compliance in all material respects with all applicable laws relating to employment and employment practices, the classification of employees, wages, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation, the collection and payment of withholding and/or social security

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Taxes and terms and conditions of employment; (ii) there are no charges with respect to or relating to the Sellers or any of their Subsidiaries pending or, to the Sellers’ Knowledge, threatened before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices; and (iii) neither the Sellers nor any of their Subsidiaries has received any notice from any national, state, local or foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of the Sellers or any of their Subsidiaries and no such investigation is in progress.

(c) Assuming the Closing and all payments occur on December 31, 2006, the maximum aggregate bonus and incentive pay obligations of the Sellers and their Subsidiaries to the employees of the Business under all Seller Benefit Plans or otherwise, assuming the requisite conditions for the payment of employee bonuses were achieved and the Closing and all payments occur on December 31, 2006, would not exceed the amount set forth on Schedule 5.26(c) based upon the assumptions set forth on Schedule 5.26(c).

(d) None of the individuals employed by the Sellers or any of their Subsidiaries primarily in connection with the Business at any time during the 12-month period preceding the date of this Agreement has had their employment transferred by the Sellers or their Subsidiaries to any non-Business operations of the Sellers or their Subsidiaries.

(e) Except for the persons listed on Schedule 5.26(e) (the “International Employees”), none of the Business Employees’ employment is based outside of the United States or is subject to any transfer of undertaking rules, including, without limitation, the United Kingdom Transfer of Undertakings (Projection of Employment ) Regulations 2006 (“Employment Regulations”).

SECTION 5.27. Environmental Matters. Except as disclosed on Schedule 5.27 and except for conditions that would not reasonably be expected to result in the Company or the Sellers incurring material liability with respect to the Business, the Contributed Property or the Purchased Assets under Environmental laws:

(a) each of the Company and the Sellers is, and to the Knowledge of SAVVIS has been, in compliance in all material respects with all applicable Environmental laws, which compliance includes obtaining, maintaining and complying in material respects with all material licenses, permits and other authorizations required under all Environmental laws;

(b) to Sellers’ Knowledge, each of the Company and the Sellers has not received any notice of violation or potential liability under any Environmental laws from any Person or any governmental agency inquiry, request for information, or demand letter under any Environmental law relating to operations or properties, whether currently or formerly owned or operated, of the Company or the Sellers or their predecessors as of the Closing Date, which is outstanding and would reasonably be expected to result in the Company or any Seller incurring material liability under Environmental laws;

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(c) each of the Company and the Sellers is not subject to any outstanding orders arising under Environmental laws nor are there any administrative, civil or criminal actions, suits or proceedings pending or, to Sellers’ Knowledge, threatened, against the Company or the Sellers, or to Sellers’ Knowledge, their predecessors under any Environmental law;

(d) to Sellers’ Knowledge, there has been no release of Hazardous Materials by the Company or any Seller at, on or under any of the Leased Real Property or other properties currently or formerly owned or leased by the Company or the Sellers or their predecessors, which would reasonably be expected to result in the Company or any Seller or their predecessors incurring any material liability or damages under Environmental laws;

(e) SAVVIS has made available to the Buyer copies of all material environmental studies, investigations, reports or assessments prepared by or for SAVVIS, or in SAVVIS’s possession, concerning the Company, the Sellers, the Leased Real Property and any real property previously owned, operated or used for disposal by the Company or the Sellers or their predecessors, which are in the possession, custody or control of SAVVIS.

SECTION 5.28. No Brokers. Except as set forth on Schedule 5.28 (the fees of which are the responsibility of the Sellers), no broker, finder or similar intermediary has acted for or on behalf of, or is entitled to any broker’s, finder’s or similar fee or other commission from either of the Sellers, the Company or their Subsidiaries in connection with this Agreement or the transactions contemplated hereby.

SECTION 5.29. No Other Representations or Warranties. Except for the representations and warranties contained in this Section 5, neither the Sellers nor any other Person makes any other express or implied representation or warranty on behalf of any of the Sellers with respect to the Company, the Sellers or the Business.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE BUYER AND LEVEL 3.

The Buyer and Level 3 hereby jointly and severally represent and warrant to SAVVIS Parent and the Sellers as follows:

SECTION 6.1. Corporate Organization. The Buyer is a limited liability company and Level 3 is a corporation, each of which has been duly organized, validly existing and is in good standing under the laws of the State of Delaware, and has all requisite limited liability company or corporate power (as the case may be) and authority to own its properties and assets and to conduct its businesses as now conducted.

SECTION 6.2. Qualification to Do Business. The Buyer and Level 3 are duly qualified to do business as a foreign limited liability company or corporation (as the case may be) and is in good standing in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Level 3 Material Adverse Effect.

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SECTION 6.3. No Conflict or Violation. The execution, delivery and performance by the Buyer and Level 3 of this Agreement and by Level 3 of the Transaction Documents do not and will not (i) violate or conflict with any provision of any Organizational Documents of the Buyer and Level 3, (ii) violate any provision of law, or any order, judgment or decree of any Governmental Entity or (iii) violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract, agreement or instrument to which the Buyer or Level 3 is a party or by which it is bound or to which any of its properties or assets is subject that, individually or in the aggregate, would reasonably be expected to have a Level 3 Material Adverse Effect.

SECTION 6.4. Consents and Approvals. Except as set forth on Schedule 6.4, no consent, waiver, authorization or approval of any Governmental Entity, and no declaration or notice to or filing or registration with any Governmental Entity, is required in connection with the execution and delivery by Level 3 and the Buyer of this Agreement and the other Transaction Documents or the performance by Level 3 and the Buyer of their obligations hereunder or thereunder, except for the filing of Notification and Report Form under the HSR Act.

SECTION 6.5. Authorization and Validity of Agreement. The Buyer and Level 3 have all requisite limited liability company or corporate power (as the case may be) and authority to enter into this Agreement and the other Transaction Documents to which they are a party and to carry out their respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents and the performance of the Buyer’s and Level 3’s respective obligations hereunder and thereunder have been duly authorized by all necessary limited liability company or corporate action (as the case may be) of the Buyer and Level 3, and no other limited liability company or corporate proceedings (as the case may be) on the part of the Buyer and Level 3 are necessary to authorize such execution, delivery and performance. This Agreement has been duly executed by the Buyer and Level 3 and, assuming due execution and delivery by the Sellers, shall constitute their valid and binding obligation, enforceable against them in accordance with its terms, subject to Bankruptcy Laws and Equitable Principles.

SECTION 6.6. No Brokers. No broker, finder or similar intermediary has acted for or on behalf of, or is entitled to any broker’s, finder’s or similar fee or other commission from the Buyer in connection with this Agreement or the transactions contemplated hereby.

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SECTION 6.7. Sufficiency of Funds. The Buyer has, and at the Closing will have, sufficient funds available to pay the Purchase Price at the Closing and all of the Buyer’s transaction fees and expenses.

SECTION 6.8. No Other Representations or Warranties. Except for the representations and warranties contained in this Section 6, neither the Buyer nor Level 3 nor any other Person makes any other express or implied representation or warranty on behalf of the Buyer or Level 3.

SECTION 7. COVENANTS OF SAVVIS PARENT, SAVVIS AND THE OTHER SELLERS.

SAVVIS Parent and the Sellers hereby jointly and severally covenant as follows:

SECTION 7.1. Conduct of Business Before the Closing Date. (a) Without the prior written consent of the Buyer, between the date hereof and the Closing Date, SAVVIS Parent and the Sellers shall not, and shall not permit the Company to, except in connection with the Contribution Transactions or as expressly contemplated by this Agreement or any of the Transaction Documents:

(i) make any material change in the conduct of the Business or enter into any transaction, other than in the ordinary course of business consistent with past practices;

(ii) make any change in the Organizational Documents of the Company; issue any additional membership units or other equity securities of the Company or grant any option, warrant or right to acquire any membership units or other equity securities of the Company or issue any security convertible into or exchangeable for such securities or alter in any way any of the Company’s outstanding securities or make any change in outstanding shares of membership units or other ownership interests of the Company or the Company’s capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;

(iii) make any sale, assignment, transfer, abandonment, sublease, assignment or other conveyance of any of the Contributed Property or the Purchased Assets or rights or any part thereof other than the granting of an ordinary course non-exclusive, non-transferable license, with no right to sublicense, that terminates upon the cessation of services provided pursuant thereto;

(iv) subject any of the Contributed Property or Purchased Assets or any part thereof, to any Lien or suffer such to exist other than Permitted Liens and such Liens as may arise in the ordinary course of business consistent with past practice by operation of law;

(v) acquire, lease or sublease any material assets or properties (including any real property) in connection with the Business, or enter into any other transaction related to the Business, other than in the ordinary course of business consistent with past practice;

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(vi) to the extent such action would adversely affect the Business, enter into any new (or amend in any material respect any existing) employee benefit plan, program or arrangement or any new (or amend in any material respect any existing) employment, severance, retention, change of control or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except as required by applicable law or in accordance with pre-existing contractual provisions or consistent with past practice, except with respect to any retention benefits that are provided to the Transferred Employees and that do not impose any liabilities or other obligations on the part of the Buyer or its Affiliates and except for any changes to such employee benefit plans that affect all employees of SAVVIS Parent and its Subsidiaries in a similar manner;

(vii) make or commit to make capital expenditures in connection with the Business that are not otherwise in the ordinary course of business;

(viii) except pursuant to the Sellers’ normal cash management practices, pay, lend or advance any amount to, or sell, transfer or lease any properties or assets primarily related to the Business to, or enter into any agreement or arrangement with, any of its Affiliates;

(ix) fail to keep in full force and effect insurance relating to the Business comparable in amount and scope to coverage maintained at the date hereof;

(x) sell, transfer, abandon, exclusively license or otherwise dispose of any material Intellectual Property used in the operations of the Business or any Patent;

(xi) disclose any of the material trade secrets related to the Business to any third party, other than in the ordinary course of business pursuant to customer, vendor and other ordinary course agreements under appropriate non-disclosure agreements or similar obligations of confidentiality;

(xii) take any action that is intended to cause any of the representations and warranties made by SAVVIS Parent or any Seller in this Agreement not to remain true and correct in all material respects;

(xiii) make any change in any method of accounting or accounting principle primarily related to the Business except for any such change required by reason of a concurrent change in GAAP, or write off as uncollectible any accounts receivable related to the Business except in the ordinary course of business consistent with past practice;

(xiv) to the extent having an effect on the Tax liabilities for which the Company, the Buyer or its Affiliates would be liable or which would encumber the

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Acquired Assets, make or change any Tax election, change an annual accounting period or adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or the Business, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or the Business, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax;

(xv)(A) modify, amend in any material respect or terminate any contract in any manner that would reasonably be expected to have an adverse effect on the Company or the Business, including without limitation, any Vendor Agreement listed on Schedule 5.20(d)(ii) or (B) make or enter into supplier contracts (including any purchases under tariffs) primarily relating to the Business having a term of more than 12 months that (x) would have payment obligations over the course of such contracts in excess of $100,000 in the aggregate or (y) are not otherwise in the ordinary course of business consistent with past practice;

(xvi) settle, release or forgive any material litigation or waive any right thereto that would have any direct impact on the Business; or

(xvii) commit to do any of the foregoing.

(b) From and after the date hereof and until the Closing Date except as expressly contemplated by this Agreement or by any of the Transaction Documents, SAVVIS Parent and the Sellers shall, and shall cause the Company to:

(i) continue to maintain, in all material respects, all assets, properties, rights and operations related to the Business in accordance with present practice in a condition suitable for their current use;

(ii) file, when due or required, all Tax Returns and other reports required to be filed and pay when due all Taxes lawfully levied or assessed against it, for which the Company would be liable or which would encumber the Acquired Assets unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted;

(iii) continue to maintain any material patents, trademarks or copyrights or any patent, trademark, or copyright applications or registrations primarily used in the operations of the Business, including the Patents;

(iv) continue to maintain the confidentiality of the material trade secrets of the Business;

(v) continue to conduct the Business in the ordinary course consistent with past practice;

(vi) use, and shall cause each of their Subsidiaries to use, their commercially reasonable efforts in light of the transactions contemplated herein consistent with the operations of the Business in the ordinary course and consistent with past practice to retain the Business Employees;

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(vii) keep its books of account, files and records relating to the Business in the ordinary course and in accordance with existing practice; and

(viii) use commercially reasonable efforts to preserve intact the operations, organization and reputation of the Business.

SECTION 7.2. Consents and Approvals.

(a) The Sellers shall, at SAVVIS’s cost and expense, (a) use their commercially reasonable efforts to obtain all consents, waivers, authorizations and approvals of all Governmental Entities, and of all other Persons, required in connection with the execution, delivery and performance by the Sellers of this Agreement, and the Buyer and Level 3 shall cooperate with the Sellers in obtaining such consents and (b) diligently assist and cooperate with the Buyer and Level 3 in preparing and filing all documents required to be submitted by the Buyer or Level 3 to any Governmental Entity, in connection with such transactions and in obtaining any governmental consents, waivers, authorizations or approvals which may reasonably be required to be obtained by the Buyer or Level 3 in connection with such transactions (which assistance and cooperation shall include, without limitation, timely furnishing to the Buyer and Level 3 all information concerning SAVVIS, the Foreign Asset Sellers and the Company that counsel to the Buyer reasonably determines is required to be included in such documents).

(b) Completion of Assignment of Contracts. To the extent that all requisite consents, waivers, authorizations or approvals are not received prior to the Closing, the Sellers shall continue to use their commercially reasonable efforts to obtain any such consent, waiver, authorization or approval required to assign any Contract to be assumed by or assigned to the Company or the Buyer. The Sellers shall keep the Buyer reasonably informed from time to time of the status of the foregoing and the Buyer shall cooperate with the Sellers in this regard. To the extent that the rights of Sellers under any Contract, or under any other Purchased Asset or Contributed Property to be assigned to or acquired by the Company pursuant to the Contribution Agreement or the Buyer hereunder, may not be assigned or acquired without the consent of a third party which has not been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment violate, breach or cause any right to terminate any obligation to such Third Party. If any such consent has not been obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the instrument in question so that the Buyer would not acquire the benefit of all such rights, then the Sellers, to the maximum extent permitted by applicable law and the instrument, shall act as the Buyer’s agent in order to obtain for the Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by applicable law and the instrument, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer (including, without limitation, by entering into an equivalent arrangement).

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SECTION 7.3. Access to Properties and Records. The Sellers shall, and shall cause the Company to, afford to the Buyer and Level 3, and to the accountants, counsel and representatives of the Buyer and Level 3, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 12) to all properties, books, contracts, commitments and files and records (but limited with respect to Tax Returns and correspondence with accountants to the portions of Tax Returns and correspondence with accountants that specifically relate to the Company and the Business) of the Company and the Business and, during such period, shall furnish promptly to the Buyer and Level 3 all other information concerning the Company and the Business, properties and personnel as the Buyer and Level 3 may reasonably request to evaluate the transactions contemplated hereby; provided that, neither Buyer nor Level 3 nor their authorized representatives shall contact any customer, supplier or landlord of the Sellers or the Company without the prior written consent of the Sellers. The Sellers shall, and shall cause the Company to, afford to the Buyer and Level 3 reasonable access to Business’ assets and operations throughout the period prior to the Closing Date to evaluate the transactions contemplated hereby. Unless otherwise agreed to by the Sellers, all information provided to Buyer and Level 3 and their advisors and representatives shall be kept confidential in accordance with the terms of the Confidentiality Agreement; provided, however, that such obligation will terminate upon the Closing with respect to information primarily relating to the Company and the Business. No investigation or receipt of information pursuant to this Section 7.3(a) shall qualify any representation or warranty of each of the Sellers or the conditions to the obligations of the Buyer or Level 3.

SECTION 7.4. Contribution Transactions. SAVVIS shall, and shall cause the Company to, enter into the Contribution Agreement and shall cause the Contribution Transactions to occur immediately prior to the Closing.

SECTION 7.5. Negotiations. From and after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Section 12 hereof, SAVVIS Parent and the Sellers shall not, and shall cause any Persons acting on behalf of any of SAVVIS Parent, the Sellers, the Company or SAVVIS Parent’s Subsidiaries not to encourage, solicit, engage in discussions or negotiations with, or provide any information to, any Person or group (other than the Buyer or its representatives) concerning any merger, sale of substantial assets, sale of shares of capital stock, membership units or partnership interests or similar transaction involving the Company and the Business. Notwithstanding the foregoing, the parties agree that this Section 7.5 shall not restrict SAVVIS Parent, its board of directors or any other Person from taking any action in connection with any merger, tender offer, exchange offer or other business combination involving SAVVIS Parent or any sale or transfer of all or substantially all of SAVVIS Parent’s consolidated assets; provided that no such merger, tender offer, exchange offer or other business combination

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involving SAVVIS Parent or any sale or transfer of all or substantially all of SAVVIS Parent’s consolidated assets shall in any way release or modify the Sellers’ obligations under this Agreement or the other Transaction Documents.

SECTION 7.6. Reasonable Efforts. Upon the terms and subject to the conditions of this Agreement, SAVVIS Parent and the Sellers will use and shall cause each the Company to use, their commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby. Upon the terms and subject to the conditions of this Agreement, SAVVIS Parent and SAVVIS shall, and shall cause certain of its Affiliates to, as applicable, execute each of the Transition Services Agreement, the Reseller Agreement and the License Agreement on the Closing Date at the Closing.

SECTION 7.7. Notice of Breach. Through the Closing Date, SAVVIS Parent and the Sellers shall promptly give written notice with particularity upon having knowledge of any matter that constitutes or is reasonably likely to constitute a breach of any representation, warranty, agreement or covenant of each of SAVVIS Parent and the Sellers contained in this Agreement. No notification pursuant to this Section 7.7 shall qualify any representation or warranty of each of SAVVIS Parent and the Sellers or the conditions to the obligations of the Buyer or Level 3.

SECTION 7.8. Non-Compete. For a period of thirty (30) months from and after the Closing Date, each of SAVVIS Parent and SAVVIS agrees that it and its controlled Affiliates shall not, directly or indirectly, either for themselves or for any other Person, have any ownership interest in or participate in the financing, operation, management or control of an entity providing CDN Services or otherwise engaged in the Business (collectively, the “Competitive Business”). Notwithstanding any provision of this Agreement to the contrary, (a) SAVVIS Parent and its Affiliates shall not be deemed to, directly or indirectly, either for themselves or for any other Person, have any ownership interest in or participate in the financing, operation, management or control of a Competitive Business or otherwise to have breached any obligation set forth in this Section 7.8 if SAVVIS Parent or any of its Affiliates (i) beneficially owns five percent or less of the equity of any Person that engages in a Competitive Business, (ii) beneficially owns indebtedness or other non-voting securities of any Person that engages in a Competitive Business, or (iii) engages in a Competitive Business that results from the acquisition of a Person that is engaged in a Competitive Business, provided that the total revenues (the “Revenues”) of such acquired Person or acquired assets that are attributable to the Competitive Business represent the lesser of (x) 15% of the Revenues of such Person and (y) $15 million, provided that SAVVIS Parent and its Affiliates do not materially expand

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such Competitive Business subsequent to the acquisition thereof, and (b) SAVVIS Parent and its Affiliates shall be permitted to (i) engage in the business of reselling in a manner consistent with the terms and conditions of the Reseller Agreement, and (ii) be acquired by an entity engaged in a Competitive Business. Notwithstanding anything in this Agreement or any Transaction Document to the contrary, the foregoing provisions of this Section 7.8 shall not be binding upon any person or entity (or any of such person’s or entity’s Affiliates) other than SAVVIS Parent and its Subsidiaries, whether or not engaged in any Competitive Business, that acquires all or substantially all of the assets, business or capital stock of SAVVIS Parent or its parent entity, whether by means of a merger, consolidation, purchase of assets, tender or exchange offer, acquisition of shares, or any other similar transaction or series of transactions.

SECTION 7.9. Non-Solicitation.

(a) During the period commencing on the date of this Agreement and ending on the second year anniversary of the Closing Date, each of SAVVIS Parent and the Sellers shall not and shall cause their controlled Affiliates not to, directly or indirectly, without the prior written consent of the Buyer, induce or solicit for employment or engagement as a consultant, or hire or engage as a consultant, any Transferred Employee, provided, that (i) generalized searches through media advertisement, employment firms or otherwise that are not directed to such personnel and (ii) soliciting or hiring such individuals following their termination of employment with Buyer shall be permitted.

(b) The parties agree that a monetary remedy for a breach of the agreements set forth in Sections 7.8 and 7.9(a) hereof will be inadequate and impracticable and further agree that such a breach would cause Level 3 and the Buyer irreparable harm, and that Level 3 and the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, SAVVIS Parent and the Sellers agree that Level 3 and the Buyer shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions as a court of competent jurisdiction shall determine.

(c) If any provision of this Section 7.9 is invalid in part, it shall be curtailed, as to time, location or scope, to the minimum extent required for its validity under the laws of the United States and shall be binding and enforceable with respect to the Sellers as so curtailed.

SECTION 7.10. Accounts Receivable. From and after the Closing, in the event that Sellers collect any Accounts Receivable (as defined in the Contribution Agreement) which constitute Contributed Property, the Sellers shall pay the full amount of such collected Accounts Receivable to the Buyer, by wire transfer of immediately available funds to an account designated by the Buyer, within ten (10) Business Days of collection of such Accounts Receivable by the Sellers.

