Revolving Credit Agreement


 Exhibit 10.2 

REVOLVING CREDIT AGREEMENT 

Dated as of August 31, 2007 

among 
 DIGITAL
REALTY TRUST, L.P., 
 as Borrower, 

DIGITAL REALTY TRUST, INC., 

as Parent Guarantor, 

THE SUBSIDIARY GUARANTORS NAMED HEREIN, 

as Subsidiary Guarantors, 

THE INITIAL LENDERS, INITIAL ISSUING BANK AND 

SWING LINE BANK NAMED HEREIN, 

as Initial Lenders, Initial Issuing Bank and Swing Line Bank

 CITICORP NORTH AMERICA, INC., 

as Administrative Agent, 

KEYBANK NATIONAL ASSOCIATION, 

as Syndication Agent, 

and 
 CITIGROUP
GLOBAL MARKETS INC. AND 
 KEYBANC CAPITAL MARKETS, 

as Joint Lead Arrangers and Joint Book Running Managers 

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 






 T A B L E   O F   C O N T E N T S 

 

					
	 Section
	  	 	  	Page
		  	 ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS
	  	
			
	 SECTION 1.01.
	  	Certain Defined Terms	  	1
	 SECTION 1.02.
	  	Computation of Time Periods; Other Definitional Provisions	  	31
	 SECTION 1.03.
	  	Accounting Terms	  	31
		
	 ARTICLE II


AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT
	  	
			
	 SECTION 2.01.
	  	The Advances and the Letters of Credit	  	31
	 SECTION 2.02.
	  	Making the Advances	  	33
	 SECTION 2.03.
	  	Issuance of and Drawings and Reimbursement Under Letters of Credit	  	35
	 SECTION 2.04.
	  	Repayment of Advances	  	37
	 SECTION 2.05.
	  	Termination or Reduction of the Commitments	  	38
	 SECTION 2.06.
	  	Prepayments	  	38
	 SECTION 2.07.
	  	Interest	  	40
	 SECTION 2.08.
	  	Fees	  	41
	 SECTION 2.09.
	  	Conversion of Advances	  	42
	 SECTION 2.10.
	  	Increased Costs, Etc.	  	43
	 SECTION 2.11.
	  	Payments and Computations	  	44
	 SECTION 2.12.
	  	Taxes	  	47
	 SECTION 2.13.
	  	Sharing of Payments, Etc.	  	49
	 SECTION 2.14.
	  	Use of Proceeds	  	51
	 SECTION 2.15.
	  	Evidence of Debt	  	51
	 SECTION 2.16.
	  	Extension of Termination Date	  	52
	 SECTION 2.17.
	  	Cash Collateral Account	  	52
	 SECTION 2.18.
	  	Increase in the Aggregate Commitments	  	54
		
	 ARTICLE III

CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT
	  	
			
	 SECTION 3.01.
	  	Conditions Precedent to Initial Extension of Credit	  	56
	 SECTION 3.02.
	  	Conditions Precedent to Each Borrowing, Issuance, Renewal, Commitment Increase and Extension	  	60
	 SECTION 3.03.
	  	Determinations Under Section 3.01	  	60
		
	 ARTICLE IV

REPRESENTATIONS AND WARRANTIES
	  	
			
	 SECTION 4.01.
	  	Representations and Warranties of the Loan Parties	  	61

  

 i 








					
	 ARTICLE V


COVENANTS OF THE LOAN PARTIES
	  	
			
	 SECTION 5.01.
	  	Affirmative Covenants	  	66
	 SECTION 5.02.
	  	Negative Covenants	  	71
	 SECTION 5.03.
	  	Reporting Requirements	  	78
	 SECTION 5.04.
	  	Financial Covenants	  	81
		
	ARTICLE VI
EVENTS OF DEFAULT	  	
			
	 SECTION 6.01.
	  	Events of Default	  	82
	 SECTION 6.02.
	  	Actions in Respect of the Letters of Credit upon Default	  	84
		
	 ARTICLE VII


GUARANTY
	  	
			
	SECTION 7.01.	  	Guaranty; Limitation of Liability	  	85
	SECTION 7.02.	  	Guaranty Absolute	  	85
	SECTION 7.03.	  	Waivers and Acknowledgments	  	86
	SECTION 7.04.	  	Subrogation	  	87
	SECTION 7.05.	  	Guaranty Supplements	  	88
	SECTION 7.06.	  	Indemnification by Guarantors	  	88
	SECTION 7.07.	  	Subordination	  	88
	SECTION 7.08.	  	Continuing Guaranty	  	89
	
	 ARTICLE VIII


THE ADMINISTRATIVE AGENT

			
	 SECTION 8.01.
	  	Authorization and Action	  	89
	 SECTION 8.02.
	  	Administrative Agent’s Reliance, Etc.	  	90
	 SECTION 8.03.
	  	CNAI and Affiliates	  	90
	 SECTION 8.04.
	  	Lender Party Credit Decision	  	90
	 SECTION 8.05.
	  	Indemnification by Lender Parties	  	91
	 SECTION 8.06.
	  	Successor Administrative Agents	  	92
	 SECTION 8.07.
	  	Sub-Agent	  	92
	
	 ARTICLE IX


MISCELLANEOUS

			
	 SECTION 9.01.
	  	Amendments, Etc.	  	92
	 SECTION 9.02.
	  	Notices, Etc.	  	93
	 SECTION 9.03.
	  	No Waiver; Remedies	  	94
	 SECTION 9.04.
	  	Costs and Expenses	  	95
	 SECTION 9.05.
	  	Right of Set-off	  	96
	 SECTION 9.06.
	  	Binding Effect	  	96
	 SECTION 9.07.
	  	Assignments and Participations; Replacement Notes	  	97
	 SECTION 9.08.
	  	Execution in Counterparts	  	99
	 SECTION 9.09.
	  	No Liability of the Issuing Banks	  	100
	 SECTION 9.10.
	  	Confidentiality	  	100
	 SECTION 9.11.
	  	Patriot Act Notification	  	100

  

 ii 








					
	 SECTION 9.12.
	  	Jurisdiction, Etc.	  	100
	 SECTION 9.13.
	  	Governing Law	  	101
	 SECTION 9.14.
	  	Judgment Currency	  	101
	 SECTION 9.15.
	  	Substitution of Currency	  	101
	 SECTION 9.16.
	  	WAIVER OF JURY TRIAL	  	102

  

					
	 SCHEDULES
	    		  	
			
	 Schedule I
	    	-	  	Commitments and Applicable Lending Offices
	 Schedule II
	    	-	  	Unencumbered Assets
	 Schedule III
	    	-	  	Existing Letters of Credit
	 Schedule 4.01(b)
	    	-	  	Subsidiaries
	 Schedule 4.01(d)
	    	-	  	Certain Approvals
	 Schedule 4.01(f)
	    	-	  	Disclosed Litigation
	 Schedule 4.01(n)
	    	-	  	Existing Debt
	 Schedule 4.01(o)
	    	-	  	Surviving Debt
	 Schedule 4.01(p)
	    	-	  	Existing Liens
	 Schedule 4.01(q)
	    	-	  	Owned Real Property
	 Schedule 4.01(r)
	    	-	  	Leased Real Property
	 Schedule 4.01(s)
	    	-	  	Environmental Concerns
	 Schedule 4.01(y)
	    	-	  	Excluded Subsidiaries and Excluded Subsidiary Agreements
			
