Promissory Note of Gip Wakefield, LLC



 Exhibit 10.43 
  
 PROMISSORY NOTE 
  

			
	 $36,300,000
	 	 New York, New York
 November 3, 2004


  
 FOR VALUE RECEIVED,
the undersigned, GIP WAKEFIELD, LLC, a Delaware limited liability company (the “Maker”), promises to pay to the order of CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (collectively, with any subsequent holder of this
Note, the “Holder”) at its offices located at 388 Greenwich Street, 11th Floor, New York, New York 10013 or at such other address as the Holder may from time to time designate in writing, the principal sum of THIRTY-SIX MILLION
THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($36,300,000), together with interest thereon, and all other amounts payable under the Loan Documents, such principal, interest and other amounts to be payable as provided in the Loan Agreement. 

 
 This Note is the Note referred to in that certain Loan Agreement, dated as
of November 3, 2004, among the Maker and the Holder (as modified and supplemented and in effect from time to time, the “Loan Agreement”). Reference to the Loan Agreement is hereby made for a statement of the rights of the Holder and
the duties and obligations of the Maker, but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the Maker to pay the principal, interest and other amounts, if
any, payable with respect to this Note when due. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement. The outstanding principal amount shall bear interest at the rates provided for in
the Loan Agreement. 
  
 This Note is secured by the Mortgage and
certain other Loan Documents and (subject to Section 2.11(g) of the Loan Agreement) Crossed Loan Documents. 
  
 The principal sum evidenced by this Note, together with accrued interest and other sums or amounts due hereunder, shall become immediately due and payable
at the option of the Holder upon the occurrence of any Event of Default in accordance with the provisions of the Loan Agreement. 
  
 With respect to the amounts due pursuant to this Note, the Maker waives the following: (1) all rights of exemption of property from levy or sale under
execution or other process for the collection of debts under the Constitution or laws of the United States or any state thereof; (2) demand, presentment, protest, notice of dishonor, notice of nonpayment, suit against any party, diligence in
collection of this Note, and all other requirements necessary to enforce this Note, except for notices required by Governmental Authorities and notices required by the Loan Agreement and any of the other Loan Documents; and (3) any further receipt
by or acknowledgment of any Collateral now or hereafter deposited as security for the Loan. 
  
 In no event shall the amount of interest (and any other sums or amounts that are deemed to constitute interest under applicable Legal Requirements) due or payable hereunder (including interest calculated at the
Default Rate) exceed the maximum rate of interest designated by applicable Legal Requirements (the “Maximum Amount”), and in the event such payment is inadvertently paid by the Maker or inadvertently received by the Holder, then
such excess sum shall be credited as a payment of principal (without prepayment penalty), and if in excess of such balance, shall be immediately returned to the Maker upon such determination. It is the express intent hereof that the Maker not pay
and the Holder not receive, directly or indirectly, interest in excess of the Maximum Amount. 







 The Holder shall not by any act, delay, omission or otherwise be deemed to have modified, amended,
waived, extended, discharged or terminated any of its rights or remedies, and no modification, amendment, waiver, extension, discharge or termination of any kind shall be valid unless in writing and signed by the Holder. All rights and remedies of
the Holder under the terms of this Note and applicable statutes or rules of law shall be cumulative, and may be exercised successively or concurrently. 
  
 Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable Legal Requirements, but
if any provision of this Note shall be prohibited by or invalid under applicable Legal Requirements, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. 
  
 The Holder may, at its
option, release any Collateral given to secure the indebtedness evidenced hereby, and no such release shall impair the obligations of the Maker to the Holder. 
  

This Note was negotiated in New York, and made by the Maker and accepted by the Holder in the State of New York, and the proceeds of this Note were
disbursed from New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limitation, matters of construction, validity and
performance), this Note and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State and any applicable law of the United
States of America. 
  
 Any legal suit, action or proceeding
against the Maker by the Holder arising out of or relating to this Note shall be instituted in any federal or state court in New York, New York or in the state where the Mortgaged Property is located. The Maker hereby (i) irrevocably waives, to the
fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum, and (ii) irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. The Maker does hereby designate and appoint CT Company Systems, having an office at 111 Eighth Avenue, New
York, New York 10011, as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any federal or state court in New York, New York, and agrees that
service of process upon said agent at said address (or at such other office in New York, New York as may be designated by such agent in accordance with the terms hereof) with a copy to the Maker, together with written notice of said service of the
Maker, mailed or delivered to the Maker in the manner provided in the Loan Agreement shall be deemed in every respect effective service of process upon the Maker, in any such suit, action or proceeding in the State of New York or the state where the
Mortgaged Property is located (as applicable). The Maker (i) shall give prompt notice to the Holder of any changed address of its authorized agent hereunder, (ii) may at any time and from time to time designate a substitute authorized agent with an
office in New York, New York (which office shall be designated as the address for service of process), and (iii) shall promptly designate such a substitute if its authorized agent ceases to have an office in New York, New York or is dissolved
without leaving a successor. 
  
 The provisions of this Note shall
be subject to the provisions of Section 9.24 of the Loan Agreement, which provisions are incorporated by reference as if herein set forth in full. 
  
 THE MAKER, TO THE FULLEST EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY TORT
ACTION), BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS NOTE OR THE OTHER LOAN DOCUMENTS. THE MAKER AGREES THAT THE HOLDER 
  

 2 








 MAY FILE A COPY OF THIS WAIVER WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT OF
THE MAKER IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY, AND THAT, TO THE FULLEST EXTENT THAT IT MAY LAWFULLY DO SO, ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN THE MAKER AND THE HOLDER SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION
BY A JUDGE SITTING WITHOUT A JURY. 
  
 Upon the transfer of this
Note, Holder may deliver all Collateral granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights and obligations herein or under applicable law given to
Holder with respect thereto, and Holder shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter, but Holder shall retain all rights and obligations hereby given to it with respect to any
liabilities and the Collateral not so transferred. 
  

 3 








 IN WITNESS WHEREOF, the Maker has caused this Note to be properly executed on the date first above
written, and has authorized this Note to be dated as of the day and year first above written. 
  

									
	MAKER:
	
	 GIP WAKEFIELD, LLC,
 a Delaware limited
liability company

		
	 By:
	 	 GIP Wakefield Holding Company, LLC,
 a
Delaware limited liability company,
 its Member and Manager

			
	 	 	By:	 	 Digital Realty Trust, L.P.,
 a Maryland
limited partnership,
 its Member and Manager

				
	 	 	 	 	By:	 	Digital Realty Trust, Inc.,
	 	 	 	 	 	 	a Maryland corporation
	 	 	 	 	 	 	its General Partner
					
	 	 	 	 	 	 	By:	 	 /s/ SCOTT PETERSON


	 	 	 	 	 	 	Print Name:	 	 Scott Peterson


	 	 	 	 	 	 	Title:	 	 Senior Vice President