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SECTION 7.11. Tax Matters.

(a) Tax Cooperation. The Buyer and the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, the Company and the Acquired Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer and the Sellers shall retain all books and records with respect to Taxes pertaining to the Business, the Company and the Acquired Assets for a period of at least six years following the Closing Date. On or after the end of such period, each party shall provide the other with at least 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records (other than such books and records of Seller which also include information that is not related to the Business, the Company and Acquired Assets and that practically cannot be separated therefrom). The Sellers and the Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Company, the Acquired Assets or the Business.

(b) Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all recording charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid 40% by the Sellers and 60% by the Buyer and the parties shall cooperate in the filing of all necessary Tax Returns and other documentation with respect to such Taxes and charges.

(c) All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Property Taxes”) shall be apportioned between the Sellers and the Buyer based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period.

(d) Property Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable law. The paying party shall be entitled to reimbursement from the non-paying party for any Property Taxes apportioned to a portion of a period for which the other party has liability in accordance with Section 7.11(c). Upon payment of any such Property Tax, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under Section 7.11(c), together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than 30 days after the presentation of such statement.

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SECTION 7.12. Additional Assets. If at any point prior to the 12-month anniversary of the Closing Date, any assets of the Sellers or their Subsidiaries that are Contributed Property that have not been contributed to the Company pursuant to the Contribution Agreement or transferred to the Buyer pursuant to this Agreement (such assets are herein referred to as the “Additional Assets”), other than the Excluded Assets, are discovered, then the Buyer may deliver notice to SAVVIS, on or before such 12-month anniversary, requesting delivery of such Additional Assets and stating in reasonable detail the grounds for Buyer’s belief that such Additional Assets constitute Contributed Property. If Buyer so notifies SAVVIS, and SAVVIS agrees that the Additional Assets constitute Contributed Property and should be conveyed to Buyer, the Sellers shall sell, convey, transfer, assign and deliver to the Buyer such Additional Assets, free and clear of all Liens other than Permitted Liens, and the Sellers shall execute and deliver to the Buyer any further documents reasonably requested by the Buyer pursuant to Section 2.5 hereof. If SAVVIS objects to the conveyance of such Additional Assets, SAVVIS shall notify Buyer within 10 Business Days after receipt by SAVVIS of such notice from Buyer. If Buyer and SAVVIS are unable, within 10 Business Days after receipt by Buyer of such notice from SAVVIS, to resolve the matter after good faith negotiations, the dispute shall be submitted to an arbitration in New York, New York conducted in accordance with the rules of the American Arbitration Association, by an arbitrator appointed by the American Arbitration Association reasonably acceptable to Buyer and SAVVIS. The cost of any arbitration proceeding hereunder shall be borne equally by Buyer and SAVVIS, and the decision of the arbitrator shall be final and binding. For the avoidance of doubt, the consideration for such Additional Assets that are conveyed shall be deemed to be included in the Purchase Price and no additional cash shall be paid for such Additional Assets by the Buyer.

SECTION 7.13. Exclusion Option.

(a) At any time prior to the earlier to occur of (i) three (3) days prior to the Closing Date or (ii) the date that is 20 days following the date hereof, the Buyer may, in its sole discretion, elect to exclude (the “Exclusion Option”) from the Purchased Assets any asset or contract listed in Attachment 2B to Annex 2 hereto by delivering a written notice to SAVVIS identifying any such excluded assets or contracts (such identified assets and contracts, the “Excluded Foreign Assets”). If the Exclusion Option is exercised, then (i) Annex 2 and Annex 3 hereto shall be deemed amended to delete any reference to the Excluded Foreign Assets, (ii) such Excluded Foreign Assets shall no longer be Purchased Assets and (iii) such Excluded Foreign Assets shall be deemed to be Excluded Assets for purposes of this Agreement.

(b) To the extent that an Excluded Foreign Asset is a contract, the Buyer agrees to reimburse SAVVIS for actual payments made by SAVVIS in connection with the termination of such contracts (“Termination Payments”) pursuant to this Section 7.13, provided, however, that the amount of such reimbursement will be reduced by the amount of any payment made by Buyer to SAVVIS under the Transition Services Agreement in connection with the termination of such contracts thereunder. Following the Closing, SAVVIS shall provide the Buyer with a written notice of the Termination Payments made by SAVVIS, including documentation in support of such amounts, and the Buyer shall promptly reimburse SAVVIS for such Termination Payments.

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(c) If in exercising an Exclusion Option the Buyer shall elect not to purchase assets or contracts relating to a site set forth on Attachment 2B to Annex 2, then SAVVIS shall, upon the Buyer’s written request, promptly (but in no event earlier than Closing) re-route traffic from such site to an alternative site identified by the Buyer.

SECTION 7.14. Cease of Use. SAVVIS Parent, the Sellers and their Affiliates shall cease all use of, to the extent there is the Sellers’ Knowledge of, and shall use commercially reasonable efforts to destroy, any and all copies of Non-Patent Intellectual Property, Software and Technology that are included in the Contributed Property or Purchased Assets that do not constitute Other Overlapping IP (as defined in the License Agreement).

SECTION 8. COVENANTS OF LEVEL 3 AND THE BUYER.

SECTION 8.1. Commercially Reasonably Efforts. Upon the terms and subject to the conditions of this Agreement, the Buyer and Level 3 will, at their cost and expense, use their commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective in the most expeditious manner practicable the transactions contemplated hereby. Upon the terms and subject to the conditions of this Agreement, the Buyer shall execute on the Closing Date the Transaction Documents.

SECTION 8.2. Consents and Approvals. The Buyer and Level 3 shall, at their cost and expense, use commercially reasonable efforts to obtain all consents and approvals of third parties and Governmental Entities required to be obtained by them to effect the transactions contemplated by this Agreement. Notwithstanding the foregoing, in no event shall (a) the Buyer or any Affiliate of the Buyer be required to divest assets owned by Level 3 and its Subsidiaries or (b) the Company be required to divest assets owned by it as of the date hereof or to be contributed to the Company pursuant to the Contribution Agreement prior to the Closing. The Buyer and Level 3 shall cooperate with the Sellers in obtaining all consents required hereunder.

SECTION 8.3. Notice of Breach. Through the Closing Date, the Buyer and Level 3 shall promptly give written notice with particularity upon having knowledge of any matter that constitutes or is reasonably likely to constitute a breach of any representation, warranty, agreement or covenant of the Buyer or Level 3 contained in this Agreement. No notification pursuant to this Section 8.3 shall qualify any representation or warranty of the Buyer or Level 3 or the conditions to the obligations of each of the Sellers.

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SECTION 8.4. Employees and Employee Benefits.

(a) Offers of Employment. Not less than fifteen Business Days after the date hereof, the Buyer shall offer employment to the Business Employees listed on Schedule 8.4, such offers to be effective as of the Closing Date, provided such employees continue as employees of the Business on the Closing Date. The Business Employees who accept such offers of employment from the Buyer shall be referred to herein as “Transferred Employees”. Except as otherwise provided in this Section 8.4, any offer of employment the Buyer determines to make shall be for employment at-will by the Buyer as new employees of the Buyer (subject to any applicable probation period not prohibited by law) to occupy positions designated by the Buyer and pursuant to the terms and conditions determined by the Buyer in its sole discretion; provided that such terms and conditions are at least the same or reasonably comparable to the terms and conditions as such Business Employee currently receives. Prior to the Closing, the Sellers shall promptly notify the Buyer of any material changes in the employment status of any Business Employee.

(b) Liabilities for Seller Benefit Plans. Except as otherwise provided in this Section 8.4, the Sellers and their Subsidiaries shall retain sponsorship of, and all assets of, and liabilities under and with respect to, the Seller Benefit Plans in accordance with the terms of such arrangements.

(c) Past Service Credits. The Transferred Employees will be granted credit by the Buyer for their service with the Sellers and their Subsidiaries for purposes of determining eligibility, vesting and paid time off benefits under the applicable benefit plans maintained by the Buyer and its Affiliates. The Transferred Employees (and, as applicable, their covered dependents) shall, to the extent that they are otherwise eligible and have satisfied any applicable limitations and conditions under the Seller Benefit Plans, be allowed to participate in the welfare plans adopted or maintained by the Buyer without being subject to any waiting periods or any restrictions or limitations for pre-existing conditions; and all deductibles, coinsurance and maximum out-of-pocket expenses incurred by the Transferred Employees (and, as applicable, their covered dependents) under any Seller Benefit Plan during the portion of the plan year of such plan ending on the date such Transferred Employees’ participation in the corresponding benefit plan of the Buyer begins shall be taken into account under such Buyer benefit plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employees (and, as applicable, their covered dependents) for the applicable plan year as if such amounts had been paid in accordance with such Buyer benefit plan.

(d) Certain Compensation and Benefits. Without limiting the effect of any other provisions of this Section 8.4 and except as otherwise provided by this Section 8.4, on and after the Closing Date, the Sellers and their Subsidiaries shall promptly pay or provide when due to all Business Employees all compensation and benefits earned or accrued prior to and through the Closing Date pursuant to the terms of any compensation arrangements, employment agreements and employee pension or welfare benefit plans, programs or policies in existence as of the date hereof. On and after the Closing Date, the Buyer shall promptly pay or provide, or shall cause one of its Affiliates to promptly pay or provide, when due, to all Transferred Employees all compensation and benefits required to be paid or provided, including pursuant to

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the terms of this Agreement or any individual agreement with any Transferred Employee or pursuant to the terms of any relevant agreements entered into, or approved, by the Buyer on and after the Closing Date.

(e) Welfare Benefits; COBRA. All Transferred Employees shall cease to participate in the welfare benefit plans of the Sellers and their Subsidiaries as of the Closing Date, and such welfare benefit plans shall only be required to pay claims of Transferred Employees or their dependents or beneficiaries required to be paid under the terms of such welfare benefit plans to the extent incurred prior to the Closing Date. For the purposes of this Section 8.4(e), a claim shall be deemed incurred in accordance with the following:

(i) a medical, dental, or flexible spending account (including medical, dental and dependent care flexible spending accounts) claim shall be deemed incurred on the date the service is rendered or the product is purchased; provided, however, a medical claim relating to a claimant’s hospitalizations shall be deemed to be incurred on the date the claimant was first hospitalized;

(ii) a life insurance or dismemberment claim shall be deemed incurred on the date of the individual’s death or dismemberment;

(iii) a long-term disability claim shall be deemed incurred on the date the individual becomes disabled under the terms of the relevant plan or program;

(iv) with respect to short-term disability or salary continuation claims, on each day for which income benefits are payable to the claimant; and

(v) with respect to workers’ compensation claims, on the date the incident giving rise to the claim occurred.

The Sellers and their Subsidiaries shall retain all obligations and liabilities arising under COBRA with respect to all employees of the Business, and all “qualified beneficiaries” of such employees (including any “M&A qualified beneficiaries”), for whom a “qualifying event” occurs on or before the Closing Date. The Buyer and its Affiliates shall have sole responsibility for all obligations and liabilities arising under COBRA with respect to all Transferred Employees, and all “qualified beneficiaries” of such employees, for whom a “qualifying event” occurs after the Closing Date. The terms “qualified beneficiaries” and “qualifying event” shall have the meaning ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA, and the term “M&A qualified beneficiary” shall have the meaning ascribed to it under Section 54.4980B-9 Q&A-7 of the Treasury regulations.

(f) Paid Time Off. With respect to any accrued but unused paid time off (“PTO”) to which any Transferred Employee is entitled pursuant to the PTO policy, a copy of which is attached as Schedule 8.4(f) hereto (the “PTO Policy”), the Buyer shall, or shall cause its Affiliates to, as applicable, maintain or assume the liability for accrued PTO of Transferred Employees (but only to the extent such accrued liability is reflected in the Net Working Capital), and shall permit such Transferred Employees to use such PTO in accordance with the PTO Policy; provided, however, that if the Buyer deems it necessary to prevent such Transferred Employee from taking such PTO, the Buyer shall be liable for and pay in cash to each such Transferred Employee an amount equal to the wages relating to such PTO.

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(g) Savings Plan. Effective as of the Closing Date: (i) the Transferred Employees shall, pursuant to the terms of the Sellers’ qualified 401(k) savings plan, cease to actively participate in such plan, (ii) the Sellers shall cause each Transferred Employee who is a participant in such 401(k) savings plan to become vested in his or her benefits accrued under such plan as of the Closing Date, and (iii) the Transferred Employees shall have all rights, including distribution rights, of terminating participants under such 401(k) savings plan. The Buyer shall take all commercially reasonable actions necessary or appropriate to permit any electing Transferred Employees to transfer their distributions (including any outstanding plan loans but excluding after-tax contributions) from the Seller’s 401(k) savings plan in a direct rollover to a 401(k) savings plan maintained by the Buyer pursuant to timing and rollover election procedures determined by Buyer in its sole discretion.

(h) Bonuses. With respect to any 2006 incentive compensation payments to which any Transferred Employee may be entitled pursuant to the bonus or other annual incentive compensation programs applicable to such Transferred Employee immediately prior to the date hereof (the “Bonus Plans”), in connection with the Contribution Agreement, the Buyer shall, or shall cause its Affiliates to, assume the liability for such bonus and incentive payments (but only to the extent such liability is properly accrued as of the Closing Date and included in the Net Working Capital), assuming for purposes of such payments that all performance measures relevant to the determination of such payments under the Bonus Plans had been satisfied for the period beginning on January 1, 2006 and ending on the Closing Date.

(i) Cooperation. The Sellers and the Buyer agree to cooperate with each other in good faith in effectuating the provisions of this Section 8.4, and to furnish each other promptly with such information concerning Business Employees and Seller Benefit Plans, arrangements or policies as is necessary and appropriate to carry out the terms hereof. Without limiting the foregoing, the Sellers agree to: (i) provide the Buyer with a reasonable opportunity to communicate with the employees of the Business prior to the Closing Date, and (ii) subject to applicable law, provide the Buyer with such other personnel records and employee benefit plan participation records as the Buyer may reasonably request in respect of the employees of the Business.

(j) Third Party Beneficiaries. No provision of this Section 8.4 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Sellers or of any of their Affiliates in respect of continued employment (or resumed employment) with either the Buyer or any of its Affiliates, and no provision of this Section 8.4 shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any Seller Benefit Plan or any plan or arrangement which may be established by the Buyer or any of its Affiliates. No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Closing Date any such plans or arrangements of the Buyer or any of its Affiliates.

(k) International Business Employees. The Sellers and the Buyer consider that the sale of the Business under this Agreement constitutes a transfer within the meaning of

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the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended or replaced) (“Employment Regulations”) and that, with effect from the Closing Date, the contracts of employment of the Business Employees based in the United Kingdom (the “International Business Employees”), (save insofar as such contract relates to any occupational pensions scheme rights) will have effect as if originally made between the Buyer and the International Business Employees. The Sellers and the Buyer will each do all such things and shall provide such co-operation and assistance as the other may reasonably request to enable the other to meet its current statutory obligations in relation to the International Business Employees. The Sellers and the Buyer will each comply with their respective obligations under the Employment Regulations in respect of the duties to provide employee liability information and to inform and consult with the International Business Employees or their representatives within the meaning of the Employee Regulations. On or immediately after the Closing Date, the Buyer will deliver to each of the International Business Employees a letter addressing the following specific points: (i) the fact that the Buyer becomes such International Business Employees’ employer; (ii) the fact that such International Business Employees’ continuous employment and contractual and statutory employment rights will be preserved by the Buyer; and (iii) an explanation of pension options.

(l) Liabilities for International Business Employees. All emoluments and outgoings (including without limitation all wages, bonuses, benefits, tax and social security contributions) relating to the International Business Employees shall be borne by the Sellers up to but excluding the Closing Date (including emoluments that have accrued, but fall due after the Closing Date) and by the Buyer with effect from and including the Closing Date and all necessary apportionments shall be made. The Buyer shall indemnify and hold the Sellers harmless from and against any direct or indirect costs, claims, liabilities or losses arising out of or in connection with: (i) any claim by an International Business Employee that the change of identity of the employer is a significant change and to the International Business Employee’s detriment; (ii) any substantial change promised to be made or purported to be made by the Buyer to the International Business Employees’ working conditions; (iii) the employment by the Buyer of the International Business Employees on terms and conditions different from those enjoyed by them immediately before the Closing Date; and (iv) any claim by an International Business Employee whether in contract or tort, or under statute or other legislation or European law and any remedy sought by reason of any act or omission of the Buyer on or after the Closing Date.

SECTION 9. INDEMNIFICATION.

SECTION 9.1. Survival.

(a) Each of the representations, warranties and covenants set forth in this Agreement shall survive the Closing; provided, however, that no claim, lawsuit, or other proceeding arising out of or related to the breach of any representation or warranty contained in this Agreement may be made by any Indemnitee unless notice of such claim, lawsuit or other proceeding, is given to the Indemnitor in accordance with Section 9.4, (i) for all representations and warranties (other than those contained in Sections 5.6 (Title to Membership Units), 5.11 (Tax Matters), 5.15 (Patents) and 5.16 (Intellectual Property)) prior to the 18-month anniversary of the Closing Date; (ii) for all representations and warranties contained in Section 5.11 (Tax Matters) within 90 days after the expiration of the applicable statute of limitations; (iii) for all

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representations and warranties contained in Section 5.16 (Intellectual Property) prior to the 3 year anniversary of the Closing Date; and (iv) for all representations and warranties contained in Section 5.15 (Patents) prior to the 5 year anniversary of the Closing Date.

(b) No claim, lawsuit, or other proceeding arising out of or resulting from (i) the breach of any covenant contained in this Agreement required to be performed on or prior to the Closing Date, or (ii) Section 9.3(a)(iv) may be made by any Indemnitee unless notice of such claim, lawsuit or other proceeding, is given to the Indemnitor in accordance with Section 9.4 prior to the 18-month anniversary of the Closing Date.

(c) No claim, lawsuit, or other proceeding arising out of or resulting from Sections 9.2(a)(iii) (other than Infringement Excluded Liabilities (as defined below)) or 9.3(a)(iii) may be made by any Indemnitee unless notice of such claim, lawsuit or other proceeding, is given to the Indemnitor in accordance with Section 9.4 prior to the 4 year anniversary of the Closing Date. No claim, lawsuit or other proceeding arising out of or resulting from Infringement Excluded Liabilities pursuant to Section 9.2(a)(iii) may be made by any Indemnitee unless notice of such claim, lawsuit or other proceeding is given to the Indemnitor in accordance with Section 9.4 prior to the 6 year anniversary of the Closing Date.

(d) No claim, lawsuit, or other proceeding arising out of or resulting from Section 9.2(a)(v) may be made by any Indemnitee unless notice of such claim, lawsuit or other proceeding, is given to the Indemnitor in accordance with Section 9.4 prior to the date 90 days after the expiration of the applicable statute of limitations.

SECTION 9.2. Indemnification by SAVVIS Parent and the Sellers.

(a) From and after the Closing, regardless of any investigation at any time made by or on behalf of the Buyer or Level 3 or of any knowledge or information that the Buyer or Level 3 may have, SAVVIS Parent and the Sellers shall jointly and severally indemnify and fully defend, save and hold the Buyer, Level 3 and their Subsidiaries (including following the Closing, the Company) (the “Buyer Indemnitees”) harmless if any Buyer Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys’ fees), deficiency, interest, penalty, impositions, assessments or fines (collectively, “Losses”) arising out of or resulting from, or shall pay or become obliged to pay any sum on account of, one or more of the following:

(i) any breach of any representation or warranty of each of SAVVIS Parent and the Sellers contained in this Agreement or in any certificate delivered by any Seller to the Buyer or Level 3 in connection with the Closing;

(ii) any failure of each of SAVVIS Parent and the Sellers duly to perform or observe any covenant or agreement contained in this Agreement on the part of each of SAVVIS Parent and the Sellers to be performed or observed;

(iii) any Excluded Asset or Excluded Liability (as defined in the Contribution Agreement) relating to the Business;

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(iv) any Excluded Asset or Excluded Liability not covered by Section 9.2(a)(iii) and any assets, liabilities or obligations of the Foreign Asset Sellers other than (x) the Foreign Assumed Liabilities or (y) those covered by Section 9.2(a)(iii);

(v) any Pre-Closing Taxes that are not allocable to a Post-Closing Tax Period pursuant to Section 7.11(c);

(vi) any liabilities or obligations arising hereunder under the Employment Regulations, other than with respect to any Transferred Employee; or

(vii) the Buyer’s and Level 3’s enforcement of their rights under this Section 9.2.

(b) Notwithstanding anything herein to the contrary:

(i) Neither SAVVIS Parent nor the Sellers shall have any liability under Section 9.2(a)(i) unless the aggregate of all Losses relating thereto for which SAVVIS Parent and the Sellers would, but for this Section 9.2(b)(i), be liable exceeds on a cumulative basis an amount equal to $1 million (other than with respect to a breach of the representations and warranties contained in Section 5.11) and then only to the extent of any such excess;

(ii) the maximum amount for which SAVVIS Parent and the Sellers shall be liable with respect to matters covered by:

(A) Section 9.2(a)(i) shall not exceed $27 million (other than with respect to breaches of Section 5.15) and Section 9.2(a)(i) with respect to breaches of Section 5.15 shall not exceed $80 million; and

(B) Section 9.2(a)(iii) (to the extent any such Excluded Asset or Excluded Liability constitutes a claim of a violation, infringement, misuse or misappropriation of any Intellectual Property relating to the Sellers’ ownership and conduct of the Business prior to the Closing Date (an “Infringement Excluded Liability”)) shall not exceed $40 million;

provided, however, that in no event shall the aggregate combined liability of SAVVIS Parent and the Sellers for Losses pursuant to Sections 9.2(a)(i), (ii), (iii) and (v) be greater than an amount equal to the Purchase Price.