	 EXHIBITS
	    		  	
			
	 Exhibit A
	    	-	  	Form of Note
	 Exhibit B
	    	-	  	Form of Notice of Borrowing
	 Exhibit C
	    	-	  	Form of Guaranty Supplement
	 Exhibit D
	    	-	  	Form of Assignment and Acceptance
	 Exhibit E
	    	-	  	Form of Unencumbered Assets Certificate

  

 iii 







 REVOLVING CREDIT AGREEMENT 

REVOLVING CREDIT AGREEMENT dated as of August 31, 2007 (this “Agreement”) among DIGITAL
REALTY TRUST, L.P., a Maryland limited partnership (the “Borrower”), DIGITAL REALTY TRUST, INC., a Maryland corporation (the “Parent Guarantor”), the entities listed on the
signature pages hereof as the guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 7.05, the “Subsidiary Guarantors” and, together with the Parent
Guarantor, the “Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial
Lenders”), CITIBANK, N.A., as the initial issuer of Letters of Credit (as hereinafter defined) (the “Initial Issuing Bank”), the Swing Line Bank (as hereinafter defined), CITICORP NORTH
AMERICA, INC. (“CNAI”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for
the Lender Parties (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as syndication agent, and CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and KEYBANC CAPITAL
MARKETS, as joint lead arrangers and joint book running managers (the “Arrangers”). 

ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the terms defined): 

“Additional Guarantor” has the meaning specified in Section 7.05. 

“Adjusted EBITDA” means an amount equal to (a) the product of four (4) times
EBITDA for the fiscal quarter of the Parent Guarantor most recently ended for which financial statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, less (b) an amount
equal to the Capital Expenditure Reserve for all Assets; provided, however, that for purposes of this definition, in the case of any acquisition or disposition of any direct or indirect interest in any Asset (including through the acquisition
of Equity Interests) by the Parent Guarantor or any of its Subsidiaries during any fiscal quarter, Adjusted EBITDA will be adjusted (1) in the case of an acquisition, by adding thereto an amount equal to (A) four (4) times
(B) the acquired Asset’s actual EBITDA (computed as if such Asset was owned by the Parent Guarantor or one of its Subsidiaries for the entire fiscal quarter) generated during the portion of such fiscal quarter that such Asset was not owned
by the Parent Guarantor or such Subsidiary and (2) in the case of a disposition, by subtracting therefrom an amount equal to (A) four (4) times (B) the actual EBITDA generated by the Asset so disposed of during such fiscal
quarter. 
 “Adjusted Net Operating Income” means, with respect to any Asset,
(a) the product of (i) four (4) times (ii) (A) Net Operating Income attributable to such Asset less (B) the amount, if any, by which (1) 3% of all rental and other income from the operation of such
Asset for the fiscal quarter of the Parent Guarantor most recently ended for which financial statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, exceeds (2) all management
fees payable in respect of such Asset for such fiscal period less (b) the Capital Expenditure Reserve for such Asset; provided, however, that for purposes of this definition, in the case of any acquisition or disposition of any
direct or indirect interest in any Asset (including through the acquisition of Equity Interests) by the Parent Guarantor or any of its Subsidiaries during any fiscal quarter, Adjusted Net Operating Income will be adjusted (1) in the case of an
acquisition, by adding thereto an amount equal to (A) four (4) times (B) the acquired Asset’s 






 
actual Net Operating Income (computed as if such Asset was owned by the Parent Guarantor or one of its Subsidiaries for the entire fiscal quarter) generated during the portion of such fiscal
quarter that such Asset was not owned by the Parent Guarantor or such Subsidiary and (2) in the case of a disposition, by subtracting therefrom an amount equal to (A) four (4) times (B) the actual Net Operating Income
generated by the Asset so disposed of during such fiscal quarter. 
 “Administrative
Agent” has the meaning specified in the recital of parties to this Agreement. 

“Administrative Agent’s Account” means (a) in the case of Advances denominated in
Dollars, the account of the Administrative Agent maintained by the Administrative Agent with Citibank, N.A., at its office at 2 Penns Way, Suite 200, New Castle, Delaware 19720, ABA No. 021000089, Account No. 36852248, Account Name:
Agency/Medium Term Finance, Reference: Digital Realty, Attention: Global Loans/Agency, (b) in the case of Advances denominated in any Committed Foreign Currency, the account of the Sub-Agent designated in writing from time to time by the
Administrative Agent to the Borrower and the Lender Parties for such purpose and (c) in any such case, such other account as the Administrative Agent shall specify in writing to the Lender Parties. 

“Advance” means a U.S. Dollar Revolving Credit Advance, a Multicurrency Revolving Credit
Advance, a Swing Line Advance or a Letter of Credit Advance. 
 “Affiliate” means, as to
any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including
the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Interests of such Person or to direct or
cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise. 

“Agreement” has the meaning specified in the recital of
parties to this Agreement. 
 “Agreement Value” means, for each Hedge Agreement, on any
date of determination, an amount determined by the Administrative Agent equal to: (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives
Association, Inc. (the “Master Agreement”), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement was being
terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole “Affected Party”, and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative
Agent making such determination pursuant to the provisions of the form of Master Agreement); or (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on
such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement determined by the Administrative Agent based on the settlement price of such Hedge Agreement on such date of determination, or (c) in all other
cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement determined by the Administrative Agent as the amount, if
any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge
Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement. 

 

 2 







 “Applicable Lender” has the meaning specified in
Section 2.03(c). 
 “Applicable Lending Office” means, with respect to each Lender
Party, such Lender Party’s Domestic Lending Office in the case of a Base Rate Advance and such Lender Party’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance. 

“Applicable Margin” means, at any date of determination, a percentage per annum determined by
reference to the Leverage Ratio as set forth below: 
  

									
	 Pricing
Level
	  	 Leverage Ratio
	 	Applicable Margin
for Base Rate
Advances	 	 	Applicable Margin for
Eurocurrency Rate
Advances	 
	I	  	> 65%	 	1.000	% 	 	2.000	% 
	II	  	> 60% but £ 65%	 	0.600	% 	 	1.600	% 
	III	  	> 55% but £ 60%	 	0.500	% 	 	1.500	% 
	IV	  	> 50% but £ 55%	 	0.375	% 	 	1.375	% 
	V	  	> 45% but £ 50%	 	0.250	% 	 	1.250	% 
	VI	  	> 40% but £ 45%	 	0.200	% 	 	1.200	% 
	VII	  	< 40%	 	0.100	% 	 	1.100	% 

 The Applicable
Margin for each Base Rate Advance shall be determined by reference to the Leverage Ratio in effect from time to time and the Applicable Margin for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing shall be
determined by reference to the Leverage Ratio in effect on the first day of such Interest Period; provided, however, that (a) the Applicable Margin shall initially be at Pricing Level VI on the Closing Date, (b) no change in the
Applicable Margin resulting from the Leverage Ratio shall be effective until three Business Days after the date on which the Administrative Agent receives (x) the financial statements required to be delivered pursuant to Section 5.03(b) or
(c), as the case may be, and (y) a certificate of the Chief Financial Officer of the Borrower demonstrating the Leverage Ratio, and (c) the Applicable Margin shall be at Pricing Level I for so long as the Borrower has not submitted to
the Administrative Agent as and when required under Section 5.03(b) or (c), as applicable, the information described in clause (b) of this proviso. 

