Exhibit 10.2
GUARANTY
THIS GUARANTY
(this “Guaranty”) is
executed as of December 18, 2006 by SAVVIS, INC. , a
Delaware corporation (“Guarantor”) to and for the
benefit of CISCO SYSTEMS CAPITAL CORPORATION , a Nevada
corporation (“Lender”).
1. Guaranty . In
consideration for Lender entering into that certain Loan and
Security Agreement of even date herewith (as the same may be
amended, restated, modified or supplemented from time to time, the
“Loan Agreement”) with Savvis Communications
Corporation, a Missouri corporation, and all promissory notes and
other documents, agreements, instruments, certificates and notices,
in favor of the Lender in connection with the Loan Agreement
(collectively, as the same may be amended, restated, modified or
supplemented from time to time, the “Loan Documents”),
Guarantor hereby guarantees the prompt and complete payment and
performance by Borrower of all of the terms and conditions of the
Loan Agreement and the other Loan Documents, including but not
limited to the prompt payment of all indebtedness, taxes,
insurances, default costs and other sums payable thereunder.
Guarantor further agrees to indemnify and hold Lender harmless from
and against any and all direct liability, loss, damage or expense,
including reasonable attorneys’ fees and court costs, which
Lender may incur or sustain by reason of the failure of Borrower to
fully perform and comply with the terms and conditions of the Loan
Agreement and the other Loan Documents. In no event will Guarantor
be responsible for any indirect or consequential damages of any
kind.
2. Unconditional Guaranty;
Waivers . This Guaranty is an absolute, irrevocable and
unconditional guaranty of performance and payment and not of
collection. Guarantor specifically waives any right to subrogation,
reimbursement, recoupment, setoff or counterclaim, and any defense
for changes in applicable law or any other circumstances that might
constitute a legal or equitable defense or discharge of a guarantor
or surety unless and until the final indefeasible payment of all
obligations owed to Lender under the Loan Agreement, this Guaranty
and the other Loan Documents. Guarantor waives notice of acceptance
hereof and of defaults hereunder or under the Loan Agreement or
other Loan Documents. Guarantor waives any right to require Lender
to first proceed against Borrower, or against any collateral other
security for the Loan Agreement or the other Loan Documents.
Guarantor agrees that its liability shall not be exonerated,
affected or decreased, and Guarantor waives any defenses based on
suretyship, including but not limited to: (i) any amendment,
termination, extension, renewal, waiver or modification of the Loan
Agreement or any other Loan Document; (ii) any rejection,
breach, disaffirmance, discharge, assignment or transfer of
Borrower’s obligations under the Loan Agreement or any other
Loan Document or with respect to the collateral or other security
held with respect thereto, including but not limited to any such
action as may occur in bankruptcy or reorganization or like
proceedings; (iii) that some or all of the obligations under
the Loan Agreement or any other Loan Document may be accelerated
upon any nonpayment thereof by the Borrower; (iv) any
alteration, suspension or impairment of Borrower’s
obligations or of Lender’s rights or remedies against
Borrower or any collateral under the Loan Agreement or other Loan
Documents; (v) the release, termination or failure to perfect
Lender’s interest in any collateral with respect to the Loan
Agreement or the other Loan Documents; (vi) any action or
inaction by Lender that impairs Guarantor’s subrogation or
reimbursement rights as against Borrower or any collateral,
including the tolling or expiration of any statute of limitations;
(vii) any action or inaction by Lender