(iii) none of SAVVIS Parent or the Sellers shall have a right to contribution against the Company or any similar right in respect of any amounts paid by SAVVIS Parent and the Sellers to the Buyer Indemnities pursuant to the provisions of this Section 9.2;

(iv) SAVVIS Parent and the Sellers shall not have any liability for Losses that constitute Assumed Liabilities;

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(v) in all cases determining the amount of any Losses with respect to such breach, such representations and warranties shall be read without regard to any materiality qualifier (including, without limitation, any reference to Material Adverse Effect) contained therein;

(vi) in the event the Closing shall have occurred and any of the consents or approvals set forth on Schedule 11.3 (the “Special Consents”) shall not have been obtained prior to the Closing, no Buyer Indemnitee shall be entitled to indemnification or recovery against SAVVIS Parent or the Sellers with respect to the failure or inability to obtain such unobtained Special Consents and each Buyer Indemnitee shall be deemed to have waived its rights to indemnification hereunder in respect thereof; and

(vii) the amount of any Losses for which indemnification is provided under this Section 9 shall be net of (a) any amounts recovered by the Buyer Indemnitees under their insurance policies with respect to such Losses and (b) any tax savings to the Buyer Indemnitees or their affiliates arising from the incurrence or payment of any such Losses.

SECTION 9.3. Indemnification by Level 3 and the Buyer.

(a) From and after the Closing, regardless of any investigation at any time made by or on behalf of each of the Sellers or of any knowledge or information that each of SAVVIS Parent and the Sellers may have, the Buyer and Level 3 shall jointly and severally indemnify and fully defend, save and hold SAVVIS Parent, the Sellers and their Subsidiaries harmless if any of SAVVIS Parent, the Sellers or their Subsidiaries shall at any time or from time to time suffer any Losses arising out of or resulting from, or shall pay or become obligated to pay any sum on account of any one or more of the following:

(i) any breach of any representation or warranty of Level 3 or the Buyer contained in this Agreement or in any certificate delivered to each of SAVVIS Parent or the Sellers in connection with the Closing;

(ii) any failure of Level 3 or the Buyer duly to perform or observe any covenant or agreement contained in this Agreement on the part of Level 3 or the Buyer to be performed or observed;

(iii) any Acquired Asset, Assumed Liability (as defined in the Contribution Agreement) or Foreign Assumed Liability;

(iv) SAVVIS Parent’s or the Sellers’ failure or inability to obtain any Special Consents; or

(v) SAVVIS Parent’s and the Sellers’ enforcement of their rights under this Section 9.3.

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(b) Notwithstanding anything herein to the contrary:

(i) The Buyer and Level 3 shall not have any liability under Section 9.3(a)(i) unless the aggregate of all Losses relating thereto for which the Buyer and Level 3 would, but for this Section 9.3(b)(i), be liable exceeds on a cumulative basis an amount equal to $1 million and then only to the extent of any such excess;

(ii) the maximum amount for which the Buyer and Level 3 shall be liable with respect to matters covered by Section 9.3(a) (other than Section 9.3(a)(iii)) shall not exceed in the aggregate $27 million; provided, that, anything to the contrary herein notwithstanding, in no event shall the aggregate combined liability of the Buyer and Level 3 for Losses be greater than an amount equal to the Purchase Price;

(iii) the Buyer and Level 3 shall not have any liability for Losses that constitute Excluded Liabilities;

(iv) the parties agree that any amount payable to each of SAVVIS Parent or the Sellers made pursuant to this Section 9.3 shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law;

(v) in all cases in determining the amount of any Losses with respect to such breach, such representations and warranties shall be read without regard to any materiality qualifier contained therein; and

(vi) the amount of any Losses for which indemnification is provided under this Section 9 shall be net of (a) any amounts recovered by SAVVIS Parent and the Sellers under their insurance policies with respect to such Losses and (b) any tax savings to SAVVIS Parent, the Sellers or their affiliates arising from the incurrence or payment of any such Losses.

SECTION 9.4. Procedures for Indemnification. If a party entitled to indemnification under this Section 9 (an “Indemnitee”) asserts that a party obligated to indemnify it under this Section 9 (an “Indemnitor”) has become obligated to such Indemnitee pursuant to Section 9.2 or 9.3, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder, such Indemnitee shall give written notice to the Indemnitor; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been materially prejudiced by such failure. The Indemnitor may, but shall not be obligated to, upon prompt written notice to Indemnitee, assume the defense of such suit, action, investigation, claim or proceeding. If the Indemnitor furnishes such written notice, the Indemnitor shall have the sole power to direct and control the defense of any such suit, action, investigation, claim or proceeding. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the

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Indemnitee’s choice. The Indemnitee shall make available all information and assistance that the Indemnitor may reasonably request and shall fully cooperate with the Indemnitor in such defense. In the event of a failure of the Indemnitee to provide cooperation as required under this Section 9.4, the Indemnitor’s obligation to indemnify the Indemnitee shall be reduced to the extent of the Losses with respect to which the Indemnitor’s ability to defend against the action, investigation, claim or proceeding underlying such indemnification obligation has been prejudiced by such failure. The Indemnitor shall not compromise or settle any such suit, action, investigation, claim or proceeding unless (x) such compromise or settlement is on exclusively monetary terms and shall be paid entirely by the Indemnitor (subject to the provisions of Section 9.2(b)(i) and (ii) and 9.3(b)(i) and (ii), which shall be controlling) and the Indemnitee receives an unconditional release in such compromise or settlement or (y) the Indemnitee shall have consented in writing to the terms of such compromise or settlement, which consent shall not unreasonably withheld; provided, however, that if the Indemnitee fails to consent thereto, the Indemnitor’s liability with respect to such matter, if any, shall not exceed the proposed settlement amount. If the Indemnitor does not assume the defense of such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, in which case, the Indemnitee shall be entitled to recover the entire cost thereof from the Indemnitor (to the extent constituting indemnifiable Losses under this Section 9) subject to the provisions of this Section 9, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding and that constitute indemnifiable Losses under this Section 9; provided that the Indemnitor shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitor’s choice. Notwithstanding the foregoing provisions of this Section 9.4, (i) if a Person brings a claim for patent infringement against Buyer, Level 3 and/or their Subsidiaries (the “Buyer Parties”) that alleges infringement liability of any of the Buyer Parties for both the period before Closing and the period after Closing, (A) the Buyer Parties and SAVVIS Parent, the Sellers and their Subsidiaries (the “Seller Parties”) will cooperate in defending such claim and (B) the Buyer Parties will not compromise or settle such claim without the prior written consent of SAVVIS, which consent will not be unreasonably withheld, and (ii) if a Person brings a claim for patent infringement against any of the Seller Parties that alleges infringement liability of any of the Seller Parties for both the period after Closing and the period before Closing, (A) the Seller Parties and the Buyer Parties will cooperate in defending such claim and (B) the Seller Parties will not compromise or settle such claim without the prior written consent of Level 3, which consent will not be unreasonably withheld.

SECTION 9.5. Tax Treatment of Indemnification Payments. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

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SECTION 9.6. Exclusive Remedy. From and after the Closing Date, the sole and exclusive remedy for any breach or failure to be true and correct, or alleged breach or failure to be true and correct, of any representation or warranty or any covenant or agreement in this Agreement or any other claims arising from or relating to this Agreement or the transactions contemplated hereby, except for (i) claims determined by final, non-appealable judgment of a court of competent jurisdiction to arise from actual fraud and (ii) claims for specific performance of any party’s obligations hereunder, shall be indemnification in accordance with this Section 9, and the parties each waive any other remedy, which they, or any other Person entitled to indemnification hereunder, may have at law or in equity with respect thereto.

SECTION 10. CONDITIONS PRECEDENT TO PERFORMANCE BY SAVVIS PARENT AND THE SELLERS.

The obligations of SAVVIS Parent and the Sellers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by the Sellers in their sole discretion:

SECTION 10.1. Representations and Warranties of the Buyer and Level 3. All representations and warranties made by the Buyer and Level 3 in this Agreement that are qualified as to materiality or material adverse effect shall be true and correct, and all representations and warranties of the Buyer and Level 3 that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and (except to the extent such representations and warranties refer to a specific date) as of the Closing Date as if made by the Buyer and Level 3 on and as of the Closing Date, with only such exceptions in each case as would not, individually or in the aggregate, have a Level 3 Material Adverse Effect.

SECTION 10.2. Performance of the Obligations of the Buyer and Level 3. Level 3 and the Buyer shall have performed in all material respects all obligations required under this Agreement to be performed by it on or before the Closing Date. The Sellers shall have received a certificate as to the satisfaction of the conditions set forth in Sections 10.1 and 10.2 dated the Closing Date and signed by any officer of Level 3 and the Buyer.

SECTION 10.3. HSR Act. Any applicable waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

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SECTION 10.4. No Violation of Orders. No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect; provided that any party invoking this condition shall have used commercially reasonable efforts to have any such order, injunction or restraint vacated or removed; and no action or proceeding before any Governmental Entity shall have been instituted or threatened by any Governmental Entity or by any other person or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement, or which challenges the validity or enforceability of this Agreement, and which in any such case, has a reasonable likelihood of success in the opinion of counsel to the Sellers.

SECTION 10.5. Other Agreements. The Buyer shall have executed and delivered to SAVVIS the LLC Agreement, the Transition Services Agreement, the Reseller Agreement and the License Agreement.

SECTION 11. CONDITIONS PRECEDENT TO PERFORMANCE BY THE BUYER AND LEVEL 3.

The obligations of Level 3 and the Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by Level 3 and the Buyer in their sole discretion:

SECTION 11.1. Representations and Warranties of SAVVIS Parent and the Sellers. All of the representations and warranties made by SAVVIS Parent and the Sellers in this Agreement (other than those set forth in Sections 5.15(a), (b), (c) and (d)) that are qualified as to materiality or Material Adverse Effect shall be true and correct, and all representations and warranties of SAVVIS Parent and the Sellers (other than those set forth in Sections 5.15(a), (b), (c) and (d)) that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and (except to the extent such representations and warranties refer to a specific date) as of the Closing Date as if made by SAVVIS Parent and the Sellers on and as of the Closing Date, with only such exceptions in each case as would not, individually or in the aggregate, have a Material Adverse Effect. All of the representations and warranties made by SAVVIS Parent and the Sellers in Sections 5.15(a), (b), (c) and (d) shall be true and correct in all material respects, in each case as of the date hereof and (except to the extent such representations and warranties refer to a specific date) as of the Closing Date as if made by SAVVIS Parent and the Sellers on and as of the Closing Date.

SECTION 11.2. Performance of the Obligations of SAVVIS Parent and the Sellers. SAVVIS Parent and the Sellers shall have performed in all material respects all obligations required under this Agreement to be

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performed by it on or before the Closing Date. The Buyer shall have received a certificate as to the satisfaction of the conditions set forth in Sections 11.1 and 11.2 dated the Closing Date and signed by any officer of each of the Sellers.

SECTION 11.3. Consents and Approvals. The consents and notices required in connection with the execution, delivery and performance of this Agreement and the Contribution Agreement that are set forth on Schedule 11.3 hereto shall have been duly obtained or given and shall be in full force and effect on the Closing Date.

SECTION 11.4. HSR Act. Any applicable waiting period (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

SECTION 11.5. No Violation of Orders. No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect; provided that any party invoking this condition shall have used commercially reasonable efforts to have any such order, injunction or restraint vacated or removed; and no action or proceeding before any Governmental Entity shall have been instituted or threatened by any Governmental Entity or by any other person or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement, which challenges the validity or enforceability of this Agreement or which seeks material damages or other recourse against SAVVIS Parent, the Sellers, the Company or the Buyer and its Affiliates, and which in any such case, has a reasonable likelihood of success in the opinion of counsel to the Buyer.

SECTION 11.6. Other Agreements. The Sellers (as applicable) shall have executed and delivered to the Buyer the LLC Agreement, the Transition Services Agreement and the Reseller Agreement.

SECTION 11.7. Other Closing Documents. The Buyer and Level 3 shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of the Sellers or in furtherance of the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request.

SECTION 11.8. Contribution. The Contribution Transactions shall have been completed in accordance with the terms of the Contribution Agreement.

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SECTION 11.9. Employees. Each offer letter executed and delivered by the Business Employees whose names are set forth on Schedule 11.9 shall be in full force and effect.

SECTION 11.10. No Material Adverse Change. During the period from the date hereof to the Closing Date, there shall not have been any Material Adverse Effect.

SECTION 11.11. Material Agreements. Each of the Sellers’ customer contracts listed on Schedule 11.11 shall be in full force and effect.

SECTION 11.12. Credit Agreement. Wells Fargo Foothill, Inc. shall have released any and all security interest in the Contributed Property and Purchased Assets granted pursuant to that certain Credit Agreement, by and among SAVVIS Communications Corporation, SAVVIS, Inc., and Wells Fargo Foothill, Inc., dated June 10, 2005, as thereafter amended, the related Security Agreement, Guaranty Agreement, Trademark Security Agreement, and Patent Security Agreement, each also dated June 10, 2005.

SECTION 11.13. Contribution Transactions. SAVVIS shall, and shall cause the Company to, enter into the Contribution Agreement and shall cause the Contribution Transactions to occur immediately prior to the Closing.

SECTION 11.14. Tax Related Documentation. SAVVIS shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date, in form and substance as required under Treasury Regulation Section 1.1445-2(b)(2)(iv)(B) stating that SAVVIS is not a “foreign person” as defined in Section 1445 of the Code.

SECTION 12. TERMINATION.

SECTION 12.1. Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:

(a) By mutual consent of SAVVIS and the Buyer;

(b) By the Buyer, if any of SAVVIS Parent or the Sellers has breached any representation, warranty, covenant or agreement contained in this Agreement such that the conditions set forth in Section 11.1 or the first sentence of Section 11.2 hereof will not be satisfied, and has not, in the case of a breach of a covenant or agreement, cured such breach within 20 calendar days after written notice to SAVVIS of its intent to terminate this Agreement pursuant to this Section 12.1(b) (provided, that the Buyer and Level 3 are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured);

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(c) By SAVVIS, if Level 3 or the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement such that the conditions set forth in Section 10.1 or the first sentence of Section 10.2 hereof will not be satisfied, and has not, in the case of a breach of a covenant or agreement, cured such breach within 20 calendar days after written notice to the Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(c) (provided, that SAVVIS Parent and the Sellers are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured);

(d) By SAVVIS or the Buyer if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be enacted any federal or state statute which would make consummation of the transactions contemplated hereby illegal; or

(e) By SAVVIS or the Buyer if the Closing shall not have been consummated by March 22, 2007.

SECTION 12.2. Effect of Termination. In the event of the termination of this Agreement as provided in Section 12.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Sellers or the Buyer, or their respective officers, directors, stockholders, members or other Persons under their control, except to the extent that such termination results from the willful breach by a party hereto of any of its representations, warranties, covenants or agreements set forth in this Agreement, and provided that the provisions of Sections 12 and 13, hereof and the second to last sentence in Section 7.3 hereof shall remain in full force and effect and survive any termination of this Agreement.

SECTION 13. MISCELLANEOUS.

SECTION 13.1. Successors and Assigns.

(a) Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no force and effect; provided, however, that the Buyer may assign its rights hereunder to an Affiliate which is a Subsidiary of Level 3 subject to Section 2.3 hereof; provided, further that such Affiliate enters into a written agreement with the other parties hereto to be bound by the provisions of this Agreement in all respects and to the same extent as the assigning party is bound and provided that the assigning party shall continue to be bound by all of the obligations hereunder as if such assignment had not occurred and to perform such obligations to the extent such Affiliate fails to do so. Notwithstanding the foregoing, Level 3 shall not be relieved of its obligation to guarantee the obligations of Buyer hereunder following any permitted assignment hereunder and (i) neither SAVVIS Parent nor SAVVIS shall be relieved of its obligation to guarantee the obligations of the Foreign Asset Sellers hereunder following any permitted assignment hereunder and (ii) SAVVIS Parent shall not be relieved of its obligation to guarantee the obligations of SAVVIS hereunder following any permitted assignment hereunder.

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(b) Notwithstanding anything to the contrary set forth herein, the Buyer may assign all or a portion of its rights under Section 9 of this Agreement in connection with the direct or indirect sale of the outstanding capital stock or other equity or ownership interest of the Company or the direct or indirect sale of the assets or businesses of the Company to an unaffiliated third party; provided, however, that no such assignment by Buyer shall relieve Buyer of any of its obligations under Section 9 and such acquirer shall agree in writing to be bound by this Agreement.

(c) This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto.

SECTION 13.2. Governing law, Jurisdiction. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware. The parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the jurisdiction of, the courts of the State of Delaware or the United States of America for the District of Delaware.

SECTION 13.3. Expenses. Except as otherwise provided herein, regardless of whether or not the transactions contemplated hereby are consummated, (i) each of SAVVIS Parent and the Sellers, on the one hand, and the Buyer and Level 3, on the other hand, will pay its own costs and expenses incident to, preparing for, entering into and carrying out this Agreement and the consummation of the transactions contemplated hereby and (ii) SAVVIS Parent and the Sellers shall pay such costs and expenses of the Company to the extent such items are not paid prior to the Closing or not reflected as liabilities in the Closing Adjusted Net Working Capital, as finally determined under Section 3.3.

SECTION 13.4. Severability. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.

SECTION 13.5. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service if served personally on the party to whom notice is to be given or (ii) on the day after delivery (or if delivered on a Saturday, the next following Business Day) to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service (in all cases mailed for next day delivery), to the party as follows:

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If to each of SAVVIS Parent or the Sellers:

SAVVIS, Inc.

1 Savvis Parkway

Town & Country, Missouri 63017

Attn: General Counsel

With a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105-2482

Attn: William I. Schwartz, Esq.

If to the Buyer or Level 3:

Level 3 Communications, Inc.

1025 Eldorado Blvd.

Building 2000

Broomfield, Colorado 80021

Attn: General Counsel

With a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attn: David K. Boston, Esq.

Any party may change its address for the purpose of this Section by giving the other party written notice of its new address in the manner set forth above.

SECTION 13.6. Parent Guaranties.

(a) SAVVIS Parent shall perform, or cause to be performed, when due all the covenants and agreements to be performed under this Agreement by the Sellers. SAVVIS shall perform, or cause to performed, when due all the covenants and agreements to be performed under this Agreement by the Foreign Asset Sellers.

(b) Level 3 shall perform, or cause to performed, when due all the covenants and agreements to be performed under this Agreement by the Buyer or any Affiliate of Buyer who is a permitted assignee or Substitute Buyer under Section 2.3 hereof.

SECTION 13.7. Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition,

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or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as a further or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement.

SECTION 13.8. Public Announcements. The parties agree that after the signing of this Agreement, no party shall, or shall permit any of its Affiliates to, make any press release or public announcement concerning this transaction without the prior approval of the other parties, unless a press release or public announcement is required by law, judicial or administrative process or by obligations pursuant to any listing agreement with any national securities exchange or the NASDAQ Stock Market. Before a party makes any such announcement or other disclosure, it agrees to give the other parties reasonable prior notice and a reasonable opportunity to comment on the proposed disclosure.

SECTION 13.9. Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the transactions contemplated hereby and supersedes and replaces all prior agreements and understandings, oral or written, with regard to such transactions, unless otherwise provided herein. The Confidentiality Agreement and all Annexes, Exhibits and Schedules hereto and any documents and instruments delivered pursuant to any provision hereof, including the Transaction Documents, are expressly made a part of this Agreement as fully as though completely set forth herein.

SECTION 13.10. Parties in Interest. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligations or liability of any third Persons to SAVVIS, the Foreign Asset Sellers, Level 3 or the Buyer. No provision of this Agreement shall give any third parties any right of subrogation or action over or against SAVVIS Parent, SAVVIS, the Foreign Asset Sellers, the Buyer or Level 3.

SECTION 13.11. Scheduled Disclosures. Disclosure of any matter, fact or circumstance in a Schedule to this Agreement shall not be deemed to be disclosure thereof for purposes of any other Schedule hereto (unless reasonably apparent from a reading of the Schedules). Disclosure of any item on any of the attached Schedules shall not constitute an admission that such item is required to be so disclosed.