“Applicable Pro Rata Share” means, (a) in the case of a U.S. Dollar Revolving Lender,
such Lender’s U.S. Dollar Revolving Credit Pro Rata Share, and (b) in the case of a Multicurrency Revolving, such Lenders’ Multicurrency Revolving Credit Pro Rata Share. 

“Arrangers” has the meaning specified in the recital of parties to this Agreement. 

“Assets” means Office Assets, Development Assets, Redevelopment Assets and Joint Venture Assets.

 “Asset Value” means, at any date of determination, (a) in the case of any Office
Asset, the Capitalized Value of such Asset; provided, however, that the Asset Value of each Office 
  

 3 







 
Asset (other than a former Development Asset or Redevelopment Asset) shall be limited, during the first 12 months following the date of acquisition thereof, to the lesser of (i) the
acquisition price thereof or (ii) the Capitalized Value thereof, provided further that an upward adjustment shall be made to the Asset Value of any Office Asset (in the reasonable discretion of the Administrative Agent) as new Tenancy
Leases are entered into in respect of such Asset, (b) in the case of any Development Asset or Redevelopment Asset, the book value of such Asset as determined in accordance with GAAP, (c) in the case of any Joint Venture Asset that, but for
such Asset being owned by a Joint Venture, would qualify as an Office Asset under the definition thereof, the JV Pro Rata Share of the Capitalized Value of such Asset; provided, however, that the Asset Value of such Joint Venture Asset shall
be limited, during the first 12 months following the date of acquisition thereof, to the JV Pro Rata Share of the lesser of (i) the acquisition price thereof or (ii) the Capitalized Value thereof, provided further that an upward
adjustment shall be made to Asset Value of any Joint Venture Asset described in this clause (c) (in the reasonable discretion of the Administrative Agent) as new leases, subleases, licenses and occupancy agreements are entered into in respect
of such Asset in the ordinary course of business and (d) in the case of any Joint Venture Asset not described in clause (c) above, the JV Pro Rata Share of the book value of such Joint Venture Asset as determined in accordance with GAAP.

 “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender Party and an Eligible Assignee, and accepted by the Administrative Agent, in accordance with Section 9.07 and in substantially the form of Exhibit D hereto. 

“Assuming Lender” has the meaning specified in Section 2.18(d). 

“Assumption Agreement” has the meaning specified in Section 2.18(d)(i). 

“Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be
drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing), and shall be deemed where applicable hereunder to include the Equivalent in Dollars of any such amount denominated in a Committed
Foreign Currency. 
 “Bank Guarantees” means guaranties issued or to be issued pursuant
to the Multicurrency Letter of Credit Facility by a Multicurrency Issuing Bank or Affiliate thereof in form and substance satisfactory to the issuer thereof. 

“Bankruptcy Law” means any applicable law governing a proceeding of the type referred to in
Section 6.01(f) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors. 

“Base Rate” means a fluctuating interest rate per annum in effect from time to
time, which rate per annum shall at all times be equal to the higher of (a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time, as Citibank, N.A.’s base rate and
(b)  1/2 of 1% per annum above the Federal
Funds Rate. 
 “Base Rate Advance” means an Advance denominated in Dollars that
bears interest as provided in Section 2.07(a)(i). 
 “Borrower” has the meaning
specified in the recital of parties to this Agreement. 
 “Borrower’s Account” means
the account of the Borrower maintained by the Borrower with Bank of America NT&SA at its office at 1850 Gateway Boulevard, Concord, California 

 

 4 







 
94520-3282, ABA No. 121-000-358, Account No. 1420-036-112, Reference: Digital Realty Trust, L.P., and/or such other account as the Borrower shall specify in writing to the
Administrative Agent. 
 “Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Advances of the same Type made by the Lenders or a Swing Line Borrowing. 
 “Business
Day” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London
interbank market and banks are open for business in London and in the country of issue of the currency of such Eurocurrency Rate Advance (or, in the case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open). 
 “Canadian Dollars” and the
“CDN$” sign each means lawful currency of Canada. 
 “Capital Expenditure
Reserve” means, with respect to any Asset on any date of determination, the product of (A) $0.25 times (B) the total number of square feet within such Asset. 

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP,
recorded as capitalized leases. 
 “Capitalized Value” means (a) in the case of any
Asset that is a Data Center, the Adjusted Net Operating Income of such Asset divided by 8.25%, and (b) in the case of any other Asset, the Adjusted Net Operating Income of such Asset divided by 7.5%. 

“Cash Equivalents” means any of the following, to the extent owned by the Parent Guarantor or any
of its Subsidiaries free and clear of all Liens (other than Permitted Liens) and having a maturity of not greater than 90 days from the date of issuance thereof: (a) readily marketable direct obligations of the Government of the United States
or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) readily marketable direct obligations of any state of the United States or any political
subdivision of any such state or any public instrumentality thereof having, at the time of acquisition, the highest rating obtainable from either Moody’s or S&P, (c) certificates of deposit of or time deposits with any commercial bank
that is a Lender Party or a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (d) below, is organized under the laws of the United States or any State thereof and has
combined capital and surplus of at least $1,000,000,000, (d) commercial paper in an aggregate amount of not more than $50,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United
States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P, or (e) shares of any mutual fund the assets of which are primarily invested in the types
of investments referred to in clauses (a) through (d) above. 
 “CERCLA” means
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time. 

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information
System maintained by the U.S. Environmental Protection Agency. 
  

 5 







 “CGMI” has the meaning specified in the recital of
parties to this Agreement. 
 “Change of Control” means the occurrence of any of the
following: (a) any Person or two or more Persons acting in concert shall have acquired and shall continue to have following the date hereof beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934), directly or indirectly, of Voting Interests of the Parent Guarantor (or other securities convertible into such Voting Interests) representing 35% or more of the combined voting power of all Voting
Interests of the Parent Guarantor; or (b) during any consecutive twenty-four month period commencing on or after the date hereof, individuals who at the beginning of such period constituted the Board of Directors of the Parent Guarantor
(together with any new directors whose election by the Board of Directors or whose nomination for election by the Parent Guarantor stockholders was approved by a vote of at least a majority of the members of the Board of Directors then in office who
either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in
office, except for any such change resulting from (x) death or disability of any such member, (y) satisfaction of any requirement for the majority of the members of the Board of Directors of the Parent Guarantor to qualify under applicable
law as independent directors, or (z) the replacement of any member of the Board of Directors who is an officer or employee of the Parent Guarantor with any other officer or employee of the Parent Guarantor or any of its Affiliates ; or
(c) any Person or two or more Persons acting in concert shall have acquired and shall continue to have following the date hereof, by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of the power to direct, directly or indirectly, the management or policies of the Parent Guarantor; or (d) the Parent Guarantor ceases to be the general partner of the Borrower; or (e) the Parent
Guarantor ceases to be the legal and beneficial owner of all of the general partnership interests of the Borrower; or (f) the Parent Guarantor shall create, incur, assume or suffer to exist any Lien on the Equity Interests in the Borrower owned
by it. 
 “Closing Date” means the date of this Agreement. 

“CNAI” has the meaning specified in the recital of parties to this Agreement. 

