PURCHASE AGREEMENT

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

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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 Capita l" — 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;

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" 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

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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 Capita l"). 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