SECTION 13.12. Section and Paragraph Headings. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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SECTION 13.13. Counterparts. This Agreement may be executed in counterparts (including by facsimile), each of which shall be deemed an original, but all of which shall constitute the same instrument.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

SAVVIS COMMUNICATIONS CORPORATION,
a Missouri corporation
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	Chief Financial Officer
SAVVIS UK LIMITED
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	Director
SAVVIS TAIWAN LIMITED
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	Director
SAVVIS SINGAPORE CO. PTE. LTD.
By:	/s/ Jeffrey H. VonDeylen
Name:	Jeffrey H. VonDeylen
Title:	Director

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SAVVIS, INC.,
a Delaware corporation
By:	/s/ Eugene DeFelice
Name:	Eugene DeFelice
Title:	Senior Vice President, General Counsel
LEVEL 3 COMMUNICATIONS, LLC,
a Delaware limited liability company
By:	/s/ Robert Yates
Name:	Robert Yates
Title:	Senior Vice President
LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation
By:	/s/ Robert Yates
Name:	Robert Yates
Title:	Senior Vice President

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EX-10.1

Exhibit 10.1

3 CORPORATE PLACE

DATACENTER LEASE

Between

DIGITAL PISCATAWAY, LLC

as Landlord

and

SAVVIS COMMUNICATIONS CORPORATION

as Tenant

Dated

December 21, 2006

3 CORPORATE PLACE

DATACENTER LEASE

This Datacenter Lease (this “Lease”) is entered into as of the date specified in Item 4 of the Basic Lease Information (the “Effective Date”), by and between Landlord (defined in Item 1 of the Basic Lease Information, below) and Tenant (defined in Item 2 of the Basic Lease Information, below):

RECITALS

A. Landlord is the owner of the Land (defined in Item 20 of the Basic Lease Information, below). The Land is improved with, among other things, the Building (defined in Item 21 of the Basic Lease Information, below). The Land, the Building, and Landlord’s personal property thereon or therein may be referred to herein as the “Property.”

B. Tenant desires to lease (i) a portion of the space in the Building (defined in Item 21 of the Basic Lease Information, below) and (ii) certain Pathway (defined in Section 1.1 of the Standard Lease Provisions, below) between the Premises and the Meet-Me-Room (defined in Item 23 of the Basic Lease Information, below), for the purpose of connection to other communications networks during the Term (as defined in Section 2.1 of the Standard Lease Provisions, below).

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, Landlord and Tenant agree as follows:

BASIC LEASE INFORMATION

1. Landlord:	Digital Piscataway, LLC, a Delaware limited liability company (“Landlord”)
2. Tenant:	Savvis Communications Corporation, a Missouri corporation (“Tenant”) Tenant represents that it has been validly formed or incorporated under the laws of the State of Missouri.
3. Tenant Addresses:	Tenant Address for Notices: 4650 Old Ironsides Drive Santa Clara, California 95054 Attn: Corporate Real Estate Fax No: (408) 884-6242 With a copy to: 1 Savvis Parkway Town & Country, Missouri 63017 Contact Name: Tim Caulfield Phone No: (314) 628-7000 Fax No: (949) 606-8983 Tenant Address for Invoice of Rent: 4650 Old Ironsides Drive Santa Clara, California 95054 Attn: Corporate Real Estate Phone No: (408) 884-6244 Fax No: (408) 884-6242	With copies to: 1 Savvis Parkway Town & Country, Missouri 63017 Attn: General Counsel Phone No: (314) 628-7185 Fax No: (888) 522-6510 Wells Fargo Foothill, Inc. 2450 Colorado Avenue Suite 3000 West Santa Monica, California 90404 Attention: Business Finance Manager – SAVVIS and Wells Fargo Foothill 1100 Abernathy Rd, Suite 1600 Atlanta, GA 30328 Attention: Business Finance Manager – SAVVIS

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4. Effective Date/ Commencement Date:
Effective Date: (Sign Date)	December 21, 2006 (being the latest date of execution shown on the signature page hereto).
Commencement Date: (Lease Start)	March 1, 2007 Early Occupancy. The foregoing notwithstanding, Landlord agrees to permit Tenant to occupy the Premises, prior to the Commencement Date, on and after January 1, 2007 (the “Early Occupancy Date”) (the period between the Early Occupancy Date and the Commencement Date is referred to herein as the “Early Occupancy Period”). Tenant agrees that, while Tenant shall not be required to pay Base Rent or Additional Rent (other than electricity) during the Early Occupancy Period, Tenant shall be required to pay any and all electricity charges that accrue to the Premises during the Early Occupancy Period.
5. Term:	Approximately 180 months (expiring on February 28, 2022 (Lease End))
6. Renewal Term:	Two (2) Renewal Options (defined in Section 2.3.1 of the Standard Lease Provisions, below), each to extend the Term (defined below) for a Renewal Term (defined in Section 2.3.1 of the Standard Lease Provisions, below) of 60 months pursuant to Section 2.3, below.
7. Tenant Space:	The Premises described in Item 7(a), below, the Pathway described in Item 7(b), below, and the Ancillary Space described in Item 7(c), below.
(a) Premises:	Suites 100, 110 and 120 in the Building, containing approximately 88,171 rentable square feet, per the ANSI/BOMA Z65.1 – 1996 (“BOMA”) measurements set forth on Exhibit “A-2” attached hereto, of separately demised area (the “Premises”), on the 1st floor of the Building, as shown on Exhibit “A”. For the avoidance of doubt, Landlord and Tenant acknowledge and agree that the Premises consists of the upper surface of sub-floor below first floor up to the inside surface of the slab of the second floor (i.e. slab to slab) including the floor and ceiling plenums.
(b) Pathway:
(i) Conduit:	a. Six (6) four inch (4”) conduits diversely routed from the Premises depicted on Exhibit “A” to the Meet-Me-Room as described on Exhibit “C” (the “MMR Conduits”), to be installed by Tenant, in accordance with Section 8.3 hereof, along the pathways designated by Landlord. b. Two (2) four inch (4”) conduits diversely routed from the two Building points of Premises entry into the Premises depicted on Exhibit “A” (the “Backbone Conduits”), to be installed by Tenant, in accordance with Section 8.3 hereof, along the pathways designated by Landlord. c. One (1) four inch (4”) conduit from the Premises to the Ancillary Space-Rooftop Equipment Space (defined below), to be installed by Tenant, in accordance with Section 8.3 hereof, along the pathway designated by Landlord.

-ii-

	All POTS (Plain Old Telephone) lines are delivered from the local exchange carrier to the Premises at no charge. Tenant has the right to install and is responsible for its costs of installation of all cable(s) in the Conduits between the Meet Me Room and the Premises.
(ii) Additional Pathway:	In the event that, at Tenant’s request, Landlord permits Tenant to use fiber or copper (or any other means of connection) in addition to the Pathway described in Item 7(b), above (any of the same, “Additional Pathway”), (i) Tenant shall pay Rent (defined in Section 3.3, below) with respect to such installations or use of such Additional Pathway in an amount equal to the then prevailing market rent in the Building established from time to time by Landlord as the rental rate for new installations and/or use of fiber, copper or other means of connection and (ii) the execution by Tenant of an amendment to this Lease describing such additional installations and/or uses of such Additional Pathway, adding such Additional Pathway and/or uses to the Tenant Space, and setting forth the Rent payable by Tenant to Landlord with respect to such additional installations and/or uses of such Additional Pathway shall be a condition precedent to Tenant’s right to use such Additional Pathway for such additional installations and/or uses.
(c) Ancillary Space:	a.      The “Ancillary Space – Rooftop Equipment Space”, in the rooftop location designated by Landlord (the “Ancillary Space – Rooftop Equipment Space”), but subject to the terms of Exhibit “J” attached hereto. b.      The “Ancillary Space – Generator Yard Space”, as described on Exhibit “A-3”, attached hereto (the “Ancillary Space – Generator Yard Space”; together with the Ancillary Space – Rooftop Equipment Space, collectively, the “Ancillary Space”).
8. Interconnections:	No monthly charges will apply for Tenant interconnections in the Meet-Me-Room.
9. Base Rent:	$265,982.52 NNN per month for the period March 1, 2007 through February 29, 2008 (months 1-12 of the Term) $273,961.99 NNN per month for the period March 1, 2008 through February 28, 2009 (months 13-24 of the Term) $282,180.85 NNN per month for the period March 1, 2009 through February 28, 2010 (months 25-36 of the Term) $290,646.28 NNN per month for the period March 1, 2010 through February 28, 2011 (months 37-48 of the Term) $299,365.67 NNN per month for the period March 1, 2011 through February 29, 2012 (months 49-60 of the Term) $308,346.64 NNN per month for the period March 1, 2012 through February 28, 2013 (months 61-72 of the Term)

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	$317,597.03 NNN per month for the period March 1, 2013 through February 28, 2014 (months 73-84 of the Term) $327,124.95 NNN per month for the period March 1, 2014 through February 28, 2015 (months 85-96 of the Term) $336,938.69 NNN per month for the period March 1, 2015 through February 29, 2016 (months 97-108 of the Term) $347,046.86 NNN per month for the period March 1, 2016 through February 28, 2017 (months 109-120 of the Term) $357,458.26 NNN per month for the period March 1, 2017 through February 28, 2018 (months 121-132 of the Term) $368,182.01 NNN per month for the period March 1, 2018 through February 28, 2019 (months 133-144 of the Term) $379,227.47 NNN per month for the period March 1, 2019 through February 29, 2020 (months 143-156 of the Term) $390,604.29 NNN per month for the period March 1, 2020 through February 28, 2021 (months 157-168 of the Term) $402,322.42 NNN per month for the period March 1, 2021 through February 28, 2022 (months 169-180 of the Term)
10. Intentionally Deleted.	Intentionally Deleted.
11. Security Deposit/Letter of Credit; Prepaid Rent	Security Deposit/Letter of Credit: Tenant agrees to provide Landlord a Letter of Credit payable to Landlord upon demand in the amount of $797,947.56 (being three (3) months’ of 1st year’s Base Rent), within five (5) days following Tenant’s execution of this Lease, subject to the terms of Exhibit “G”, attached hereto. Prepaid Rent: $265,982.52 due and payable upon Tenant’s execution of this Lease, consisting of the first month’s Base Rent
12. Building Rules and Regulations:	This term shall mean Landlord’s rules and regulations for the Building (the “Building Rules and Regulations”), as such Building Rules and Regulations may be amended from time to time by Landlord in accordance with Section 6.2 of the Standard Lease Provisions of this Lease. The current version of the Building Rules and Regulations is attached hereto as Exhibit “I”.
13. Intentionally Deleted	Intentionally Deleted

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14. Intentionally Deleted	Intentionally Deleted
15. Eligibility Period:	(a) five (5) consecutive days or Five (5) non-consecutive days in any twelve (12) calendar month period, in general; and (b) twenty-four (24) hours with regard to the need for a Water Repair or a Switch Gear Repair.
16. Landlord’s Address for Notices:	Digital Piscataway, LLC c/o Digital Realty Trust, L.P. 300 Boulevard East Management Office Weehawken, NJ 07086 Attention: Property Manager Telefax No. (201) 392-8227	With copies to: Digital Realty Trust, L.P. 115 2nd Avenue Waltham, MA 02451-1107 Attn: David J. Caron Telefax No. (781) 319-5019 And: Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation 2323 Bryan Street, Suite 2200 Dallas, TX 75201 Attention: Noah K. Hansford Telefax No. (214) 969-4999
17. Landlord’s Address for Payment of Rent:	ACH Payments: Bank of America NT&SA 1850 Gateway Blvd. Concord, CA 94520-3282 Routing Number: 121000358 Account Number: 1459927528 Account Name: Digital Piscataway, LLC Regarding/Reference: Tenant Account No., Invoice No. Wire Payments: Bank of America NT&SA 100 West 33rd Street New York, NY 10001 Routing Number: 026009593 SWIFT: BOFAUS3N Account Number: 1459927528 Account Name: Digital Piscataway, LLC Regarding/Reference: Tenant Account No., Invoice No. Check Payments: Digital Piscataway, LLC 14109 Collections Center Drive Chicago, IL 60693

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	Contact Information: Charissa Ha Director of Cash Management Digital Realty Trust 560 Mission Street, Suite 2900 San Francisco, CA 94104 P: (415) 738-6509 F: (415) 738-6501
18. Brokers:
(a) Landlord’s Broker:	None.
(b) Tenant’s Broker:	Equis.
19. Intentionally Deleted	Intentionally deleted
20. Land:	The land (“Land”) located at: 3 Corporate Place, Piscataway, New Jersey
21. Building:	3 Corporate Place: A three (3)-story building consisting of approximately 276,931 rentable square feet (the “Building”)
22. Common Area:	That part of the Property designated by Landlord from time to time for the common use of all tenants, including among other facilities, the sidewalks, service corridors, curbs, truckways, loading areas, private streets and alleys, lighting facilities, mechanical and electrical rooms, janitors’ closets, halls, lobbies, delivery passages, elevators, drinking fountains, meeting rooms, public toilets, parking areas and garages, decks and other parking facilities, landscaping and other common rooms and common facilities.
23. Meet-Me Room:	Suite 315 of the Building located on the third floor of the Building serves as the common interconnection area for Building tenants.
24. Landlord Group:	Landlord, Digital Realty Trust, L.P., Digital Realty Trust, Inc., and their respective directors, officers, shareholders, members, employees, agents, constituent partners, affiliates, beneficiaries, trustees and representatives (the “Landlord Group”).
25. Tenant Group:	Tenant, Savvis, Inc., and their respective directors, officers, shareholders, members, employees, agents, constituent partners, affiliates, beneficiaries, trustees and representatives (“Tenant Group”).

This Lease shall consist of the foregoing Basic Lease Information, and the provisions of the Standard Lease Provisions (the “Standard Lease Provisions”) (consisting of Sections 1 through 17 which follow) and Exhibits “A” through “K”, inclusive, all of which are incorporated herein by this reference as of the Effective Date. In the event of any conflict between the provisions of the Basic Lease Information and the provisions of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions.

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STANDARD LEASE PROVISIONS

1. LEASE OF PREMISES.

1.1 Tenant Space. Subject to the terms and conditions of this Lease, Landlord hereby leases to Tenant and Tenant leases from Landlord for the Term (defined in Section 2.1, below), (i) the Premises, as specified in Item 7(a) of the Basic Lease Information in the approximate locations depicted on Exhibit “A” attached hereto (the “Premises”); (ii) those certain conduit(s), partial conduit(s) and/or dark fiber(s) or copper described in Item 7(b) of the Basic Lease Information (the “Pathway”); and (ii) the Ancillary Space described in Item 7(c) of the Basic Lease Information (the “Ancillary Space”). The Premises, the Pathway and the Ancillary Space shall be referred to herein collectively as the “Tenant Space.”

1.2 Condition of Tenant Space. Tenant has inspected the Datacenter and the Tenant Space and accepts them in their “AS IS, WHERE IS” condition. Tenant acknowledges and agrees that (i) no representation or warranty (express or implied) has been made by Landlord as to the condition of the Property, the Building, or the Tenant Space or their suitability or fitness for the conduct of Tenant’s Permitted Use, its business or for any other purpose and (ii) except as specifically set forth herein, Landlord shall have no obligation to construct or install any improvements in or to make any other alterations or modifications to the Tenant Space. The taking of possession of the Tenant Space by Tenant shall conclusively establish that the Tenant Space and the Building were at such time in good order and clean condition.

1.3 Interconnections. Tenant acknowledges and agrees that all interconnections between the systems of Tenant and those of other tenants of the Building must be made in the Meet-Me-Room. During the Term of this Lease and subject to availability, Tenant shall have the right to lease Additional Pathway between the Premises and the Meet-Me-Room upon Landlord’s then prevailing standard rates and terms for such Additional Pathway.

1.4 Common Area. The Common Area, as defined in Paragraph 22 of the Basic Lease Information hereof, shall be subject to Landlord’s sole management and control and shall be operated and maintained in such manner as Landlord in Landlord’s discretion shall determine. Landlord reserves the right to change from time to time the dimensions and location of the Common Area, to construct additional stories on the Building and to place, construct or erect new structures or other improvements on any part of the Land without the consent of Tenant. Tenant, and Tenant’s employees, invitees and Permitted Licensees shall have the nonexclusive right to use the Common Area as constituted from time to time, such use to be in common with Landlord, other tenants of the Building and other persons entitled to use the same, and subject to such reasonable rules and regulations governing use as Landlord may from time to time prescribe. Tenant shall not solicit business or display merchandise within the Common Area, or distribute handbills therein, or take any action which would interfere with the rights of other persons to use the Common Area. Landlord may temporarily close any part of the Common Area for such periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations.

1.5 Quiet Enjoyment; Access. Subject to all of the terms and conditions of this Lease, Tenant shall quietly have, hold and enjoy the Tenant Space without hindrance from Landlord or any person or entity claiming by, through or under Landlord. Subject to the terms and conditions of this Lease (including, without limitation, the Building Rules and Regulations (defined in Section 6.2, below)) and Landlord’s Access Control Systems (defined in Section 7.1, below), Tenant shall have access to the Tenant Space twenty-four (24) hours per day, seven (7) days per week.

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2. TERM.

2.1 Term. The term of this Lease, and Tenant’s obligation to pay Rent under this Lease, shall commence on the Commencement Date and shall continue in effect for the period specified in Item 5 of the Basic Lease Information (the “Term”), unless this Lease is earlier terminated as provided herein.

2.2 Delivery of Tenant Space. Landlord shall deliver possession of the Premises to Tenant on the Commencement Date. In the event that Landlord shall fail to deliver to Tenant possession of the Premises on the Commencement Date for any other reason, Landlord shall not be deemed in default hereunder, and the Commencement Date shall be deemed to be extended until the date on which Landlord shall complete such installation and/or tender to Tenant delivery of possession of the Premises; provided, however, that, subject to Force Majeure (defined in Section 17.14, below), Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease if such installation has not been completed and/or Landlord shall fail to tender delivery of possession of the Premises on or before the date that is sixty (60) days after the date set forth in Item 4 of the Basic Lease Information (as such date may be extended for Force Majeure).

2.3 Renewal Options.

2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, Tenant shall have the number of options (each, an “Renewal Option”) specified in Item 6 of the Basic Lease Information to extend the Term of this Lease with respect to the entire Tenant Space, each for an additional term of sixty (60) calendar months (collectively the “Renewal Terms”, each a “Renewal Term”), upon the same terms, conditions and provisions applicable to the then current Term of this Lease (except as provided otherwise herein). The Base Rent and other charges payable with respect to the Tenant Space for each Renewal Term (the “Option Rent”) shall be as follows:

1^st Renewal Term:

Period: (months of the Term)	Monthly Base Rent:
181 – 192	$	414,392.09
193 – 204	$	426,823.86
205 – 216	$	439,628.57
217 – 228	$	452,817.43
229 – 240	$	466,401.95

2^nd Renewal Term:

Period: (months of the Term)	Monthly Base Rent:
241 – 252	$	480,394.01
253 – 264	$	494,805.83
265 – 276	$	509,650.01
277 – 288	$	524,939.51
289 – 300	$	540,687.69

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2.3.2 Tenant may exercise each Renewal Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least nine (9) calendar months (and not more than twenty-four (24) calendar months) prior to then applicable expiration date of the Term, which Option Exercise Notice shall specify that Tenant is irrevocably exercising its Renewal Option so as to extend the Term of this Lease by a Renewal Term on the terms set forth in this Section 2.3. In the event that Tenant shall duly exercise a Renewal Option, the Term shall be extended to include the applicable Renewal Term (and all references to the Term in this Lease shall be deemed to refer to the Term specified in Item 5 of the Basic Lease Information, plus all duly exercised Renewal Terms). In the event that Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Renewal Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.

2.3.3 Tenant shall have the right to exercise any Renewal Option only with respect to the entire Tenant Space leased by Tenant at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises a Renewal Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of a Renewal Option shall, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice or on the date on which the Option Term is scheduled to commence there shall be an uncured Event of Default by Tenant under this Lease.

3. BASE RENT AND OTHER CHARGES.

3.1 Base Rent. Commencing on the Commencement Date, Tenant shall pay to Landlord base rent (the “Base Rent”) for the Tenant Space in the amount set forth in Item 9 of the Basic Lease Information. All such Base Rent shall be paid to Landlord in monthly installments in advance on the first day of each and every month throughout the Term of this Lease; provided, however, that (a) the first full monthly installment of Base Rent shall be payable upon Tenant’s execution of this Lease and (b) if the Term of this Lease does not commence on the first day of a calendar month, the Base Rent for such partial calendar month shall (i) be calculated on a per diem basis determined by dividing the Base Rent above by the number thirty (30) and multiplying such amount by the number of days remaining in such calendar month from and after (and including) the Commencement Date, and (ii) shall be paid by Tenant to Landlord on the Commencement Date. Tenant shall not pay any installment of Rent (defined in Section 3.4, below) more than one (1) month in advance.