“Commitment” means a U.S. Dollar Revolving Credit Commitment, a Multicurrency Revolving
Credit Commitment, a Swing Line Commitment or a Letter of Credit Commitment. 
 “Commitment
Date” has the meaning specified in Section 2.18(b). 
 “Commitment
Increase” has the meaning specified in Section 2.18(a). 
 “Committed Foreign
Currencies” means Sterling, Swiss Francs, Canadian Dollars and Euros. 

“Communications” has the meaning specified in Section 9.02(b). 

“Confidential Information” means information that any Loan Party furnishes to the Administrative
Agent or any Lender Party in writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to such Agent or such Lender Party from a source other
than the Loan Parties or the Administrative Agent or any other Lender Party. 
  

 6 







 “Consent Request Date” has the meaning specified in
Section 9.01(b). 
 “Consolidated” refers to the consolidation of accounts in
accordance with GAAP. 
 “Contingent Obligation” means, with respect to any Person, any
Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, leases, dividends or other payment Obligations (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation (and without duplication), (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other
party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply
funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or
hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith, all as recorded on the balance sheet or on the footnotes to the most recent financial
statements of such Person in accordance with GAAP. 
 “Conversion”,
“Convert” and “Converted” each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.07(d), 2.09 or 2.10. 

“Customary Carve-Out Agreement” has the meaning specified in the definition of Non-Recourse Debt.

 “Data Center” means any Office Asset that operates as a telecommunications
infrastructure building or an information technology infrastructure building. 
 “Debt”
of any Person means, without duplication for purposes of calculating financial ratios, (a) all Debt for Borrowed Money of such Person, (b) all Obligations of such Person for the deferred purchase price of property or services other than
trade payables incurred in the ordinary course of business and not overdue by more than 60 days, (c) all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all Obligations of such Person
created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (e) all Obligations of such Person as lessee under Capitalized Leases, (f) all Obligations of such Person under acceptance, letter of credit or similar facilities, (g) all Obligations of such
Person to purchase, redeem, retire, defease or otherwise make any payment (but excluding for the avoidance of doubt (i) regular quarterly dividends and (ii) special year-end dividends made in connection with maintaining the Parent
Guarantor’s status as a REIT) in respect of any Equity 
  

 7 







 
Interests in such Person or any other Person (other than Preferred Interests that are issued by any Loan Party or Subsidiary thereof and classified as either equity or minority interests pursuant
to GAAP) or any warrants, rights or options to acquire such Equity Interests, (h) all Obligations of such Person in respect of Hedge Agreements, valued at the Agreement Value thereof, (i) all Contingent Obligations of such Person and
(j) all indebtedness and other payment Obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations; provided,
however, that (A) in the case of the Parent Guarantor and its Subsidiaries “Debt” shall also include, without duplication, the JV Pro Rata Share of Debt for each Joint Venture and (B) for purposes of computing the Leverage
Ratio, “Debt” shall be deemed to exclude redeemable Preferred Interests issued as trust preferred securities by the Parent Guarantor and the Borrower to the extent the same are by their terms subordinated to the Facilities and not
redeemable until after the Termination Date. 
 “Debt for Borrowed Money” of any Person
means all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such Person; provided, however, that in the case of the Parent Guarantor and its Subsidiaries “Debt for Borrowed
Money” shall also include, without duplication, the JV Pro Rata Share of Debt for Borrowed Money for each Joint Venture; and provided further, however, that as used in the definition of “Fixed Charge Coverage Ratio”, in the
case of any acquisition or disposition of any direct or indirect interest in any Asset (including through the acquisition of Equity Interests) by the Parent Guarantor or any of its Subsidiaries during the fiscal quarter of the Parent Guarantor most
recently ended for which financial statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, the term “Debt for Borrowed Money” (a) shall include, in the case of an
acquisition, an amount equal to the Debt for Borrowed Money directly relating to such Asset existing immediately following such acquisition (computed as if such indebtedness in respect of such Asset was in existence for the Parent Guarantor or such
Subsidiary for the entire fiscal quarter), and (b) shall exclude, in the case of a disposition, an amount equal to the actual Debt for Borrowed Money to which such Asset was subject to the extent such Debt for Borrowed Money was repaid or
otherwise terminated upon the disposition of such Asset during such fiscal quarter. 
 “Debt
Rating” means, as of any date, the lowest rating that has been most recently assigned by either S&P or Moody’s, as the case may be, to the long-term senior unsecured non-credit enhanced debt of the Parent Guarantor or, if
applicable, to the “implied rating” of the Parent Guarantor’s long-term senior unsecured credit enhanced debt. For purposes of the foregoing, (a) if any rating established by S&P or Moody’s shall be changed, such change
shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (b) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Parent
Guarantor’s Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. 

“Default” means any Event of Default or any event that would constitute an Event of Default but
for the requirement that notice be given or time elapse or both. 
 “Default Termination
Notice” has the meaning specified in Section 2.01(b). 
  

 8 







 “Development Asset” means Real Property acquired for
development into an Office Asset that, in accordance with GAAP, would be classified as a development property on a Consolidated balance sheet of the Parent Guarantor and its Subsidiaries. For the avoidance of any doubt, Development Assets shall not
constitute Office Assets. 
 “Disclosed Litigation” has the meaning specified in
Section 3.01(f). 
 “Dollars” and the “$” sign each means
lawful currency of the United States of America. 
 “Domestic Lending Office” means, with
respect to any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance or Assumption Agreement pursuant to which it became a
Lender Party, as the case may be, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent. 

“EBITDA” means, for any period, (a) the sum of (i) net income (or net loss) (excluding
gains (or losses) from extraordinary and unusual items and the non-cash component of non-recurring items), (ii) interest expense, (iii) income tax expense, (iv) depreciation expense and (v) amortization expense, in each case of
the Parent Guarantor and its Subsidiaries determined on a Consolidated basis and in accordance with GAAP for such period, plus (b) with respect to each Joint Venture, the JV Pro Rata Share of the sum of (i) net income (or net loss)
(excluding gains (or losses) from extraordinary and unusual items), (ii) interest expense, (iii) income tax expense, (iv) depreciation expense and (v) amortization expense of such Joint Venture, in each case determined on a
Consolidated basis and in accordance with GAAP for such period, provided that there shall be no rent leveling adjustments made (and only actual cash rents will be used) when computing EBITDA. 

“Effective Date” means the first date on which the conditions set forth in Article III shall
be satisfied. 
 “Eligible Assignee” means (a) with respect to the Revolving Credit
Facility, (i) a Lender; (ii) an Affiliate or Fund Affiliate of a Lender and (iii) any other Person approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is
effected pursuant to Section 9.07, the Borrower, each such approval not to be unreasonably withheld or delayed, and (b) with respect to the Letter of Credit Facility, a Person that is approved by the Administrative Agent and, unless an
Event of Default has occurred and is continuing at the time any assignment is effected pursuant to Section 9.07, the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, that neither any Loan Party nor
any Affiliate of a Loan Party shall qualify as an Eligible Assignee under this definition. 
 “EMU
Legislation” means legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states. 

“Environmental Action” means any action, suit, demand, demand letter, claim, notice of
non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from
alleged injury or threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any
governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief. 
  

 9 







 “Environmental Law” means any Federal, state, local
or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials. 

“Environmental Permit” means any permit, approval, identification number, license or other
authorization required under any Environmental Law. 
 “Equity Interests” means, with
respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or
profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such
Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are authorized or otherwise existing on any date of determination. 

“Equivalent” in Dollars of any Committed Foreign Currency or other foreign currency on any date
means the equivalent in Dollars of such Committed Foreign Currency or other foreign currency determined by using the quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange Dollars for such Committed Foreign
Currency or other foreign currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement, and the
“Equivalent” in any Committed Foreign Currency or other foreign currency of Dollars means the equivalent in such Committed Foreign Currency or other foreign currency of Dollars determined by using the quoted spot rate at
which the Sub-Agent’s principal office in London offers to exchange such Committed Foreign Currency or other foreign currency for Dollars in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on
such date as is required pursuant to the terms of this Agreement. 
 “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the
controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414 of the Internal Revenue Code. 

“ERISA Event” means (a)(i) the occurrence of a reportable event, within the meaning of
Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within
the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) with respect to any Plan, the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances
described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a 

 

 10 







 
Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under
Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the
PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to
administer, such Plan. 
 “EURIBO Rate” means, for any Interest Period, the rate
appearing on Reuters Screen EURLIBOR Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, in each case providing rate quotations comparable to those currently provided on such page of such
service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in
Euro) at 11:00 a.m., London time, two Business Days before the commencement of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period or, if for any reason such rate is not available, the average
(rounded upward, if necessary, to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in Euro are offered by the principal office of each of the
Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency
Rate Advance comprising part of such Borrowing in Euros to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however, to the provisions of Section 2.07). 

“Euro” and “€” each means the lawful currency of the European Union
as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the EMU Legislation. 

“Eurocurrency Liabilities” has the meaning specified in Regulation D of the Board of
Governors of the Federal Reserve System, as in effect from time to time. 
 “Eurocurrency Lending
Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance or Assumption
Agreement pursuant to which it became a Lender Party (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the
Administrative Agent. 
 “Eurocurrency Rate” means, for any Interest Period for all
Eurocurrency Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a)(i) in the case of any Revolving Credit Advance denominated in Dollars or any Committed Foreign
Currency other than Euro, the rate per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100 of 1% per annum) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for
deposits in Dollars or the applicable Committed Foreign Currency at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period or, if for any reason such rate is not available,
and subject to the provisions of Section 2.07, the average (rounded upward, if necessary, to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars or
the applicable Committed Foreign Currency is offered by the principal office of each of the 
  

 11 







 
Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount
substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period (or, if such Reference Bank shall not have such a Eurocurrency Rate Advance, U.S. $1,000,000)
and for a period equal to such Interest Period or (ii) in the case of any Revolving Credit Advance denominated in Euro, the EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest
Period. 
 “Eurocurrency Rate Advance” means an Advance denominated in Dollars or a
Committed Foreign Currency that bears interest as provided in Section 2.07(a)(ii). 

“Eurocurrency Rate Reserve Percentage” means, for any Interest Period for all Eurocurrency Rate
Advances comprising part of the same Borrowing, the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or
any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances is determined) having a term
equal to such Interest Period. 
 “Events of Default” has the meaning specified in
Section 6.01. 
 “Excess Canada Value” shall have the meaning specified in the
definition of “Total Unencumbered Asset Value”. 
 “Excess Redevelopment and Development
Value” shall have the meaning specified in the definition of “Total Unencumbered Asset Value”. 

“Excluded Subsidiary” at any time means (a) any direct or indirect Subsidiary of the Borrower
that is unable to guaranty the Obligations of the Loan Parties under the Loan Documents at such time because (i) it is party to one or more Excluded Subsidiary Agreements that prohibit such Excluded Subsidiary from entering into the Guaranty
set forth in Article VII or a Guaranty Supplement or (ii) entering into the Guaranty set forth in Article VII or a Guaranty Supplement would cause a default under an Excluded Subsidiary Agreement, (b) any direct or indirect Subsidiary
of the Borrower listed on Part B of Schedule 4.01(y) on the Effective Date or hereafter designated as an “Excluded Subsidiary” by Borrower and approved by the Administrative Agent and the Required Lenders, in their sole discretion, and
(c) any Foreign Subsidiary. 
 “Excluded Subsidiary Agreement” for each Excluded
Subsidiary means any agreement set forth opposite the name of such Excluded Subsidiary on Schedule 4.01(y) hereto (as such Schedule may be supplemented from time to time pursuant to Sections 5.01(j)(i) and 5.01(j)(ii)) and any agreement pursuant to
which such Excluded Subsidiary (or a Subsidiary related thereto) incurs Refinancing Debt with regard to the Debt, if any, incurred pursuant to such Excluded Subsidiary Agreement. 

“Existing Credit Agreement” means that certain Revolving Credit Agreement, dated as of
November 3, 2004, by and among the Borrower, CNAI, as administrative agent, the financial 
  

 12 







 
institutions party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, Bank of America, N.A., KeyBank and Royal Bank of Canada, as the co-documentation
agents, and CGMI and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the arrangers, as amended. 

“Existing Debt” means Debt of each Loan Party and its Subsidiaries outstanding immediately before
the Effective Date. 
 “Existing Letters of Credit” means the letters of credit and bank
guarantees listed on Schedule III hereto issued under the Existing Credit Agreement. 

“Facility” means the U.S. Dollar Revolving Credit Facility, the Multicurrency Revolving
Credit Facility, the Swing Line Facility or the Letter of Credit Facility. 
 “Facility
Exposure” means, at any date of determination, the sum of the aggregate principal amount of all outstanding Advances and the Available Amount under all outstanding Letters of Credit. 

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each
day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for
the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it. 
 “Fee
Letter” means the fee letter dated August 31, 2007 between the Borrower and CGMI, as the same may be amended from time to time. 

“First Extension Date” has the meaning specified in Section 2.16. 

“Fiscal Year” means a fiscal year of the Parent Guarantor and its Consolidated Subsidiaries ending
on December 31 in any calendar year. 
 “Fixed Charge Coverage Ratio” means, at any
date of determination, the ratio of (a) (i) Adjusted EBITDA, to (b) the product of (i) four times (ii) the sum of (A) interest (including capitalized interest) payable in cash on, and amortization of debt
discount in respect of, all Debt for Borrowed Money plus (B) scheduled amortization of principal amounts of all Debt for Borrowed Money payable (not including balloon maturity amounts) plus (C) all cash dividends payable on
any Preferred Interests (which, for the avoidance of doubt, shall include Preferred Interests structured as trust preferred securities), in each case, of or by the Parent Guarantor and its Subsidiaries for the fiscal quarter of the Parent Guarantor
most recently ended for which financial statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, determined on a Consolidated basis for such period. 

“Foreign Lender” has the meaning specified in Section 2.12(e). 

“Foreign Subsidiary” means any Subsidiary of the Borrower (a) that is not incorporated or
organized under the laws of any State of the United States or the District of Columbia, and (b) the principal assets, if any, of which are not located in the United States. 

 

 13 







 “Fund Affiliate” means, with respect to any Lender
that is a fund that invests in bank loans, any other fund that invests in bank loans and is administered or managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. 