3.2 Intentionally Deleted.

3.3 Operating Expenses and Taxes.

3.3.1 For purposes of this Section 3.3, the following definitions and calculations shall apply:

(1) The term “Operating Expenses” shall mean all reasonable expenses, costs and disbursements of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, maintenance, repair, replacement, protection and security of the Property, determined on an accrual basis in accordance with generally accepted accounting principles, including, without limitation, the following:

(i) Salaries and wages of all employees (“on-site” employees, including general manager and below, but including a pro rata share of the salaries and wages of “rotating on-site employees”, such as engineers who rotate among several buildings) engaged in the operation, maintenance and security of the Property, including taxes, insurance and benefits (including pension, retirement and fringe benefits) relating thereto;

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(ii) Cost of all supplies and materials used in the operation, maintenance and security of the Property (excluding cleaning and char supplies related to the cleaning of other tenants’ premises);

(iii) Cost of all electricity supplied to the Common Areas of the Property and all water and sewage service supplied to the Property;

(iv) Cost of all maintenance and service agreements for the Property and the equipment therein, including, without limitation, alarm service, parking facilities, security (both on-site and off-site), janitorial service, landscaping, fire protection, sprinklers, window cleaning and elevator maintenance, but excluding all cleaning and char contracts related to the cleaning of other tenants’ premises;

(v) Cost of all insurance relating to the Property, including the cost of casualty, rental and liability insurance applicable to the Property and Landlord’s personal property used in connection therewith;

(vi) Cost of repairs and general maintenance, but specifically excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or by other third parties;

(vii) Cost of any capital improvement item, including installation thereof, amortized on a straight-line basis, but (A) only if it can be conclusively demonstrated that such item reduced the Operating Expense(s) to which it specifically relates, (B) only to the extent of such demonstrable savings and (C) excluding the cost of any capital improvement arising merely from the breakage or wearing out of a capital item;

(viii) Management fee equal to three percent (3%) times the product of gross rents actually collected at the Building during the year at issue (but in no event to exceed the product of the Management Fee Rate Cap (defined below) and the weighted average number of rentable square feet of occupied space in the Building); it being agreed that the management fee shall not be subject to the gross up provision of Section 3.3.4. For the purposes of this Lease, the term “Management Fee Rate Cap” shall mean and refer, in the first year of this Lease, to twenty-four dollars ($24). For each subsequent year of the Lease, the Management Fee Rate Cap shall escalate at a rate of three percent (3%) per year on a cumulative basis (e.g., in the 2^nd and 3^rd years of the Lease, the Management Fee Rate Cap shall be $24.72 and $25.46, respectively).

To the extent that any Operating Expenses are attributable to the Property and other properties of Landlord (specifically, including, without limitation, engineers who rotate among buildings), Landlord shall disclose the same to Tenant and a fair and reasonable allocation of such Operating Expenses shall be made between the Property and such other properties.

(2) The term “Operating Expenses” shall exclude the costs set forth on Exhibit “H”.

(3) [Intentionally Deleted]

(4) The term “Actual Operating Expenses” shall mean, with respect to each calendar year during the Term, the actual Operating Expenses for such year. The term “Actual Operating Expenses Rate” shall mean, with respect to each calendar year during the Term, the Actual Operating Expenses attributable to each square foot of rentable area in the Building (as set forth in

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Item 21 of the Basic Lease Information), and shall be calculated by dividing the Actual Operating Expenses by the total number of square feet of rentable area in the Building. The term “Tenant’s Proportionate Share of Actual Operating Expenses” shall mean, with respect to each calendar year during the Term, an amount equal to the product of (i) the Actual Operating Expenses Rate, multiplied by (ii) the sum of the number of square feet of rentable area in the Premises (as defined in Item 7(a) of the Basic Lease Information) in such year.

(5) The term “Taxes” shall mean all taxes, assessments and governmental charges (foreseen or unforeseen, general or special, ordinary or extraordinary) whether federal, state, county or municipal and whether levied by taxing districts or authorities presently taxing the Property or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Property or its operation, and all taxes of whatsoever nature that are imposed in substitution for or in lieu of any of the taxes, assessments or other charges herein defined (including, but not limited to, margin taxes and/or other similar taxes assessed against or imposed on the Property or on Landlord as the owner of the Property, or measured by the income or profits of Landlord from the ownership and/or operation of the Property, and those taxes described in Section 4.2 hereof). Except as set forth in Article 4 hereof, Taxes shall not include any and all federal, state or local (i) franchise, capital stock or similar taxes, if any, of Landlord (unless in lieu of or a substitute for any other tax or assessment upon or with respect to any of the Tenant Space which, if such other tax or assessment were in effect on the Commencement Date, would be payable by Tenant hereunder or by Applicable Law), (ii) income, excess profits or other taxes, if any, of Landlord, determined on the basis of or measured wholly or in part by Landlord’s net income (unless such a tax is in the nature of a margin tax or other tax on rents, or is levied 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 Commencement Date, would be payable by Tenant hereunder or by Applicable Law), (iii) any estate, inheritance, succession, gift or similar taxes of Landlord, (iv) 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 capital gains, income, stamp or real property gains or withholding tax (unless attributable to an Event of Default or unless such transfer is to Tenant or a person designated by Tenant), or (v) any tax that would not have been imposed but for the failure of Landlord to comply with certification, information, documentation or other reporting requirements applicable to Landlord, if compliance with such requirements is required by statute or regulation of the relevant taxing authority as a precondition to relief or exemption from such tax, and (vi) any interest or penalties relating to any item listed in clauses (i) through (v) above.

(6) [Intentionally Deleted]

(7) The term “Actual Taxes” shall mean, with respect to each calendar year during the Term, the actual Taxes for such year. The term “Actual Tax Rate” shall mean, with respect to each calendar year during the Term, the Actual Taxes attributable to each square foot of rentable area in the Building (as set forth in Item 21 of the Basic Lease Information), and shall be calculated by dividing the Actual Taxes by the total number of square feet of rentable area in the Building. The term “Tenant’s Proportionate Share of Actual Taxes” shall mean, with respect to each calendar year during the Term, an amount equal to the product of (i) the Actual Tax Rate, multiplied by (ii) the sum of the number of square feet of rentable area in the Premises (as defined in Item 7(a) of the Basic Lease Information) in such year.

3.3.2 Tenant shall be obligated to pay to Landlord as additional rental an amount equal to Tenant’s Proportionate Share of Actual Operating Expenses. In addition, Tenant shall be obligated to pay to Landlord as additional rental an amount equal to Tenant’s Proportionate Share of Actual Taxes. To implement the foregoing, Landlord shall provide to Tenant on or before June 15 (or as soon thereafter as reasonably possible) after the end of the calendar year in which the Commencement Date occurs, a statement of the Actual Operating Expenses and the Actual Taxes for such calendar year, the Actual Operating Expenses Rate and the Actual Tax Rate for such calendar year, and Tenant’s Proportionate Share of Actual Operating Expenses, and Tenant’s Proportionate Share of Actual

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Taxes for such calendar year. Tenant shall pay to Landlord, within thirty (30) days after Tenant’s receipt of such statement, an amount equal to Tenant’s Proportionate Share of Actual Operating Expenses for such calendar year. Tenant shall pay to Landlord, within thirty (30) days after Tenant’s receipt of such statement, an amount equal to Tenant’s Proportionate Share of Actual Taxes for such calendar year.

3.3.3 Beginning with the Commencement Date (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of (i) the projected annual Operating Expenses per square foot of rentable area in the Property (the “Projected Operating Expenses Rate”), and (ii) the projected annual Taxes per square foot of rentable area in the Property (the “Projected Tax Rate”). Beginning with the Commencement Date, Tenant shall pay to Landlord on the first day of each month an amount (the “Projected Operating Expenses Installment”) equal to one-twelfth (1/12) of the product of (i) the Projected Operating Expenses Rate for such calendar year, multiplied by (ii) the sum of the number of square feet of rentable area in the Premises (as defined in Item 7(a) of the Basic Lease Information) on the first day of the prior month. Beginning with the Commencement Date, Tenant shall also pay to Landlord on the first day of each month an amount (the “Projected Tax Installment”) equal to one-twelfth (1/12) of the product of (i) the Projected Tax Rate for such calendar year, multiplied by (ii) the sum of the number of square feet of rentable area in the Premises (as defined in Item 7(a) of the Basic Lease Information) on the first day of the prior month. Until Tenant has received the statement of the Projected Operating Expenses Rate and Projected Tax Rate from Landlord, Tenant shall continue to pay Projected Operating Expenses Installments and Projected Tax Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Tenant’s receipt of such statement of the Projected Operating Expenses Rate, Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Tenant as Projected Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. In addition, upon Tenant’s receipt of such statement of the Projected Tax Rate, Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Tenant as Projected Tax Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before June 15 (or as soon thereafter as reasonably possible) after the end of each calendar year, showing the Actual Operating Expenses Rate as compared to the Projected Operating Expenses Rate for such calendar year and the Actual Tax Rate as compared to the Projected Tax Rate for such calendar year. If Tenant’s Proportionate Share of Actual Operating Expenses for such calendar year exceeds the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. If Tenant’s Proportionate Share of Actual Taxes for such calendar year exceeds the aggregate of the Projected Tax Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. If Tenant’s Proportionate Share of Actual Operating Expenses for such calendar year is less than the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Landlord shall credit Tenant’s Rent hereunder, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. If Tenant’s Proportionate Share of Actual Taxes for such calendar year is less than the aggregate of the Projected Tax Installments collected by Landlord from Tenant, Landlord shall credit Tenant’s Rent hereunder, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. Landlord shall have the right from time to time during each calendar year to revise the Projected Operating Expenses Rate and/or Projected Tax Rate and provide Tenant with a revised statement thereof, and thereafter Tenant shall pay Projected Operating Expenses Installments and Projected Tax Installments on the basis of the revised statement. If the Commencement Date is not the first day of a calendar year, or the expiration or termination date of this Lease is not the last day of a calendar year, then Tenant’s Proportionate Share of Actual Operating Expenses and Tenant’s Proportionate Share of Actual Taxes shall be prorated. The foregoing adjustment provisions shall survive the expiration or termination of the Term.

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3.3.4 Notwithstanding any other provision herein to the contrary, it is agreed that if the Building is not ninety-five percent (95%) or more occupied on average during any calendar year commencing with calendar year 2008 an adjustment shall be made in computing the Actual Operating Expenses (with respect only to those Operating Expenses which actually vary with occupancy) for such year so that the Actual Operating Expenses are computed as though the Building had been ninety-five percent (95%) occupied during such year.

3.3.5 Landlord agrees to keep books and records reflecting the Operating Expenses and Taxes of the Property in accordance with generally accepted accounting principles. Tenant, at its expense, shall have the right, within twelve (12) months (the “Audit Period”) after receiving Landlord’s statement of Actual Operating Expenses and Taxes for a particular year, to audit Landlord’s books and records relating to the Operating Expenses and Taxes as the case may be for such year and, in the event that the charge to Tenant related to any audited item is reasonably alleged to have resulted in an overcharge in excess of five percent (5%) of the total charge for such item in such audit year, Tenant shall be permitted, during the Audit Period, to audit the same item for the two (2) prior calendar years occurring during the Term of this Lease. If conducted by Tenant, such audit shall be conducted only during regular business hours at Landlord’s office and only after Tenant gives Landlord fourteen (14) days written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant. No audit shall be conducted at any time that there is an existing Event of Default by Tenant of any of terms of this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent nationally recognized accounting firm. All information obtained through the Tenant’s audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant’s exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, or if required pursuant to any litigation between Landlord and Tenant materially related to the facts disclosed by such audit, or if required by law. Tenant understands and agrees that this provision is of material importance to Landlord and that any violation of the terms of this provision shall result in immediate and irreparable harm to Landlord. Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees and/or the auditor violate the terms of this provision, including, without limitation, the right to terminate this Lease or the right to terminate Tenant’s right to audit in the future pursuant to this paragraph. Tenant shall indemnify, defend upon request, and hold Landlord harmless from and against all costs, damages, claims, liabilities, expenses, losses, court costs, and attorneys’ fees suffered by or claimed against Landlord, based in whole or in part upon the breach of the confidentiality provisions of this paragraph by Tenant and/or its auditor, and shall cause its auditor to be similarly bound. If within such the Audit Period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Actual Operating Expenses and/or Actual Taxes, Tenant shall be deemed to have approved such statement in all respects. In the event that Tenant’s audit reveals a cumulative overcharge of over five percent (5%), Landlord shall reimburse Tenant for the reasonable costs of the audit, including reasonable costs of Tenant’s counsel in connection therewith); provided that Landlord shall be obligated to reimburse Tenant for the reasonable costs accumulated during such audit on an hourly basis, not a contingency basis.

3.4 Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.4, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically

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provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 16 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.3.1, below). In the event that the Commencement Date or the Expiration Date (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be prorated based on a per diem basis. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”

3.5 Late Payments. Tenant hereby acknowledges and agrees that the late payment by Tenant to Landlord of Base Rent or Additional Rent (or any other sums due hereunder) will cause Landlord to incur administrative costs not contemplated under this Lease and other damages, the exact amount of which would be extremely difficult or impractical to fix. Landlord and Tenant agree that if Landlord does not receive any such payment on or before the date that is five (5) days after the date on which such payment is due (a “Late Charge Delinquency”), Tenant shall pay to Landlord, as Additional Rent, (i) a late charge (“Late Charge”) equal to five percent (5%) of the amount overdue to cover such additional administrative costs and damages, and (ii) interest on all such delinquent amounts at an interest rate (the “Default Rate”) equal to the lesser of (a) the Prime Rate (defined below) plus two hundred basis points per month or (b) the maximum lawful rate, from the date such amounts are first delinquent until the date the same are paid. In no event, however, shall the charges permitted under this Article 3 or elsewhere in this Lease, to the extent the same are considered to be interest under applicable law, exceed the maximum lawful rate of interest. Landlord’s acceptance of any Late Charge, or interest pursuant to this Section 3.5, shall not be deemed to constitute a waiver of Tenant’s default with respect to the overdue amount, nor prevent Landlord from exercising any of the other rights and remedies available to Landlord hereunder or under any Applicable Laws. Notwithstanding the foregoing, Landlord agrees to waive the Late Charge and interest at the Default Rate for one (1) late payment hereunder during any consecutive twelve (12) calendar month period during the Term; provided that such late payment is paid in full within five (5) days after the date Tenant receives written notice from Landlord that same is past due. For the purposes of this Lease, the term the “Prime Rate”, shall mean the rate of interest published as the “prime rate” by The Wall Street Journal (or its successor, assign or a comparable publication) in its listing of “Money Rates”.

3.6 Electrical Power. Tenant shall pay for all electricity provided to and/or used in the Tenant Space. An electrical metering device (or electrical metering devices) (collectively, the “Electrical Metering Equipment”) compatible with Landlord’s energy management system for monitoring electricity provided to and/or used in the Tenant Space shall be installed by Tenant at Tenant’s cost. Landlord shall bill Tenant monthly for the actual cost (with no mark-up by Landlord) of all electricity provided to and/or used in the Tenant Space based upon the Electrical Metering Equipment (the “Actual Electrical Costs”) which bill shall, upon request by Tenant, enclose the applicable portion of the utility company invoice. Tenant shall pay such amount (the “Power Payment”) to Landlord, as Additional Rent, within thirty (30) days of delivery of such Power Payment invoice. For the avoidance of doubt, it is the intent of the parties that this Section 3.6 represents a mechanism only for Landlord’s cost recovery with regard to electrical power provided to and/or used in or for the Premises, and that there is no intent for Tenant’s Power Payment to include any element of profit to the Landlord in connection therewith.

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4. TAX ON TENANT’S EQUIPMENT; OTHER TAXES.

4.1 Equipment Taxes. Tenant shall be liable for and shall pay at least ten (10) days before delinquency (and Tenant hereby indemnifies and holds Landlord harmless from and against any Claims (defined in Section 14.2, below) arising out of, in connection with, or in any manner related to) all governmental fees, taxes, tariffs and other charges levied directly or indirectly against any personal property, fixtures, machinery, equipment, apparatus, systems, connections, interconnections and appurtenances located in or used by Tenant in or in connection with the Tenant Space. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property, and if Landlord elects to pay the same, Tenant shall pay to Landlord as Additional Rent, within ten (10) days of Landlord’s demand therefor, that part of such taxes for which Tenant is liable hereunder.

4.2 Additional Taxes. Tenant shall pay to Landlord, as Additional Rent and within ten (10) days of Landlord’s demand therefor, and in such manner and at such times as Landlord shall direct from time to time by written notice to Tenant, any excise, sales, privilege or other tax, assessment or other charge (other than income or franchise taxes) imposed, assessed or levied by any governmental or quasi-governmental authority or agency upon Landlord on account of (i) the Rent (and other amounts) payable by Tenant hereunder (or any other benefit received by Landlord hereunder), including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority, (ii) this Lease, Landlord’s business as a lessor hereunder, and the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Tenant Space (including, without limitation, any applicable possessory interest taxes), (iii) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Tenant Space, or (iv) otherwise in respect of or as a result of the agreement or relationship of Landlord and Tenant hereunder.

5. INTENTIONALLY DELETED.

6. USE.

6.1 Permitted Use. Subject to the terms of this Lease to the contrary, Tenant shall use the Tenant Space only for the installation, placement, operation and maintenance of computer, switch, transmission and/or communications equipment and connections (in accordance with Section 1.3, above) and/or provision of managed hosting and IP services and/or colocation services to Tenant’s subtenants and customers (in accordance with Section 10.6, below), and in any case for all purposes necessary or appropriate for data center and/or telecommunications center purposes (including without limitation (a) office and other associated uses and (b) use of the Ancillary Space, in accordance with the terms of Exhibit “A-1” and Exhibit “J”) (collectively, the “Permitted Use”). Any other use of the Tenant Space is subject to Landlord’s prior written consent, which consent may be withheld or conditioned in Landlord’s sole and absolute discretion.

6.2 Building Rules and Regulations. Tenant’s Permitted Use shall be subject to, and Tenant, and Tenant’s agents, employees and invitees shall comply fully with all requirements of the Building Rules and Regulations. Landlord shall at all times have the right to change, such rules and regulations or to amend or supplement them in such manner as may be deemed (by Landlord in the exercise of its sole but good faith discretion) advisable for the safety, care and cleanliness of the Tenant Space, the Building and the Property and for preservation of good order therein, all of which Building Rules and Regulations, as changed, amended, and/or supplemented from time to time, shall be fully carried out and strictly observed by Tenant; provided, however, that such changes to the Building Rules and Regulations may not increase Tenant’s monetary obligations under this Lease or restrict in any way Tenant’s operation in the Tenant Space twenty-four (24) hours per day seven (7) days per week during the Term. In the event of a conflict between the Building Rules and Regulations and the terms of this Lease, the terms of this Lease shall govern. Tenant shall further be responsible for the compliance with such Building Rules and Regulations (as the same may be changed, amended and/or supplemented from time to time) by the employees, agents and invitees of Tenant. Landlord shall apply the Building Rules and Regulations uniformly to the tenants of the Building.

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6.3 Compliance with Laws; Hazardous Materials.

6.3.1 Compliance with Laws. Tenant, at Tenant’s sole cost and expense, shall timely take all action required to cause the Tenant Space to comply in all respects with all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having jurisdiction (including without limitation any certificate of occupancy), and all covenants, conditions and restrictions affecting the Property now or in the future applicable to the Tenant Space (collectively, “Applicable Laws”) and with all rules, orders, regulations and requirements of any applicable fire rating bureau or other organization performing a similar function. Tenant shall not use the Tenant Space, or permit the Tenant Space to be used, in any manner, or do or suffer any act in or about the Tenant Space which: (i) violates or conflicts with any Applicable Law; (ii) causes or is reasonably likely to cause damage to the Property, the Building, the Tenant Space or the Building and/or Property systems and equipment, including, without limitation, all fire/life safety, electrical, HVAC, plumbing or sprinkler, access control (including, without limitation, Landlord’s Access Control Systems), mechanical, telecommunications, elevator and escalator systems and equipment (collectively, the “Building Systems”); (iii) will invalidate or otherwise violates a requirement or condition of any fire, extended coverage or any other insurance policy covering the Property, the Building, and/or the Tenant Space, or the property located therein, or will increase the cost of any of the same (unless, at Landlord’s election, Landlord permits an activity which will cause an increase in any such insurance rates on the condition that Tenant shall agree in writing to pay any such increase to Landlord immediately upon demand as Additional Rent); (iv) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Building or the Property, or any equipment, facilities or systems of any such Tenant; (v) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone, or other communication signals by antennae or other facilities located at the Property; (vi) amounts to (or results in) the commission of waste in the Tenant Space, the Building or the Property; (vii) violates any of the rules and regulations from time to time promulgated by Landlord applicable to the Tenant Space, the Building or the Property (including, without limitation, the Building Rules and Regulations) (provided that this item (vii) shall not be deemed to allow Landlord to prohibit Tenant from running a data center in the Premises); or (viii) other than the Permitted Use. The foregoing notwithstanding, Landlord agrees (aa) to cause all other tenant spaces in the Building to be built out in accordance with Applicable Law; and (bb) to cause all other tenant leases for the Building to contain items (i)-(vii) of this Section 6.3.1. Subject to the provisions of Section 9.1.5, Tenant shall be responsible for any losses, costs or damages in the event that unauthorized parties gain access to the Tenant Space or the Building through access cards, keys or other access devices provided to Tenant by Landlord. Tenant shall promptly upon demand reimburse Landlord as additional rent for any additional premium charged for any insurance policy by reason of Tenant’s failure to comply with the provisions of this Section 6.3, subject to the notice and cure period described in Section 15.1.2 hereof.