“Funds From Operations” means net income (or loss) (computed in accordance with GAAP), excluding
gains (or losses) from sales of property and extraordinary and unusual items, plus depreciation and amortization, and after adjustments for unconsolidated Joint Ventures. Adjustments for unconsolidated Joint Ventures will be calculated to
reflect funds from operations on the same basis. 
 “Fusepoint Asset” means the Asset
commonly known as the Fusepoint Data Center, located at 6800 Millcreek Drive, Mississauga, Ontario, Canada. 

“Fusepoint Owner” means the Subsidiary of the Borrower that holds fee title to the Fusepoint
Asset. 
 “GAAP” has the meaning specified in Section 1.03. 

“Good Faith Contest” means the contest of an item as to which: (a) such item is contested in
good faith, by appropriate proceedings, (b) reserves that are adequate are established with respect to such contested item in accordance with GAAP and (c) the failure to pay or comply with such contested item during the period of such
contest is not reasonably likely to result in a Material Adverse Effect. 
 “Guaranteed Hedge
Agreement” means any Hedge Agreement required or not prohibited under Article V that is entered into by and between any Loan Party and any Hedge Bank. 

“Guaranteed Obligations” has the meaning specified in Section 7.01. 

“Guarantors” means the Parent Guarantor and the Subsidiary Guarantors. 

“Guaranty” means the Guaranty by the Guarantors pursuant to Article VII, together with any
and all Guaranty Supplements required to be delivered pursuant to Section 5.01(j). 
 “Guaranty
Supplement” means a supplement entered into by an Additional Guarantor in substantially the form of Exhibit C hereto. 

“Hazardous Materials” means (a) petroleum or petroleum products, by-products or breakdown
products, radioactive materials, friable or damaged asbestos-containing materials, polychlorinated biphenyls, radon gas and toxic mold and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law. 
 “Hedge Agreements”
means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements. 

“Hedge Bank” means any Lender Party or an Affiliate of a Lender Party in its capacity as a party
to a Guaranteed Hedge Agreement. 
  

 14 







 “Increase Date” has the meaning specified in
Section 2.18(a). 
 “Increased Multicurrency Commitment Amount” has the meaning
specified in Section 2.18(b). 
 “Increased U.S. Dollar Commitment Amount” has
the meaning specified in Section 2.18(b). 
 “Increasing Lender” has the meaning
specified in Section 2.18(b). 
 “Indemnified Costs” has the meaning specified in
Section 8.05(a). 
 “Indemnified Party” has the meaning specified in
Section 7.06(a). 
 “Information Memorandum” means the information memorandum dated
July, 2007 used by the Arrangers in connection with the syndication of the Commitments. 
 “Initial
Extension of Credit” means the earlier to occur of the initial Borrowing and the initial issuance of a Letter of Credit hereunder. 

“Initial Issuing Bank” has the meaning specified in the recital of parties to this Agreement.

 “Initial Lenders” has the meaning specified in the recital of parties to this
Agreement. 
 “Insufficiency” means, with respect to any Plan, the amount, if any, of its
unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, but utilizing the actuarial assumptions used in such Plan’s most recent valuation report. 

“Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same Borrowing,
the period commencing on the date of such Eurocurrency Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the
provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be one, two, three or six months, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 Noon (New York City time) on the third Business Day prior to the first day of such Interest
Period, select; provided, however, that: 
 (a) the Borrower may not select any Interest Period with
respect to any Eurocurrency Rate Advance that ends after the Termination Date; 
 (b) Interest Periods commencing
on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing shall be of the same duration; 

(c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding Business Day; provided, however, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of
such Interest Period shall occur on the next preceding Business Day; and 
  

 15 







 (d) whenever the first day of any Interest Period occurs on a day of an
initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end
on the last Business Day of such succeeding calendar month. 
 “Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 

“Investment” in any Person means any loan or advance to such Person, any purchase or other
acquisition of any Equity Interests or Debt or the assets comprising a division or business unit or a substantial part or all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such
Person, including, without limitation, any acquisition by way of a merger or consolidation and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (i) or (j) of the definition of
“Debt” in respect of such Person. 
 “Issuing Bank” means a
U.S. Dollar Issuing Bank or a Multicurrency Issuing Bank, as applicable. 
 “Joint
Venture” means any joint venture (a) in which the Parent Guarantor or any of its Subsidiaries holds any Equity Interest, (b) that is not a Subsidiary of the Parent Guarantor or any of its Subsidiaries and (c) the accounts
of which would not appear on the Consolidated financial statements of the Parent Guarantor. 
 “Joint
Venture Assets” means, with respect to any Joint Venture at any time, the assets owned by such Joint Venture at such time. 

“JV Pro Rata Share” means, with respect to any Joint Venture at any time, the fraction, expressed
as a percentage, obtained by dividing (a) the total book value of all Equity Interests in such Joint Venture held by the Parent Guarantor and any of its Subsidiaries by (b) the total book value of all outstanding Equity Interests in such
Joint Venture at such time. 
 “KeyBank” has the meaning specified in the recital of
parties to this Agreement. 
 “L/C Account Collateral” has the meaning specified in
Section 2.17(a). 
 “L/C Cash Collateral Account” means the account of the Borrower
to be maintained with the Administrative Agent, in the name of the Administrative Agent and under the sole control and dominion of the Administrative Agent and subject to the terms of this Agreement. 

“L/C Related Documents” has the meaning specified in Section 2.04(c)(ii)(A). 

“Lender Party” means any Lender, the Swing Line Bank or any Issuing Bank. 

“Lenders” means the Initial Lenders, each Assuming Lender that shall become a party hereto
pursuant to Section 2.18 and each Person that shall become a Lender hereunder pursuant to Section 9.07 for so long as such Initial Lender or Person, as the case may be, shall be a party to this Agreement. 

 

 16 







 “Letter of Credit Advance” means an advance made by
any Issuing Bank or any Lender pursuant to Section 2.03(c). 
 “Letter of Credit
Agreement” has the meaning specified in Section 2.03(a). 
 “Letter of Credit
Commitment” means, with respect to any Issuing Bank at any time, the amount set forth opposite such Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if such Issuing Bank
has entered into one or more Assignment and Acceptances, set forth for such Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Issuing Bank’s “Letter of Credit Commitment”, as
such amount may be reduced at or prior to such time pursuant to Section 2.05. 
 “Letter of
Credit Facility” means, collectively, the U.S. Dollar Letter of Credit Facility and the Multicurrency Letter of Credit Facility. 

“Letters of Credit” means the U.S. Dollar Letters of Credit and the Multicurrency Letters of
Credit. 
 “Leverage Ratio” means, at any date of determination, the ratio, expressed as
a percentage, of (a) Consolidated Debt of the Parent Guarantor and its Subsidiaries to (b) Total Asset Value, in each case as at the end of the most recently ended fiscal quarter of the Parent Guarantor for which financial statements are
required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be. 

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other
type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property. 

“Limited Subsidiary” has the meaning specified in Section 5.01(j)(ii). 

“Loan Documents” means (a) this Agreement, (b) the Notes, (c) the Fee Letter,
(d) each Letter of Credit Agreement, (e) each Guaranty Supplement and (f) each Guaranteed Hedge Agreement, in each case, as amended. 

“Loan Parties” means the Borrower and the Guarantors. 

“Margin Stock” has the meaning specified in Regulation U. 