6.3.2 Hazardous Materials. No Hazardous Materials (defined below) shall be Handled (defined below) upon, about, in, at, above or beneath the Tenant Space or any portion of the Building or the Property by or on behalf of Tenant, its Transferees (defined in 10.1, below), or their respective contractors, clients, officers, directors, employees, representatives, licensees, agents, or invitees (the “Tenant Parties”). Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of the Permitted Use may be used at the Tenant Space without Landlord’s prior written consent, but only in compliance with all applicable Environmental Laws (defined below) and only in a manner consistent with Institutional Owner Practices (defined in Section 8.3, below). “Environmental Laws” shall mean and include all now and hereafter existing Applicable Laws regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment. “Hazardous Materials” shall mean and include: (1) any material or substance: (i) which is defined or becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical mixture or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof; (iii) containing polychlorinated biphenyls (PCB’s); (iv) asbestos, asbestos-containing materials or presumed asbestos-containing materials (collectively, “ACM”); (v) which is radioactive; (vi) which is

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infectious; or (2) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, and are defined, or become defined by any Environmental Law. “Handle,” “Handled,” or “Handling” shall mean any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials. Landlord hereby represents and warrants that to the best of Landlord’s actual knowledge, neither the Building nor the Land contain any Hazardous Materials at levels or in conditions that are in violation of applicable Environmental Laws. As used herein, the phrase “Landlord’s actual knowledge”, or similar phrases, shall mean the actual current knowledge as of the date of this Lease of Christopher Crosby, Senior Vice President of Digital Realty Trust, L.P, and David J. Caron, Vice President of Digital Realty Trust, L.P. (the foregoing two (2) individuals, collectively, “Landlord’s Knowledge Parties”). In the event that Environmental Laws require Landlord to remove Hazardous Materials from any part of the Building or Land, that obligation shall be at Landlord’s sole cost and shall be limited to removal of Hazardous Materials which are in excess of the legal levels permitted by Environmental Laws, and which were not placed on the Property by Tenant (the prompt clean up of which, in accordance with Environmental Laws, shall be the responsibility of Tenant hereunder).

6.4 Electrical Consumption Threshold. Tenant’s actual electricity consumption for the Premises, as reasonably determined by Landlord pursuant to such measurement method or methods as Landlord shall employ from time to time acting consistently with Institutional Owner Practices (including, without limitation, the use of submeters and/or pulse meters, electrical surveys and/or engineer’s estimates), shall not at any time, exceed the number of watts for the Premises specified in Item 1 of Exhibit “F” (the “Electricity Consumption Threshold”). All equipment (belonging to Tenant or otherwise) located within the Premises shall be included in the calculation of Tenant’s actual electrical consumption for the Premises. The foregoing notwithstanding, in the event that Tenant wants to increase its Electricity Consumption Threshold with the utility provider, Landlord agrees to reasonably cooperate with Tenant in Tenant’s attempt to obtain such increase; provided that (a) such increase may not unreasonably decrease Landlord’s ability, vis a vis the utility provider, to obtain electrical power (on a watts per square foot basis commensurate with that of the Premises) for the balance of the Building; and (b) Tenant acknowledges that any such increase may increase the Rent payable by Tenant to Landlord hereunder.

6.5 Structural Load. Tenant shall not place a load upon the Premises exceeding the number of pounds of live load per square foot specified in Exhibit “F”. Any cabinets, cages or partitions installed by Landlord shall be included in the calculation of the live load.

7. SERVICES TO BE PROVIDED TO THE TENANT SPACE.

7.1 Access Control. Landlord will provide access control as follows: (i) Landlord will operate a check-in desk at the Building’s main entrance twenty-four (24) hours per day, seven (7) days per week, (ii) Landlord will provide an electronic “key card” system to control access to the Building, and (iii) Landlord has will provide a video surveillance system in the Building (collectively, “Landlord’s Access Control Systems”). Landlord disclaims any and all other responsibility or, obligation to provide additional access control (or any security) to the Building, the Tenant Space, or any portion of any of the above. Landlord reserves the right, to be exercised by Landlord in its sole and absolute discretion, but without assuming any duty, to institute additional access control measures in order to further control and regulate access to the Building, or any part thereof. Landlord shall not, under any circumstances, be responsible for providing or supplying security services to the Tenant Space or any part of the Building in excess of the Landlord’s Access Control Systems expressly set forth in this Section 7.1 (and Landlord shall not under any circumstances be deemed to have agreed to provide any services in excess of the above specified Landlord’s Access Control Systems). Subject to Landlord’s approval of the plans and specifications therefor and the contractors who will perform such work, Tenant may install, at its sole cost and expense, its own security system (“Tenant’s Security System”) for the Premises. Tenant shall furnish Landlord with a copy of all key codes, access cards and other entry means and ensure that Landlord shall have access to the Premises at all times,

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subject to Landlord’s compliance with Tenant’s security procedures in accordance with the terms of Section 17.17 hereof. Additionally, Tenant shall ensure that Tenant’s Security System shall comply with all applicable laws, ordinances, rules and regulations, including all fire safety laws, and in no event shall Landlord be liable for the malfunctioning thereof. Tenant shall have the right, subject to Landlord’s reasonable approval and at its sole cost and expense, to integrate Tenant’s security system and management systems into Landlord’s Building security system and Building management systems. Tenant acknowledges and agrees that it understands that all persons in the Building and the activities of all such persons are and shall be subject to surveillance by video camera and/or otherwise by Landlord’s agents and employees.

7.2 Electricity. Landlord shall furnish electricity to the Premises in accordance with the specifications set forth in Item 1 of Exhibit “F” attached hereto. The obligation of Landlord to provide electricity to the Tenant Space shall be subject to the rules and regulations of the supplier of such electricity and of any governmental authorities regulating providers of electricity and shall be limited to providing the Electricity Consumption Threshold (as defined in Section 6.4). Except as expressly set forth in Exhibit “F”, Tenant shall be solely responsible for all emergency, supplemental or back-up power systems (“Back-Up Power”) for use in the Tenant Space.

7.3 Water. Landlord shall furnish hot and cold water at those points of supply provided for general use therein.

7.4 Janitorial Service. Landlord shall furnish janitorial service in and about the Common Areas of the Building, as may, in the judgment of Landlord, be reasonably required; but shall not be required to furnish janitorial services to the Tenant Space.

7.5 Loading Dock. Tenant shall have reasonable access to a loading dock and a freight elevator at all times (in common with other tenants of the Building), subject to the Building Rules and Regulations.

7.6 Life Safety. Landlord agrees to maintain the fire suppression and life safety systems of the Building in accordance with Applicable Law.

7.7 Interruption of Services.

7.7.1 Landlord shall not be liable or responsible to Tenant for any loss, damage or expense of any type which Tenant may sustain or incur if the quantity or character of the utility provided electric service is changed by the utility company, is no longer provided by the utility company, or is no longer suitable for Tenant’s requirements. No interruption or malfunction of any electrical or other service (including, without limitation, heating ventilation and air conditioning “HVAC”) to the Tenant Space (or to any other portion of the Building or Property) shall, in any event, (i) constitute an eviction or disturbance of Tenant’s use and possession of the Tenant Space, (ii) constitute a breach by Landlord of any of Landlord’s obligations under this Lease, (iii) render Landlord liable for damages of any type or entitle Tenant to be relieved from any of Tenant’s obligations under this Lease (including the obligation to pay Base Rent, Additional Rent, or other charges), (iv) grant Tenant any right of setoff or recoupment, (v) provide Tenant with any right to terminate this Lease, or (vi) make Landlord liable for any injury to or interference with Tenant’s business or any punitive, incidental or consequential damages (of any type), whether foreseeable or not, whether arising from or relating to the making of or failure to make any repairs, alterations or improvements, or whether arising from or related to the provision of or failure to provide for or to restore any service in or to any portion of the Property or the Building. In the event of any interruption, however, Landlord shall employ commercially reasonable efforts to restore such service or cause the same to be restored in any circumstances in which such restoration is within the reasonable control of Landlord and the interruption at issue was not caused in whole or in part by any action of Tenant.

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7.7.2 Notwithstanding the foregoing, in the event that any interruption of any electrical or other service (including, without limitation, HVAC) to the Tenant Space, or any portion thereof, was not caused by any act or omission of Tenant or Tenant’s employees, agents, invitees or contractors, and, in Tenant’s good faith determination, Tenant is prevented from using (and actually does not use) the Tenant Space or any portion thereof for a period in excess of the timeframe specified in Item 15 of the Basic Lease Information (the “Eligibility Period”) because of the unavailability of any such service, Tenant shall, as its exclusive remedy therefor, be entitled to an equitable abatement of Rent commencing on the day after the expiration of such Eligibility Period and continuing for each consecutive day thereafter that Tenant is so prevented from using (and does not use) the Tenant Space.

8. MAINTENANCE; ALTERATIONS.

8.1 Landlord Maintenance. Except as provided in this Section 8.1, Landlord shall have no obligation to repair and/or maintain the Tenant Space. Landlord will maintain and keep in good repair and first class condition, consistent with standards in effect at other first class data centers in the United States of America, the Common Area floors, those walls in the Tenant Space that are structural in nature, the foundation (including soil preparation sufficient to support the structural load specified in Exhibit “F”), steel structure, exterior walls (including windows) and roof of the Building, the public areas (including all of the Common Areas) within and outside of the Building, the Building’s life safety system, the Building’s water and sewer system, the Building’s electrical grounding system, the Building’s electrical system, the heating, air conditioning and ventilation system within the Building’s Common Area, Landlord’s Access Control Systems, the Building switch gear, the telecommunications conduits, risers, cables, vaults and manholes including the redundant multi-carrier multi-location access point for fiber and power services, all equipment, furnishings, fixtures and other personal property used by Landlord in the operation of the Building, the Building’s fire sprinkler system, the Building’s fire alarm system, any portion of the enclosed yard area which is common area for data center services and the parking and grounds adjacent to the Building (the “Base Building”). Landlord shall use commercially reasonable efforts to schedule, perform (and cause others to schedule and perform) all work related to its maintenance obligations in a manner that minimizes unreasonable interruption or disruption of Tenant’s use of Tenant’s Space, or the operations performed therein. For the purposes of this Lease, (i) the term “Switch Gear Repair” shall mean and refer to the repair by Landlord of the Building’s switch gear necessitated by the malfunction or other “break-down” of such switch gear; and (ii) the term “Water Repair” shall mean and refer to the repair by Landlord of a water leak in the Building, including a roof leak, window leak, foundation leak, exterior wall leak or the Building’s plumbing system within the Common Area.

8.2 Tenant’s Maintenance. During the Term of this Lease, Tenant shall, at Tenant’s sole cost and expense, maintain the Tenant Space and Tenant’s equipment therein in a clean, sightly, safe and good order and clean condition (and in at least as good order and clean condition as when Tenant took possession), ordinary wear and tear and damage by Casualty and Taking excepted. If Tenant fails to perform its covenants of maintenance and repair hereunder, or if Tenant or any of Tenant’s technicians or representatives physically damages the Property, the Building, or any portion of any of the above, or the personal property of any other tenant or occupant, Landlord may, but shall not be obligated to (after notice by Landlord to Tenant and failure by Tenant to cure within ten (10) days after such notice) perform all necessary or appropriate maintenance and repair, and any amounts expended by Landlord in connection therewith, plus an administrative charge of ten percent (10%), shall be reimbursed by Tenant to Landlord as additional rent within thirty (30) days after Landlord’s demand therefor. For the avoidance of doubt, Landlord and Tenant acknowledge that the foregoing ten (10) day notice period is a notice period that runs concurrently with the Event of Default notice and cure period described in Article 15 hereof; and, in no event, shall such ten (10) day cure period be deemed to be an additional notice period that precedes the Event of Default notice period.

8.3 Alterations. Notwithstanding any provision in this Lease to the contrary, Tenant shall not make or cause to be made any alterations, additions, improvements or replacements to the Tenant Space, or any other portion of the Building or Property

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(collectively, “Alterations”) without the prior written consent and approval of Landlord, which consent and approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord’s consent shall not be required for any usual and customary installations, repairs, maintenance, and removals of equipment and telecommunication cables within the Tenant Space if and to the extent that such installations, repairs, maintenance, and removals (i) are usual and customary within the industry, (ii) are in compliance with the Building Rules and Regulations, and (iii) will not affect the Building’s structure, the provision of services to other Building tenants, or the Building’s electrical, plumbing, HVAC, life safety or mechanical systems. For example, Landlord’s consent would be required for the installation of overhead ladder racks that are attached to the ceiling and Landlord’s consent would not be required for the installation of equipment which does not involve drilling into the floor or ceiling. The foregoing notwithstanding, Landlord and Tenant acknowledge and agree that if, as and when the items listed on Exhibit “E-2” are placed, constructed and/or installed in the Tenant Space such items shall be deemed to be included in the definition of “Alterations” as described above. Landlord and Tenant agree that, during the first (1^st) year of the Term, Landlord shall provide its consent (or objections) with regard to Tenant’s requests for Alteration consent within five (5) days after Landlord’s receipt of such request, and, within ten (10) days after Landlord’s receipt for each year of the Term occurring after the first year of the Term. In the event that Landlord has failed to provide its consent (or objections) within the prescribed five (5) or ten (10) day period, as applicable, Landlord will be deemed to have consented with regard to the applicable request for Alterations consent; provided that (i) such request for Alterations consent contains the phrase “DATED MATERIAL ENCLOSED. RESPONSE IS REQUIRED WITHIN (“FIVE” or “TEN”, as applicable) DAYS AFTER LANDLORD’S RECEIPT HEREOF”, in all capital letters (no smaller than sixteen (16) point font) on the outside of the package in which such request for Alterations consent is provided to Landlord; (ii) such request for Alterations consent contains three (3) full sets of drawings (two full size hard copies, and one full set of drawings on CD); and (iii) in the event that Landlord has not responded within the applicable notice period, Tenant agrees to provide Landlord one (1) additional written notice and one (1) additional business day’s notice in which to respond, prior to such deemed approval taking effect. The foregoing notwithstanding, Landlord and Tenant acknowledge and agree that Tenant shall, subject to (aa) Landlord’s reasonable approval of the plans and specifications therefor; (bb) Tenant’s compliance with the insurance requirements hereof; and (cc) Tenant’s compliance with Landlord’s safety requirements for the Building, be permitted to construct a facility in the Premises that will support the Permitted Use. Landlord and Tenant agree that such permission to construct includes permission to access the loading dock, elevator and Building systems in connection with such construction, but subject to the terms and conditions otherwise contained herein. For the avoidance of doubt, Landlord and Tenant agree that Tenant shall be permitted to take the depreciation for tax purposes with regard all Alterations and with regard Tenant’s Personal Property (as defined hereinafter). The foregoing notwithstanding, Landlord hereby grants Tenant its consent with regard to Tenant contracting with NOVA Corporation (“NOVA”), as Tenant’s primary general contractor for the initial Alterations in the Premises; provided that (i) NOVA must comply with the terms of this Lease, including, but not limited to NOVA’s compliance with the Building Rules & Regulations; (ii) NOVA must work in harmony with Landlord and Landlord’s agents, contractors, workmen, mechanics and suppliers and with other tenants and occupants of the Building; and (iii) NOVA must furnish Landlord with such insurance as Landlord may reasonably require against liabilities which may arise out of work performed in the Building by or for NOVA.

8.4 Removal of Cable, Wiring, Connecting Lines, Equipment, Personal Property and Alterations.

8.4.1 Tenant agrees that, upon the expiration or earlier termination of this Lease, Tenant (or, failing which, a contractor designated by Landlord) shall, to the extent required by Applicable Law, and at Tenant’s sole cost and expense, promptly remove Tenant’s Personal Property (defined below) and Alterations, and shall restore those portions of the Building and/or the Tenant Space damaged by such removal of such Tenant’s Personal Property and Alterations to their condition immediately prior to the installation or placement of such items ordinary wear and tear and damage by Casualty or Taking excepted.

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8.4.2 To the extent that the removals described in Section 8.4.1 above are not required by Applicable Law, Tenant agrees that, upon the expiration or earlier termination of this Lease, Tenant (or, failing which, a contractor designated by Landlord) shall, at Tenant’s sole cost and expense, promptly remove all of Tenant’s Personal Property (defined below) and all of the Alterations, and shall restore those portions of the Building and/or the Tenant Space damaged by such removal of such Tenant’s Personal Property and Alterations to their condition immediately prior to the installation or placement of such items ordinary wear and tear and damage by Casualty or Taking excepted; provided, however, that, rather than removing all of Tenant’s Personal Property or all of the Alterations, as described above, Tenant shall have the options to remove none of Tenant’s Personal Property, to remove none of the Alterations or to remove none of both. For the avoidance of doubt, however, Landlord and Tenant acknowledge and agree that, with regard to Tenant’s removal of Tenant’s Personal Property and with regard to Tenant’s removal of the Alterations, each such removal shall be “all” or “none”. Notwithstanding the foregoing, Tenant shall have the right to remove any or all of its unattached furniture and office supplies.

8.4.3 Remedies Related to Partial Removal. If Tenant removes some, but not all, of Tenant’s Personal Property (the “Leftover Personal Property”), or Tenant removes some, but not all, of the Alterations (the “Leftover Alterations”), but fails to promptly remove the balance of the Leftover Personal Property or the Leftover Alterations, as applicable, pursuant to this Section 8.4, Landlord shall have the right to remove such Leftover Personal Property and such Leftover Alterations and to restore those portions of the Building and/or the Tenant Space damaged by such removal to their condition immediately prior to the installation or placement of such Leftover Personal Property and Leftover Alterations, in which case Tenant agrees to reimburse Landlord within thirty (30) days of Landlord’s demand therefor, for all of Landlord’s costs of removal and restoration plus an administrative fee equal to ten percent (10%) of such cost.

8.4.4 For purposes hereof, “Tenant’s Personal Property” shall mean, collectively, all communications cable, wiring and connecting lines, and all furniture, servers, cabinets, cages, computing & network gear, cable management system, including ladder racks & fiber trays, and other equipment installed, supporting or placed by or for on behalf of Tenant anywhere in the Building and/or the Tenant Space, but not including any items contained within the description of “Alterations” hereunder.

8.4.5 The provisions of this Section 8.4 are subject to the provisions of the CAA (defined hereinafter), or any successor lender’s collateral access agreement to which Landlord agrees, all in accordance with Section 12.4 hereof.

9. CASUALTY; EMINENT DOMAIN; INSURANCE.

9.1 Casualty; Eminent Domain.

9.1.1 If at any time during the Term of this Lease, a material portion of the Property, the Building or the Premises shall be (i) damaged or destroyed by fire or other casualty (a “Casualty”) or (ii) taken under the power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or sold to prevent the exercise thereof (a “Taking”), then Landlord shall have the right to elect, in Landlord’s sole and absolute discretion, to either (a) terminate this Lease by delivery of written notice (a “Termination Notice”) thereof to Tenant or (b) to continue this Lease, in which case, Landlord shall repair and reconstruct the Tenant Space to substantially the same condition in which they existed immediately prior to such Casualty or Taking (except for the Premises, which must only be restored to its Commencement Date (i.e., “shell”) condition). If as a result of the Casualty or Taking, the Tenant Space is unfit for use by Tenant in the ordinary conduct of Tenant’s business and actually is not used by Tenant, then Landlord shall provide written notice (the “Restoration Notice”) to Tenant as soon as practicable after the Casualty or Taking of the period of time (the “Stated Restoration Period”) which shall be required for the repair and restoration of the Building to permit use of the Tenant Space in the ordinary conduct of Tenant’s business and Tenant shall have the right, at its election, to terminate this Lease if either (i) the Stated Restoration Period shall be in excess of ninety (90) days following the Casualty

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or Taking and Tenant terminates this Lease with written notice thereof to Landlord within thirty (30) days following delivery of the Restoration Notice, or (ii) Landlord shall fail within the Stated Restoration Period to complete the repair and restoration of the Building necessary to allow Tenant’s use of the Tenant Space in the ordinary conduct of Tenant’s business and Tenant delivers written notice of such termination to Landlord within thirty (30) business days following the expiration of the restoration deadline.

9.1.2 Base Rent Abatement In the event that this Lease is terminated as herein permitted, all Rent abates as of the date of such Casualty and Landlord shall refund to Tenant any prepaid Base Rent less any sum then owing Landlord by Tenant. Landlord shall not be obligated to carry insurance on Tenant’s personal property within the Tenant Space. If the Lease shall not have been terminated in accordance with Section 9.1.1, above, Base Rent shall abate proportionately during the period and to the extent that the Tenant Space is unfit for use by Tenant in the ordinary conduct of Tenant’s business and actually is not used by Tenant, this Lease shall continue in full force and effect, and such repairs shall be made within a reasonable time thereafter, subject to Force Majeure, including, without limitation, delays arising from shortages of labor or material, delay in obtaining government approvals or other conditions beyond Landlord’s reasonable control.

9.1.3 Tenant’s Remedy. Tenant’s termination right and Base Rent abatement, to the extent provided above in this Article 9, shall be Tenant’s sole remedies in the event of a Casualty or Taking, and Tenant shall not be entitled to any compensation or damages for loss of, or interference with, Tenant’s business or use or access of all or any part of the Tenant Space resulting from any such damage, repair, reconstruction or restoration; provided, however, that notwithstanding anything to the contrary herein, if any Casualty is caused by any negligent act or omission or willful misconduct of Tenant or any Tenant Party, Tenant shall not be entitled to terminate this Lease under Section 9.1.1 and, once and if Tenant’s Rental Loss Insurance is exhausted, there shall be no abatement of any Base Rent (or any other Rent or other amounts) due hereunder.

9.1.4 Waiver. Landlord and Tenant agree that the provisions of this Article 9 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or any portion of the Tenant Space, the Building or the Property, and/or any Taking thereof, and each Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect.