“Material Adverse Change” means any material adverse change in the business, condition (financial
or otherwise), results of operations or prospects of the Borrower or the Borrower and its Subsidiaries, taken as a whole. 

“Material Adverse Effect” means a material adverse effect on (a) the business, condition
(financial or otherwise), operations or prospects of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender Party under any Loan Document or (c) the ability of any Loan
Party to perform its Obligations under any Loan Document to which it is or is to be a party. 
  

 17 







 “Material Contract” means each contract to which the
Borrower or any of its Subsidiaries is a party involving aggregate consideration payable to or by the Borrower or such Subsidiary in an amount of $20,000,000 or more per annum or otherwise material to the business, condition (financial or
otherwise), operations or prospects of the Borrower and its Subsidiaries, taken as a whole; provided, however, that none of the loan documents pertaining to the Debt identified on Schedule 4.01(d) shall constitute a Material Contract until 60
days after the Closing Date. 
 “Material Debt” means Debt of any Loan Party or any
Subsidiary of a Loan Party that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of $30,000,000 (or the Equivalent thereof in any foreign currency) or more, either individually or in the aggregate; in
each case (a) whether the primary obligation of one or more of the Loan Parties or their respective Subsidiaries, (b) whether the subject of one or more separate debt instruments or agreements, and (c) exclusive of Debt outstanding
under this Agreement; provided, however, that the Debt identified on Schedule 4.01(d) shall not constitute Material Debt until 60 days after the Closing Date. 

“Moody’s” means Moody’s Investors Services, Inc. and any successor thereto. 

“Multicurrency Commitment Increase” has the meaning specified in Section 2.18(a). 

“Multicurrency Issuing Bank” means the Initial Issuing Bank (or any Affiliate thereof) and any
other Lender approved as a Multicurrency Issuing Bank by the Administrative Agent and the Borrower and any Eligible Assignee to which a Multicurrency Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as
each such Lender or each such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Multicurrency Issuing Bank and notifies the
Administrative Agent of its Applicable Lending Office and the amount of its Multicurrency Letter of Credit Commitment (which information shall be recorded by the Administrative Agent in the Register) for so long as such Initial Issuing Bank, Lender
or Eligible Assignee, as the case may be, shall have a Multicurrency Letter of Credit Commitment. 

“Multicurrency Letter of Credit Commitment” means, with respect to any Multicurrency Issuing Bank
at any time, the amount set forth opposite such Multicurrency Issuing Bank’s name on Schedule I hereto under the caption “Multicurrency Letter of Credit Commitment” or, if such Multicurrency Issuing Bank has entered into one or
more Assignment and Acceptances, set forth for such Multicurrency Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Multicurrency Issuing Bank’s “Multicurrency Letter of Credit
Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05. 

“Multicurrency Letter of Credit Facility” means, at any time, an amount equal to the lesser of
(a) the aggregate amount of the Multicurrency Issuing Banks’ Letter of Credit Commitments at such time, and (b) $100,000,000 (or the Equivalent thereof in any Committed Foreign Currency), as such amount may be reduced at or prior to
such time pursuant to Section 2.05. 
 “Multicurrency Letters of Credit” has the
meaning specified in Section 2.01(b). 
 “Multicurrency Purchasing Lender” has the
meaning specified in Section 2.18(f). 
  

 18 







 “Multicurrency Revolving Credit Advance” has the
meaning specified in Section 2.01(a)(ii). 
 “Multicurrency Revolving Credit
Commitment” means, (a) with respect to any Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Multicurrency Revolving Credit Commitment” or (b) if such
Lender has entered into one or more Assignment and Acceptances or Assumption Agreements, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Multicurrency
Revolving Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05 or increased pursuant to Section 2.18. 

“Multicurrency Revolving Credit Facility” means, at any time, the aggregate amount of the
Lenders’ Multicurrency Revolving Credit Commitments at such time. 
 “Multicurrency Revolving
Credit Pro Rata Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Multicurrency Revolving Credit Commitment
at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Multicurrency Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is
the Multicurrency Revolving Credit Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Multicurrency Revolving Credit Facility as in effect immediately prior to such termination).

 “Multicurrency Revolving Lender” means any Person that is a Lender hereunder in
respect of the Multicurrency Revolving Credit Facility in its capacity as a Lender in respect of such Facility. 

“Multicurrency Selling Lender” has the meaning specified in Section 2.18(f). 

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA,
to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions. 

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of
ERISA, in which (a) any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates are contributing sponsors or (b) any Loan Party or any ERISA Affiliate and at least one Person other
than the Loan Parties and the ERISA Affiliates were previously contributing sponsors if such Loan Party or ERISA Affiliate could reasonably be expected to have liability under Section 4064 or 4069 of ERISA in the event such plan has been or
were to be terminated. 
 “Negative Pledge” means, with respect to any asset, any
provision of a document, instrument or agreement (other than a Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Obligations under or in respect of the Loan Documents.

 “Net Asset Sale Proceeds” has the meaning specified in Section 5.02(e).

 “Net Operating Income” means (a) with respect to any Asset other than a Joint
Venture Asset, (i) the total rental revenue and other income from the operation of such Asset for the fiscal 
  

 19 







 
quarter of the Parent Guarantor most recently ended for which financial statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be,
minus (ii) all expenses and other proper charges incurred by the applicable Loan Party or Subsidiary in connection with the operation and maintenance of such Asset during such fiscal period, including, without limitation, management
fees, repairs, real estate and chattel taxes and bad debt expenses, but before payment or provision for debt service charges, income taxes and depreciation, amortization and other non-cash expenses, all as determined in accordance with GAAP, and
(b) with respect to any Joint Venture Asset, (i) the JV Pro Rata Share of the total rental revenue and other income from the operation of such Asset for the fiscal quarter of the Parent Guarantor most recently ended for which financial
statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, minus (ii) the JV Pro Rata Share of all expenses and other proper charges incurred by the applicable Joint Venture
in connection with the operation and maintenance of such Asset during such fiscal period, including, without limitation, management fees, repairs, real estate and chattel taxes and bad debt expenses, but before payment or provision for debt service
charges, income taxes and depreciation, amortization and other non-cash expenses, all as determined in accordance with GAAP, provided that in each case there shall be no rent leveling adjustments made (and only actual cash rents will be used)
when computing Net Operating Income. 
 “Non-Consenting Lender” has the meaning specified
in Section 9.01(b). 
 “Non-Recourse Debt” means Debt for Borrowed Money with
respect to which recourse for payment is limited to (a) any building(s) or parcel(s) of real property or any related assets encumbered by a Lien securing such Debt for Borrowed Money and/or (b) the general credit of the Property-Level
Subsidiary that has incurred or guaranteed such Debt for Borrowed Money and/or the Equity Interests therein and/or the general credit of the immediate parent entity of such Property-Level Subsidiary provided that such parent entity’s assets
consist solely of Equity Interests in one or more Property-Level Subsidiaries or immediate parent entities thereof, it being understood that the instruments governing such Debt may include customary carve-outs to such limited recourse (any such
customary carve-outs or agreements limited to such customary carve-outs, being a “Customary Carve-Out Agreement”) such as, for example, personal recourse to the Parent Guarantor or any Subsidiary of the Parent Guarantor for
fraud, willful misrepresentation, misapplication or misappropriation of cash, waste, environmental claims, damage to properties, non-payment of taxes or other liens despite the existence of sufficient cash flow, interference with the enforcement of
loan documents upon maturity or acceleration, violation of loan document prohibitions against voluntary or involuntary bankruptcy filings, transfer of properties or ownership interests therein and liabilities and other circumstances customarily
excluded at the time of the incurrence of such Debt by lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate. Any Debt for Borrowed Money that would otherwise qualify as
Non-Recourse Debt under this definition shall not fail to qualify as Non-Recourse Debt solely by reason of any recourse guaranty of such Debt by the Parent Guarantor or any of its Subsidiaries, so long as such recourse guaranty is permitted pursuant
to Section 5.02(b)(iii)(C) (including the proviso therein). 
 “Note” means a
promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Credit Advances, Swing Line
Advances and Letter of Credit Advances made by such Lender. 
 “Notice” has the meaning
specified in Section 9.02(c). 
  