9.1.5 Subrogation. Notwithstanding any provision to the contrary contained herein, whenever (a) any loss, cost, damage or expense resulting from damage to or destruction of tangible property attributable to fire, explosion or any other casualty or occurrence is incurred by either of the parties to this Lease in connection with the Tenant Space or the Building, and (b) such party is then covered in whole or in part by insurance with respect to such loss, cost, damage or expense or would be covered in whole or in part by insurance required to be carried under the terms of this Lease, then such party hereby releases the other party from any liability it may have on account of such loss, cost, damage or expense to the extent of any amount recovered by reason of such insurance, or which would have been recovered under the insurance required to be carried under the terms of this Lease, and waives any right of subrogation which might otherwise exist in or accrue to any person or account thereof, provided that such release of liability and waiver of the right of subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage.

9.2 Tenant’s Insurance. Tenant shall, at Tenant’s expense, procure and maintain throughout the Term of this Lease a policy or policies of insurance in accordance with the terms and requirements set forth in Exhibit “B” to this Lease. Tenant hereby waives its rights against the Landlord Group (defined in Item 24 of the Basic Lease Information) with respect to any claims or damages or losses (including any claims for bodily injury to persons and/or damage to property) which are caused by or result from (i) risks insured

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against under any insurance policy carried by Tenant at the time of such claim, damage, loss or injury, or (ii) risks which would have been covered under any insurance required to be obtained and maintained by Tenant under this Lease had such insurance been obtained and maintained as required. The foregoing waivers shall be in addition to, and not a limitation of, any other waivers or releases contained in this Lease.

9.3 Landlord’s Insurance. Landlord shall, at Landlord’s expense, procure and maintain throughout the Term of this Lease (a) a policy or policies of insurance insuring the Building and the Property and all of Landlord’s equipment and fixtures installed therein against loss due to fire and other casualties included in standard extended coverage insurance policies, in an amount equal to the replacement cost thereof with a commercially reasonable deductible; and (b) a commercially reasonable amount of commercial general liability insurance with a commercially reasonable deductible. Landlord shall also maintain such insurance as is customarily carried by reasonably prudent landlords of data centers in the Piscataway, New Jersey market area.

10. ASSIGNMENT AND SUBLETTING.

10.1 Restrictions on Transfers; Landlord’s Consent. Tenant shall not sublease all or any part of the Tenant Space, nor assign this Lease, nor enter any other agreement (a) permitting a third party (other than Tenant’s employees and occasional guests) to occupy or use any portion of the Tenant Space or (b) otherwise assigning, transferring, mortgaging, pledging, hypothecating, encumbering or permitting a lien to attach to its interest under this Lease (any such assignment, sublease or the like may sometimes be referred to herein as a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), without Landlord’s express prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Transfer (whether voluntary, involuntary or by operation of law) shall be valid or effective without Landlord’s prior written consent and, at Landlord’s election, any Transfer or attempted Transfer shall constitute an Event of Default of this Lease. Except as set forth in Section 10.6 hereof, Tenant expressly covenants and agrees not to enter into (and acknowledges and agrees that it has no right to enter into) any Transfer which expressly, implicitly, or effectively amounts to or is the equivalent of a sublease or other arrangement which creates a co-location between Tenant and any Transferee (any such Transfer a “Sub-Co-location Arrangement”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such Sub-Co-Location Arrangement shall be subject to the terms, conditions and procedures set forth in said Section 10.6.

10.1.1 Permitted Transfer. Notwithstanding anything to the contrary in this Lease, Tenant may, without the consent of Landlord (and without being subject to Landlord’s rights under Sections 10.4 and 10.6, below) (a) undertake the transfer or assignment of interests in Tenant, including, without limitation, the transfer of any or all of the outstanding voting or non-voting stock, the sale of substantially all of Tenant’s assets, or the issuance of new shares of voting or non-voting stock of Tenant which shall not be deemed an assignment of this Lease provided such action is taken pursuant to a bona fide business transaction and not principally or exclusively as a means to evade the consent requirements under the Lease and further provided that the Tangible Net Worth (as defined below) of the tenant under this Lease after such acquisition is not less than the Tangible Net Worth of Tenant as of the Effective Date; and/or (b) effect Affiliate Transfers (as defined below) (in any such event, a “Permitted Transfer”). An “Affiliate Transfer” means (i) an assignment by Tenant of this Lease to a Tenant Affiliate (as defined below), or (ii) an assignment by Tenant of this Lease in connection with a corporate reorganization provided the board of directors of the entity resulting from such corporate reorganization is controlled by directors representing the interests of the undersigned Tenant as it existed prior to such reorganization, if (x) Tenant gives Landlord prior written notice of the name of any such assignee, (y) the assignee assumes, in writing, for the benefit of Landlord all of Tenant’s obligations under the Lease, and (z) (except in the case of an assignment to a Tenant Affiliate) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the

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Effective Date. The term “Tenant Affiliate” as used herein shall mean any partnership, limited liability company, or corporation or other entity, directly or indirectly, which through one or more intermediaries, controls, is controlled by, or is under common control with Tenant. The term “control”, as used in the immediately preceding sentence shall mean with respect to a corporation the right to exercise, directly or indirectly, fifty percent (50%) or more of the voting rights attributable to the controlled corporation or the power to elect a majority of its Board of Directors. The term “Tangible Net Worth” as used herein shall mean the excess of total assets over total liabilities (in each case, determined in accordance with GAAP) excluding from the determination of total assets all assets which would be classified as intangible assets under GAAP, including, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises.

10.2 Notice to Landlord. If Tenant desires to make any Transfer (other than a Permitted Transfer, for which Tenant must notify Landlord within twenty (20) days after the occurrence of same), then at least twenty (20) days (but no more than one hundred eighty (180) days) prior to the proposed effective date of the proposed Transfer, Tenant shall submit to Landlord a written request (a “Transfer Notice”) for Landlord’s consent, which notice shall include: (i) a statement containing: (a) the name and address of the proposed Transferee; (b) current, certified financial statements of the proposed Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to assist Landlord in reviewing the financial responsibility, character, and reputation of the proposed Transferee; (c) all of the principal terms of the proposed Transfer; and (d) such other information and materials as Landlord may reasonably request (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (ii) four (4) originals of the proposed assignment or other Transfer on a form reasonably approved by Landlord and executed by Tenant and the proposed Transferee. If Tenant modifies any of the terms and conditions relevant to a proposed Transfer specified in the Transfer Notice, Tenant shall re-submit such Transfer Notice to Landlord for its consent pursuant to all of the terms and conditions of this Article 10.

10.3 Intentionally Deleted.

10.4 No Release; Subsequent Transfers. No Transfer (whether or not a Permitted Transfer) will release Tenant from Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. In no event shall the acceptance of any payment by Landlord from any other person be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. In the event of breach by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. The voluntary or other surrender of this Lease by Tenant or a mutual termination thereof shall not work as a merger and shall, at the option of Landlord, either (i) terminate all and any existing agreements effecting a Transfer, or (ii) operate as an assignment to Landlord of Tenant’s interest under any or all such agreements.

10.5 Landlord’s Costs. With respect to each Transfer proposed to be consummated by Tenant, whether or not Landlord shall grant consent, Tenant shall pay all of Landlord’s reasonable review and processing fees, and reasonable costs, as well as any good faith reasonable professional, attorneys’, accountants’, engineers’ or other consultants’ fees incurred by Landlord relating to such proposed Transfer within ten (10) days after written request therefor by Landlord, to the extent that such fees and costs exceed $500.00.

10.6 Colocation. Notwithstanding the foregoing, Landlord acknowledges that the business to be conducted by the undersigned Tenant in the Premises requires the installation of certain equipment (described below) owned by customers or co-locators or sub-co-locators of the undersigned Tenant (“Permitted Licensees”) in (but not outside of) the Premises, in order for the Permitted Licensees to access certain portions of the Premises and to place and maintain computer, switch and/or communications equipment therein

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which may interconnect with Tenant’s facilities and/or the Permitted Licensees’ facilities (the “Permitted Interconnection”). To expedite the Permitted Licensees’ access to the Premises for the Permitted Interconnection, Landlord expressly agrees that Tenant may, without Landlord’s further consent, license portions of the Premises to the Permitted Licensees for the sole purpose of the Permitted Interconnection pursuant to written agreements by and between Tenant and the Permitted Licensees providing for (i) the installation in the Premises of communications and/or computer equipment owned or leased by third parties (including communications and/or computer equipment leased by Tenant to such third parties) to enable Tenant to provide such third parties with broadband connectivity to the internet, IP VPN services, web hosting and/or all other internet, intranet and extranet facilities and equipment and/or services then currently being provided by Tenant; (ii) the use, maintenance, repair, and operation of such communications and/or computer equipment by such third parties and/or by Tenant; and (iii) a grant by Tenant to such third parties of the right to have actual and/or virtual access to the Premises and to such communications and/or computer equipment (collectively, “Permitted Colocation Agreements”); provided, however, that (a) Tenant provides a list of contact information for such Permitted Licensees in a format that Landlord may reasonably alter from time-to-time, (b) Tenant pays to Landlord as Additional Rent Landlord’s prevailing fee for each Permitted Licensee (the “Access Card Fee”) for the purpose of providing the Permitted Licensee with access to the Colocation Room, which Access Card Fee, as of the date of this Lease, is $35 per access card and is subject to increases from time-to-time during the Term of this Lease, and (c) the Permitted Licensee’s license of a portion of the Premises may not violate the terms of this Lease or any Applicable Laws. Landlord expressly waives its right to prior review of such Permitted Colocation Agreements. Tenant’s Permitted Colocation Agreements with the Permitted Licensees may not affect, or provide any rights with respect to or to use in any manner, the Pathway as defined in Item 7.c. of the Basic Lease Information or Tenant’s interconnections. The Permitted Licensees shall comply with all Applicable Laws and the Building Rules and Regulations. The Permitted Colocation Agreements and the Permitted Licensees’ rights thereunder shall be subject and subordinate at all times to the Lease and all of its provisions, covenants and condition. Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the Landlord Group from and against (and to reimburse Landlord and the Landlord Group) for any and all Claims (defined in Section 14.2, below) arising from or in any manner relating to (i) any Permitted Colocation Agreement, (ii) the use or occupancy of the Tenant Space or any other portion of the Building or the Property by any Permitted Licensee or any person claiming by, through or under any Permitted Licensee, its partners, and their respective officers, agents, servants or employees of Tenant or any such person (collectively, the “Colocating Parties”), or (iii) the acts or omissions of any Permitted Licensee or any Colocating Parties. Notwithstanding the foregoing, Permitted Colocation Agreements may be effected whether or not Tenant provides managed hosting services to the Colocation Party; provided that the terms of this Section 10.6 are complied with. Permitted Colocation Agreements shall not constitute or be deemed the grant of a leasehold interest or otherwise constitute or be deemed a real property interest.

11. ESTOPPEL CERTIFICATES.

11.1 At any time and from time to time, within ten (10) days after written request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord a statement in writing certifying all matters reasonably requested by Landlord or any current or prospective purchaser, Holder of any Security Document, ground lessor or master lessor. Tenant acknowledges and agrees that it understands that any statement delivered (or to be delivered) pursuant to this Article 11 may be relied upon by any prospective purchaser of the Building or the Property or by any prospective mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Property.

11.2 At any time and from time to time, within ten (10) days after written request by Tenant, Landlord shall execute, acknowledge and deliver to Tenant a statement in writing certifying all matters reasonably requested by Tenant or any current or prospective transferee, purchaser of Tenant or any current or prospective lender to Tenant or transferee, including without limitation the nature of known defaults by Tenant under the Lease, if any. Landlord acknowledges and agrees that it understands that any statement delivered (or to be delivered) pursuant to this Article 11 may be relied upon by any current or prospective transferee, purchaser of Tenant, lender to Tenant or transferee, or Holder of any Security Document.

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12. SUBORDINATION AND ATTORNMENT; LENDER RIGHTS.

12.1 Subordination and Attornment. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a mortgage deed or deed of trust encumbering the Property or any portion thereof, or any lessor of a ground or underlying lease with respect to the Property or any portion thereof (any such mortgagee, beneficiary or lessor, a “Holder”), this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property; (ii) the lien of any mortgage, deed or deed of trust which may now exist or hereafter be executed for which the Property or any portion thereof; (iii) all past and future advances made under any such mortgages, deeds or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages, deed and deeds of trust (collectively, “Security Documents”) which may now exist or hereafter be executed which constitute a lien upon or affect the Property or any portion thereof, or Landlord’s interest and estate in any of said items. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, or the Tenant Space by reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such Security Document to this Lease that may or may not have occurred), at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such successor, in which event Tenant’s right to possession of the Property will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, or the Tenant Space by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute and deliver, within ten (10) days of receipt thereof, and in the form reasonably required by Landlord or in the standard form required by any Holder, any additional documents evidencing the priority or subordination of this Lease and Tenant’s agreement to attorn with respect to any such Security Document; provided, however, (aa) any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall contain a nondisturbance provision in the standard form of such Holder; and (bb) Landlord agrees that, in connection (and contemporaneously) with Landlord’s placing of debt on the Property, Landlord shall obtain and deliver a Subordination and Non-Disturbance Agreement, as it relates to this Lease, from Landlord’s lender in the form reasonably required by such lender.

12.2 Mortgage and Ground Lessor Protection. Tenant agrees to give each Holder, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing of the address of such Holder (hereafter, a “Noticed Holder”). Tenant further agrees that if Landlord shall have failed to cure such default within thirty (30) days after such notice to Landlord (or if such default cannot be cured or corrected within that time, then within such additional time (not to exceed ninety (90) days in total) as may be necessary if Landlord has commenced such cure within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default), then prior to Tenant pursuing any remedy for such default provided hereunder, at law or in equity, any Noticed Holder shall have an additional thirty (30) days within which to cure or correct such default (or if such default cannot reasonably be cured or corrected within that time, then such additional time (not to exceed sixty (60) days in total) as may be necessary if the Noticed Holder has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default). For the avoidance of doubt, Landlord and Tenant agree that (i) the aforementioned notice and cure periods shall run concurrently with the Section 16.1 notice and cure periods; and (ii) nothing herein shall operate to extend the period of time for Landlord’s monetary obligations contained herein.

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12.3 SNDA. At any time that the Building is made subject to any Security Document(s), Landlord shall use commercially reasonable good faith efforts to cause the mortgagee and any lessor (whether under a ground or master lease) to deliver to Tenant a subordination, attornment and non-disturbance agreement reasonably acceptable to Tenant (the “SNDA”), providing that so long as Tenant is not in default under this Lease after the expiration of any applicable notice and cure periods, Tenant may remain in possession of the Tenant Space under the terms of this Lease, even if the mortgagee or its successor should acquire Landlord’s title to the Building. Notwithstanding anything herein to the contrary, the subordination of this Lease to any Security Document now or hereafter placed upon the Building and Tenant’s agreement to attorn to the holder as provided in this Section 12 shall be conditioned upon the holder entering into a SNDA.

12.4 Tenant’s Lender. Landlord and Tenant acknowledge (a) that Tenant will, in all likelihood, finance all or a portion of the Alterations and Tenant’s Personal Property; and (b) that, in connection with such financing, Tenant’s lender (whether one or more, collectively, “Tenant’s Lender”) will be granted a lien on all or a part of Tenant’s Personal Property and/or Alterations. In connection with such financing, Landlord and Tenant hereby agree that Tenant’s Lender’s rights, duties and obligations with regard to the Alterations and Tenant’s Personal Property shall be governed, primarily, by the terms of, that certain Collateral Access Agreement (the “CAA”), attached hereto as Exhibit “K”, which Landlord and Tenant agree to execute contemporaneously with the execution of this Lease. Landlord and Tenant acknowledge that, to the extent that this Lease and the CAA conflict, the CAA shall govern and control. Additionally, Tenant acknowledges and agrees that Tenant has no right to pledge or collaterally assign, and Tenant’s Lender will have no right to lien, Tenant’s leasehold interest hereunder. If Tenant shall refinance its existing loan, Landlord shall enter into a collateral access agreement with the refinance lender designated by Tenant on substantially similar terms and conditions as those set forth in the CAA attached hereto as Exhibit “K”.

13. SURRENDER OF TENANT SPACE; HOLDING OVER.

13.1 Tenant’s Method of Surrender. Upon the expiration of the Term of this Lease, or upon any earlier termination of this Lease or the termination of Tenant’s right to possess the Tenant Space, Tenant shall, subject to the provisions of Section 8.4 and this Article 13, quit and surrender possession of the Tenant Space to Landlord in good order and clean condition, reasonable wear and tear and damage by Casualty or Taking excepted. If Tenant fails to surrender the Tenant Space upon the expiration or any earlier termination of this Lease or the termination of Tenant’s right to possess the Tenant Space in accordance with the terms of this Lease, then (subject to Section 13.3) Tenant shall indemnify, protect, defend and hold the Landlord Group harmless from, and shall reimburse Landlord for its first-party losses, costs and expenses in connection with, all Claims (including, without limitation, costs and expenses incurred by Landlord in returning the Tenant Space to the condition in which Tenant was to surrender and Claims made by any succeeding tenant founded on or resulting from Tenant’s failure to surrender the Tenant Space) arising out of or in any manner relating to such failure to quit and surrender possession of the Tenant Space to Landlord in the condition required hereunder upon such date.

13.2 Disposal of Tenant’s Personal Property. Subject to the terms of the CAA, if any property not belonging to Landlord remains in the Tenant Space after the expiration of or any earlier termination of the Term of this Lease or the termination of Tenant’s right to possess the Tenant Space, and Tenant fails to remove such property within fifteen (15) business days after written notice to Tenant, Tenant shall be deemed to have authorized Landlord to make such disposition of such property as Landlord may desire without liability for compensation or damages to Tenant in the event that such property is the property of Tenant; and in the event that such property is the property of someone other than Tenant, Tenant shall indemnify and hold the Landlord Group harmless from all Claims arising out of, in connection with, or in any manner related to any removal, exercise or dominion over and/or disposition of such property by Landlord.

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13.3 Holding Over. If Tenant should remain in possession of all or any portion of the Tenant Space after the expiration of the Term of this Lease (or any earlier termination of this Lease or the termination of Tenant’s right to possess the Tenant Space), without the execution by Landlord and Tenant of a new lease or an extension of the Term of this Lease, then Tenant shall be deemed to be occupying the entire Tenant Space as a tenant-at-sufferance, upon all of the terms contained herein, except as to term and Base Rent and any other provision reasonably determined by Landlord to be inapplicable. During any such holdover period, Tenant shall pay to Landlord (a) monthly Base Rent in an amount equal to (i) one hundred twenty-five percent (125%) with respect to the first thirty (30) days of such holdover, (ii) one hundred fifty percent (150%) with respect to the next sixty (60) days of such holdover, and (iii) two hundred percent (200%) thereafter, of the Base Rent payable by Tenant to Landlord during the last month of the Term of this Lease, plus (b) one hundred percent (100%) of the additional rent payable by Tenant to Landlord during the last month of the Term of this Lease. The monthly rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord’s rights or remedies with respect to such holdover. Notwithstanding any provision to the contrary contained herein, (a) Landlord expressly reserves the right to require Tenant to surrender possession of the Tenant Space upon the expiration of the Term of this Lease or upon the earlier termination hereof or at any time during any holdover and the right to assert any remedy at law or in equity to evict Tenant and collect damages in connection with any such holdover, and (b) Tenant shall indemnify, defend and hold the Landlord Group harmless from and against any and all Claims (including, without limitation, all lost profits and other consequential damages, attorneys’ fees, consultants’ fees and court costs incurred or suffered by or asserted against Landlord) arising out of or in any manner related to Tenant’s failure to surrender the Tenant Space upon the expiration or earlier termination of this Lease or upon termination of Tenant’s right to possess the Tenant Space in accordance with the provisions of this Lease.

13.4 Survival. The provisions of this Article 13 shall survive the expiration or early termination of this Lease.

14. WAIVER OF CLAIMS; INDEMNITY.

14.1 Waiver. To the fullest extent permitted by law, Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of, and waives all claims it may have against the Landlord Group (as defined in the Basic Lease Information) for damage to or loss of property (including, without limitation, loss of profits and intangible property) or personal injury or loss of life or other damages of any kind resulting from the Property, the Building, or the Tenant Space or any part thereof becoming out of repair, by reason of any repair or alteration thereof, or resulting from any accident within the Property, the Building, or the Tenant Space or on or about any space adjoining the same, or resulting directly or indirectly from any act or omission of any person, or due to any condition, design or defect of the Property, the Building, the Tenant Space, or any space adjoining the same, or the mechanical systems of the Building, which may exist or occur, whether such damage, loss or injury results from conditions arising upon the Tenant Space, or upon other portions of the Building, or from other sources or places, and regardless of whether the cause of such damage, loss or injury or the means of repairing the same is accessible to Tenant; provided, however, that such assumption and waiver shall not apply to the extent such claims are determined by a court of competent jurisdiction to have been proximately caused by the negligence or willful misconduct of Landlord. Tenant agrees that Landlord will not have any responsibility or liability for any damage to Tenant’s equipment or interruption of Tenant’s operations which is caused by any other tenant or occupant of the Building or the Property or the employees, agents, contractors, technicians, representatives, customers, co-locators or invitees of any such tenant or occupant. In that connection, Tenant agrees that in no event shall Landlord be deemed to have been negligent or engaged in intentional misconduct merely because Landlord failed to enforce the terms of any other agreement with any other party or tenant in the Building, or failed to cause any such party or tenant to maintain its premises or cure any damages caused by such party or tenant or meet any obligations that such party or tenant had failed to satisfy.

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14.2 Indemnification.

14.2.1 Tenant’s Indemnification. Subject to Sections 9.3 and 14.2.2 hereof, and except to the extent caused by the negligence or willful misconduct of Landlord as determined by a court of competent jurisdiction, Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the Landlord Group (as such term is defined in the Basic Lease Information) from and against (and to reimburse Landlord and the Landlord Group) for any and all claims, actions, suits, proceedings, losses, damages (including, without limitation, any form of consequential damages), obligations, liabilities, penalties, fines, costs and expenses (including, without limitation, attorneys’ fees, legal costs, and other costs and expenses of defending against any claims, actions, suits, or proceedings) (collectively, “Claims”) arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to): (i) the use or occupancy of the Tenant Space or any portion of the Building or the Property by Tenant or any person claiming by, through or under Tenant, its partners, and their respective officers, agents, servants or employees of Tenant or any such person (collectively, “Tenant Parties”), (ii) the acts or omissions of Tenant or any Tenant Party, (iii) any default of this Lease by Tenant; or (iv) from, by or with regard to any Colocating Party, regardless Landlord’s negligence. In the event that any action or proceeding is brought against Landlord or any member of the Landlord Group by reason of any such Claim, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s cost and expense by counsel approved by Landlord. Tenant’s obligations under this Section 14.2.1 shall survive the expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and the Building. Notwithstanding any provision to the contrary contained in this Section 14.2, (aa) nothing contained in this Section 14.2.1 shall be interpreted or used to in any way affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord; and (bb) insurable risks and events that are otherwise covered by Section 9.2 or 9.3 of this Lease, and interruptions of services that are otherwise governed by Section 7.6 of this Leases shall be governed by said Sections 9.2, 9.3 and 7.6, respectively, and are, collectively, excluded from the terms of this Section 14.2.1. This indemnity provision shall survive the termination or expiration of this Lease.

14.2.2 Landlord’s Indemnification. Subject to Sections 14.2.1 and 9.2, and except to the extent caused by the negligence or willful misconduct of Tenant as determined by a court of competent jurisdiction, Landlord shall defend, indemnify, and hold harmless (and to reimburse Tenant and the Tenant Parties) Tenant and the Tenant Parties from and against all Claims arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to): (i) the negligence or willful misconduct of Landlord, its agents, servants, employees or contractors, or any member of the Landlord Group or (ii) any default of this Lease by Landlord. The foregoing notwithstanding, Landlord and Tenant acknowledge and agree that in no event shall Landlord’s indemnification obligations arise merely because Landlord failed to enforce the terms of any other agreement with any other party or tenant in the Building, or failed to cause any such party or tenant to maintain its premises or cure any damages caused by such party or tenant or meet any obligations that such party or tenant had failed to satisfy. In the event that any action or proceeding is brought against Tenant or any member of the Tenant Parties by reason of any such Claim, Landlord upon notice from Tenant shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably approved by Tenant. Landlord’s obligations under this Section 14.2.2 shall survive the expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and the Building. Notwithstanding any provision to the contrary contained in this Section 14.2.2, (aa) nothing contained in this Section 14.2.2 shall be interpreted or used to in any way affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord; and (bb) insurable risks and events that are otherwise covered by Section 9.2 or 9.3 of this Lease shall be governed by said Section 9.2 and 9.3, respectively, and are, collectively, excluded from the terms of this Section 14.2.2. This indemnity provision shall survive the termination or expiration of this Lease.

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14.3 Liens. Notwithstanding anything to the contrary herein, (i) in no event shall Tenant have any right (express or implied) to create or permit there to be established any mechanic’s or materialman’s lien of any nature against the Tenant Space, the Building or the Property or against Landlord’s or Tenant’s interest therein or hereunder, including, without limitation, for any improvement or improvements by Tenant, and Tenant shall fully pay the cost of any improvement or improvements made or contracted for by Tenant. Any mechanic’s lien filed against the Tenant Space, the Building or the Property, or any portion of any of the above, for work claimed to have been done, or materials claimed to have been furnished to Tenant, shall be duly discharged, bonded-off or insured over by Tenant (or on Tenant’s behalf) within twenty (20) days after the filing of the lien.

14.4 Consequential Damages. Notwithstanding any other provision of this Lease (including any exhibits hereto) to the contrary, in no event shall either party hereto be liable for any consequential damages or any damages based upon “lost profit” or “loss of business” (collectively, “Consequential Damages”). The foregoing notwithstanding, Landlord and Tenant hereby agree that, in no event, shall any portion of the holdover Rent described in Section 13.3 hereof be deemed to represent any type of Consequential Damages

14.5 Landlord’s Lien. Landlord hereby expressly waives and releases any and all contractual liens, rights of distraint and security interests or constitutional and/or statutory liens and security interests arising by operation of law to which Landlord might now or hereafter be entitled on the property of Tenant which Tenant now or hereafter places in or upon the Premises (except for judgment liens that may arise in favor of Landlord). The waiver and release contained herein shall not waive, release or otherwise affect any unsecured claim Landlord may have against Tenant.

15. TENANT DEFAULT.

15.1 Events of Default By Tenant. Each of the following acts or omissions of Tenant or occurrences shall constitute an “Event of Default”:

15.1.1 Any failure or refusal by Tenant to timely pay any Rent or any other payments or charges required to be paid hereunder, or any portion thereof, within five (5) days of notice that the same is due.

15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this Lease (including, without limitation, in the Building Rules and Regulations) to be performed or observed by Tenant (other than those described in Section 15.1.1, above or Sections 15.1.3, 15.1.4, or 15.1.5, below) if such failure continues for a period of thirty (30) days following written notice to Tenant of such failure; provided, however, that in the event Tenant’s failure to perform or observe any covenant or condition of this Lease to be performed or observed by Tenant cannot reasonably be cured within thirty (30) days following written notice to Tenant, Tenant shall not be in default if Tenant commences to cure same within the thirty (30) day period and thereafter diligently prosecutes the curing thereof to completion within ninety (90) days following such written notice.

15.1.3 The filing or execution or occurrence of any one of the following: (i) a petition in bankruptcy or other insolvency proceeding by or against Tenant, (ii) a petition or answer seeking relief under any provision of the Bankruptcy Act, (iii) an assignment for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern.

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15.1.4 Any failure by Tenant to execute and deliver any statement or document described in either Article 11 or Section 12.1 requested to be so executed and delivered by Landlord within the time periods specified therein applicable thereto, where such failure continues for three (3) days after delivery of written notice of such failure by Landlord to Tenant.

15.1.5 Intentionally Deleted.

The parties hereto acknowledge and agree that all of the notice periods provided in this Section 15.1 are in lieu of, and not in addition to, the notice requirements of any Applicable Laws.

15.2 Remedies. Upon the occurrence of any Event of Default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the remedies described in Section 1 of Exhibit “D” attached hereto and incorporated herein by this reference, each and all of which shall, subject to applicable law, be cumulative and nonexclusive, without any notice or demand whatsoever (and all of the other provisions of Section 1 of Exhibit “D” shall apply to an Event of Default by Tenant hereunder).

16. LIMITATION OF LANDLORD’S LIABILITY.

16.1 Landlord Default. In the event that Landlord shall fail to perform any obligation of Landlord to be performed under this Lease, Tenant’s sole and exclusive remedies for any such failure shall be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a lien upon the property of Landlord and/or upon rental due Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall not be in default hereunder (and Tenant shall have no right to pursue any such claim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, and Landlord shall thereafter have failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall have failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion within ninety (90) days). The foregoing notwithstanding, Landlord agrees to commence Switch Gear Repairs and Water Repairs within twenty-four (24) hours following receipt of written notice from Tenant of the need for same, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions.

16.2 Landlord’s Liability. In consideration of the benefits accruing under this Lease to Tenant and notwithstanding anything to the contrary in this Lease or in any exhibits, riders, amendments, or addenda to this Lease (collectively, the “Lease Documents”), it is expressly understood and agreed by and between the parties to this Lease that: (i) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to (a) any actual or alleged breach or breaches by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents, or (b) any matter relating to Tenant’s occupancy of the Tenant Space (collectively, the “Landlord’s Lease Undertakings”), shall be limited to no more than an aggregate of Fifteen Million and No/100 Dollars ($15,000,000.00) (the “Liability Limit”); (ii) Tenant shall have no recourse against any other assets of the Landlord Group (as defined in the Basic Lease Information); (iii) except to the extent of the Liability Limit, no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, the Landlord Group, and (iv) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damages as the result of any actual or alleged breach of Landlord of Landlord’s Lease Undertakings.

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16.3 Transfer of Landlord’s Interest. Landlord shall have the right, from time to time, to assign its interest in this Lease in whole or, to a wholly owned subsidiary, in part. Notwithstanding the foregoing, in connection with any assignment in part to a wholly-owned subsidiary, (i) Landlord shall provide a written notice to Tenant specifying the rights and obligations so assigned and (ii) Landlord shall guaranty the performance of the obligations assigned to such wholly-owned subsidiary; provided, however, Landlord’s maximum liability under such guaranty shall not exceed the maximum liability it would have had under the Lease if such obligations had not been assigned. Landlord and each successor to Landlord shall be fully released from the performance of Landlord’s obligations under the Lease Documents upon their transfer of Landlord’s interest in the Property to a third party, except for any liabilities or obligations of Landlord then existing. Landlord shall not be liable for any obligation under the Lease Documents accruing after a transfer of its interest in the Property and Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease for all obligations and liabilities accruing on or after the date of such transfer. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord shall transfer or deliver said security, as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security.

17. MISCELLANEOUS.

17.1 Severability. If any provision of this Lease is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Lease shall not be affected thereby.

17.2 Performance. The covenants and obligations of Tenant pursuant to this Lease shall be independent of performance by Landlord of the covenants and obligations of Landlord pursuant to this Lease. Tenant’s performance of each of its obligations under this Lease shall be a condition precedent to the duty of Landlord to perform its obligations hereunder.

17.3 Attorneys’ Fees and Costs. If either Landlord or Tenant initiates any litigation, mediation, arbitration or other proceeding regarding the enforcement, construction or interpretation of this Lease, then the non-prevailing party shall pay the prevailing party’s attorneys’ fees and costs (including, without limitation, all expense reimbursements, expert witness fees and litigation costs). In addition, if it should otherwise be necessary or proper for Landlord to consult an attorney (in good faith) concerning this Lease (specifically, for the review of instruments evidencing a proposed Transfer or for the purpose of collecting delinquent Rent), Tenant agrees to pay to Landlord its actual attorneys’ fees whether suit be brought or not to the extent such fees exceed $500.00.

17.4 Waiver of Right to Jury Trial. IN ORDER TO LIMIT THE COST OF RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND AS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THIS LEASE, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES. THE FILING OF A CROSS-COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”

17.5 Headings; Time; Survival. The headings of the Articles, Sections and Exhibits of this Lease are for convenience only and do not define, limit or construe the contents thereof. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Each of the parties hereto acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. In all instances where Tenant is required to pay any sum or do any act at a particular indicated time or within an indicated period, it is understood that time

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is of the essence. Any obligations of Tenant accruing prior to the expiration or termination of this Lease shall survive the expiration or termination of this Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has expired.

17.6 Notices. Any notice which may or shall be given under the provisions of this Lease shall be in writing and may be delivered by (i) by hand delivery or personal service, (ii) by a reputable overnight courier service which provides evidence of delivery, or (iii) by telecopy (so long as a confirming copy is forwarded by a reputable overnight courier service within twenty-four (24) hours thereafter), if for Landlord, to the address specified in Item 16 of the Basic Lease Information, or if for Tenant, at the address specified in Item 3 of the Basic Lease Provisions, or at such other addresses as either party may have theretofore specified by written notice delivered in accordance herewith. Such address may be changed from time to time by either party by giving notice as provided herein. Notice shall be deemed given, (a) when delivered (if delivered by hand or personal service), (b) if sent by a reputable overnight courier service, on the business day immediately following the business day on which it was sent, or (c) the date the telecopy is transmitted.

17.7 Governing Law; No Counterclaim; Jurisdiction. This Lease shall be governed by, and construed in accordance with, the laws of the state in which the Property is located. It is mutually agreed that in the event Landlord commences any summary proceeding for non-payment of Rent, Tenant will not interpose any counterclaim (other than any compulsory counterclaims) of whatever nature or description in any such proceeding. The foregoing shall not be construed to prevent Tenant from bringing a separate action related to such counterclaims. In addition, Tenant hereby submits to local jurisdiction in the state in which the Property is located and agrees that any action by Tenant against Landlord shall be instituted in the state in which the Property is located and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the state in which the Property is located.

17.8 Incorporation; Amendment; Merger. This Lease, along with any exhibits and attachments or other documents referred to herein, all of which are hereby incorporated into this Lease by this reference, constitutes the entire and exclusive agreement between Landlord and Tenant relating to the Tenant Space, and each of the aforementioned documents may be altered, amended or revoked only by an instrument in writing signed by the party to be charged thereby. All prior or contemporaneous oral agreements, understandings and/or practices relative to the leasing or use of the Tenant Space are merged herein or revoked hereby.

17.9 Brokers. Each party hereto represents to the other that the representing party has not engaged, dealt with or been represented by any broker in connection with this Lease other than the brokers specified in Item 18 of the Basic Lease Information. Landlord and Tenant shall each indemnify, defend (with legal counsel reasonably acceptable to the other) and hold harmless the other party from and against all Claims (including attorneys’ fees and all litigation expenses) related to any claim made by any other person or entity for any commission or other compensation in connection with the execution of this Lease or the leasing of the Tenant Space to Tenant (other than the Commission Agreement (defined hereinafter)) if based on an allegation that claimant dealt through the indemnifying party. The provisions of this Section 17.9 shall survive the termination of this Lease. Landlord shall pay Tenant’s Broker a commission of up to One Million and No/100 Dollars ($1,000,000.00) pursuant to a separate agreement (the “Commission Agreement”) and hereby indemnifies and holds Tenant harmless for all Claims (including attorney’s fees and all litigation expenses) arising or relating to Landlord’s failure to pay Tenant’s Broker the commission that Tenant’s Broker is due under the Commission Agreement not to exceed $1,000,000.00. Additionally, Tenant hereby indemnifies and holds Landlord harmless for all Claims (including attorney’s fees and all litigation expenses) arising or relating to any commission that Tenant’s Broker is due in connection with any agreement with Tenant, pursuant to which Tenant’s Broker is due a commission, related to this Lease, in excess of an aggregate amount of $1,000,000.00.

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17.10 Examination of Lease. This Lease shall not be binding or effective until each of the parties hereto have executed and delivered an original or counterpart hereof to each other.

17.11 Recordation. Neither Tenant nor any person or entity acting through, under or on behalf of Tenant shall record or cause the recordation of this Lease, a short form memorandum of this Lease or any reference to this Lease.

17.12 Authority. The persons executing this Lease on behalf of Landlord and Tenant represent to the other party that they are duly authorized to execute and deliver this Lease pursuant to their respective by-laws, operating agreement, resolution or other legally sufficient authority. Further, each party and the persons executing this Lease on their behalf represent to the other party that (i) if it is a partnership, the undersigned are all of its general partners, (ii) it has been validly formed or incorporated, (iii) it is duly qualified to do business in the state in which the Property is located, and (iv) this Lease is being executed on its behalf and for its benefit.

17.13 Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives and permitted successors and assigns.

17.14 Force Majeure. A party shall incur no liability to the other party with respect to, and shall not be responsible for any failure to perform, any of its obligations hereunder (other than payment obligations or obligations that may be cured by the payment of money (e.g., maintaining insurance)) if such failure is caused by any reason beyond the control of the party obligated to perform such obligations, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, or failure or disruption of utility services (collectively, “Force Majeure”). The amount of time for a party to perform any of its obligations (other than payment obligations) shall be extended by the amount of time it is delayed in performing such obligation by reason or any force majeure occurrence whether similar to or different from the foregoing types of occurrences.

17.15 No Partnership or Joint Venture; No Third Party Beneficiaries. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venturer, or any other relationship between Landlord and Tenant other than landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity claiming through Tenant, and no other parties shall have any rights hereunder as against Landlord.

17.16 Access by Landlord. Landlord, Landlord’s agents and employees shall have the right to enter upon any and all parts of the Tenant Space at any reasonable time upon prior reasonable written notice accompanied by a Tenant representative (except in the case of an emergency when no prior notice or accompaniment shall be required) to examine the condition thereof, to clean, to make any repairs, alterations or additions required to be made by Landlord hereunder, to show the Tenant Space to prospective purchasers or tenants or mortgage lenders (prospective or current), to determine whether Tenant is complying with all of its obligations under this Lease, to exercise any of Landlord’s rights or remedies hereunder and for any other purpose deemed reasonable by Landlord. In connection with Landlord’s rights hereunder, Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Tenant Space, and Landlord shall have the right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Tenant Space. Tenant hereby waives any claim for damages for any injury to Tenant’s business or inconvenience to, or interference with, Tenant’s business, any loss of occupancy or quiet enjoyment of the Tenant Space or any other loss occasioned by such entry, and, except with regard to a Casualty occurring during such access (in which event such Casualty shall be governed by Article 9 hereof) Tenant shall not be entitled to any abatement or reduction of Rent by reason thereof, and no such entry to the Tenant Space shall be deemed or construed to be a forcible or unlawful entry into or a detainer of the Tenant Space or an eviction, actual or constructive, of Tenant from any part of the Tenant Space; provided, however, that the foregoing waiver shall

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not apply with regard to bodily injury or physical damage to Tenant’s Personal Property or Alterations that occurs during any such entry, which is the direct result of the negligence of Landlord, or any member of the Landlord Group. Notwithstanding anything herein to the contrary, Landlord shall use reasonable efforts to minimize disruption of Tenant’s business or occupancy during such entries.

17.17 Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant’s use or possession of the Tenant Space or giving rise to any claim for set-off or abatement of Rent: (i) to change the name or street address of the Building and/or the Property; (ii) to install, affix and maintain all signs on the exterior and/or interior of the Building and/or the Property; (iii) to display the Tenant Space, the Building and/or the Property to mortgagees, prospective mortgagees, prospective purchasers and ground lessors, and prospective lessees at reasonable hours; (iv) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Property, and/or to make such alterations to the Building as Landlord deems desirable (provided that Landlord shall not have the right during the Term to alter or change the arrangement of the entrances, doors, corridors, elevators and/or stairs in the Premises); (v) to install, operate and maintain systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Property; (vi) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Tenant Space and which serve other parts or other tenants or occupants of the Building and/or the Property; (vii) to retain at all times master keys or pass keys to the Tenant Space; (viii) the exclusive right to create any additional improvements to structural and/or mechanical systems, interior and exterior walls and/or glass, which Landlord deems necessary without the prior consent of Tenant; and (ix) the absolute right to lease space in the Building and the Property and to create such other tenancies in the Building and the Property as Landlord, in its sole business judgment, shall determine is in the best interests of the Property (and Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Building and the Property during the Term of this Lease). Notwithstanding anything in Sections 17.16 and 17.17, the Building Rules and Regulations or any maintenance schedule relative to Landlord’s access to the Tenant Space to the contrary, Landlord agrees that (except in the case of an emergency) Landlord’s access to the Tenant Space shall be subject to Landlord’s compliance with the reasonable procedures required by Tenant (which shall include accompaniment by a Tenant representative), provided that (i) Landlord has received written notice of such amended procedures, and (ii) such procedures do not unreasonably interfere with Landlord’s ability to perform Landlord’s obligations under this Lease or any other lease demising premises in the Building.

17.18 Counterparts; Execution by Facsimile. This Lease may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which shall constitute one and the same Lease. Landlord and Tenant agree that the delivery of an executed copy of this Lease by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Lease had been delivered.

17.19 Confidentiality/Financial Information.

17.19.1 Each party agrees that (i) the terms and provisions of this Lease are confidential and constitute proprietary information of the parties and (ii) it shall not disclose or issue any press release, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose any term or provision of this Lease to any other person without first obtaining the prior written consent of the other party, except that each party shall have the right to disclose such information for valid business, legal and accounting purposes and/or if advisable under any applicable securities laws regarding public disclosure of business information.

17.19.2 Tenant agrees to furnish to Landlord on June 1 and December 31 of each calendar year during the Term, copies of all financial statements relating to the Tenant Space and Tenant’s operation thereof (whether or not publicly disclosed) prepared in the

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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, mortgagee, or prospective purchaser of the Building, and Landlord’s attorneys, accountants and similar business advisors; 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 17.19. The foregoing notwithstanding, so long as Tenant finances none of its Alterations or Tenant’s Personal Property through Landlord, or any member of the Landlord Group, Tenant shall not be requirement to comply with the terms of this Section 17.19.2.

17.20 Incorporation of Exhibits. All of the terms and conditions of all of the Exhibits to this Lease are hereby incorporated into this Lease.

[SIGNATURES APPEAR ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the Effective Date.

LANDLORD:

DIGITAL PISCATAWAY, LLC, a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its sole member and manager
	By:	Digital Realty Trust, Inc., a Maryland corporation, its general partner
		By:	/s/ Michael Forest
		Name:	Michael Forest
		Its:	CEO

Date: December 21, 2006

TENANT:

SAVVIS COMMUNICATIONS CORPORATION, a Missouri corporation
By:	/s/ Howie Shartel
Name:	Howie Shartel
Title:	Vice President of Procurement & Real Estate
Date: December 21, 2006

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