 20 







 “Notice of Borrowing” has the meaning specified in
Section 2.02(a). 
 “Notice of Issuance” has the meaning specified in
Section 2.03(a). 
 “Notice of Renewal” has the meaning specified in
Section 2.01(b). 
 “Notice of Swing Line Borrowing” has the meaning specified in
Section 2.02(b). 
 “Notice of Termination” has the meaning specified in
Section 2.01(b). 
 “NPL” means the National Priorities List under CERCLA.

 “Obligation” means, with respect to any Person, any payment, performance or other
obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01(f). Without limiting the generality of
the foregoing, the Obligations of any Loan Party under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and
other amounts payable by such Loan Party under any Loan Document and (b) the obligation of such Loan Party to reimburse any amount in respect of any of the foregoing that any Lender Party, in its sole discretion, may elect to pay or advance on
behalf of such Loan Party. 
 “OECD” means the Organization for Economic Cooperation and
Development. 
 “Office Asset” means Real Property (other than any Joint Venture Asset)
that operates or is intended to operate as a telecommunications infrastructure building, information technology infrastructure building, technology manufacturing building or technology office/corporate headquarter building, in each case, as more
particularly described in the Information Memorandum. 
 “Other Taxes” has the meaning
specified in Section 2.12(b). 
 “Parent
Guarantor” has the meaning specified in the recital of parties to this Agreement. 

“Patriot Act” has the meaning specified in Section 9.11. 

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor). 

“Permitted Liens” means such of the following as to which no enforcement, collection, execution,
levy or foreclosure proceeding shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies not yet delinquent or which are the subject of a Good Faith Contest; (b) Liens imposed by law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than 30 days
and (ii) individually or together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate unless, in the case of (i) or (ii) above, such
liens are the subject of a Good Faith Contest; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or 

 

 21 







 
statutory obligations; (d) covenants, conditions and restrictions, easements, zoning restrictions, rights of way and other encumbrances on title to real property that do not render title to
the property encumbered thereby unmarketable or materially adversely affect the use or value of such property for its present purposes; (e) Tenancy Leases and other interests of lessees and lessors under leases or real or personal property made
in the ordinary course of business that do not materially and adversely affect the use of the Real Property encumbered thereby for its intended purpose or the value thereof; (f) any attachment or judgment Liens not resulting in an Event of
Default under Section 6.01(g); and (g) Liens in favor of any Secured Party pursuant to any Loan Document. 

“Person” means an individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. 

“Plan” means a Single Employer Plan or a Multiple Employer Plan. 

“Platform” has the meaning specified in Section 9.02(b). 

“Post Petition Interest” has the meaning specified in Section 7.07(c). 

“Preferred Interests” means, with respect to any Person, Equity Interests issued by such Person
that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation. 

“Primary Currency” has the meaning specified in Section 9.14(c). 

“Property-Level Subsidiary” means any Subsidiary of the Borrower or any Joint Venture that holds a
direct fee or leasehold interest in any single building (or group of related buildings, including, without limitation, buildings pooled for purposes of a Non-Recourse Debt financing) or parcel (or group of related parcels, including, without
limitation, parcels pooled for purposes of a Non-Recourse Debt financing) of real property and related assets and not in any other building or parcel of real property. 

“Proposed Unencumbered Asset” has the meaning specified in Section 5.01(j)(iii). 

“Pro Rata Share” of any amount means, with respect to any Lender at any time, the product of such
amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Revolving
Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the Revolving Credit Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Revolving
Credit Facility as in effect immediately prior to such termination). 
 “Qualifying Ground
Lease” means a lease of Real Property containing the following terms and conditions: (a) a remaining term (including any unexercised extension options as to which there are no conditions precedent to exercise thereof other than the
giving of a notice of exercise) of 30 years or more from the Closing Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give
the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be 

 

 22 







 
terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such
lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of a leasehold estate demised pursuant to a ground lease. 

“Real Property” means all right, title and interest of the Borrower and each of its Subsidiaries
in and to any land and any improvements located thereon, together with all equipment, furniture, materials, supplies and personal property in which such Person has an interest now or hereafter located on or used in connection with such land and
improvements, and all appurtenances, additions, improvements, renewals, substitutions and replacements thereof now or hereafter acquired by such Person, in each case to the extent of such Person’s interest therein. 

“Reclassification Date” means, with respect to any Redevelopment Asset, the date on which each of
the following shall have occurred: (a) the Borrower shall have given notice to the Administrative Agent that it desires to reclassify such Asset as an Office Asset for purposes of this Agreement; (b) the Borrower shall have re-satisfied
the conditions set forth in clauses (2) and (3) of Section 5.01(j)(iii)(A) with respect to such Asset and (c) the Administrative Agent or the Required Lenders shall have approved such reclassification (which approval shall not be
unreasonably withheld). 
 “Recourse Debt” means Consolidated Debt of the Parent
Guarantor and its Subsidiaries (whether or not secured by any Liens) for which the Parent Guarantor, the Borrower or any of their respective Subsidiaries has personal or recourse liability in whole or in part, exclusive of any such Debt for which
such personal or recourse liability is limited to obligations under Customary Carve-Out Agreements. 

“Redeemable” means, with respect to any Equity Interest, any Debt or any other right or
Obligation, any such Equity Interest, Debt, right or Obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition
not solely within the control of the issuer or (b) is redeemable at the option of the holder. 

“Redevelopment Asset” means an Office Asset (a) designated by the Borrower in a notice to the
Administrative Agent as a “Redevelopment Asset”, (b) which either (i) has been acquired by the Borrower or any of its Subsidiaries with a view toward renovating or rehabilitating such Asset at an aggregate anticipated cost in
excess of 10% of the acquisition cost thereof, or (ii) the Borrower or a Subsidiary thereof intends to renovate or rehabilitate at an aggregate anticipated cost in excess of 10% of the Capitalized Value of such Asset, and (c) that does not
qualify as a “Development Asset” by reason of, among other things, the redevelopment plan for such Asset not including a total demolition of the existing building(s) and improvements. Each Redevelopment Asset shall continue to be
classified as a Redevelopment Asset hereunder until the applicable Reclassification Date for such Asset, upon and after which such Asset shall be classified as an Office Asset hereunder. 

“Reference Banks” means Citibank, N.A., Bank of America, N.A. and KeyBank National Association.

 “Refinancing Debt” means, with respect to any Debt, any Debt extending the maturity
of, or refunding or refinancing, in whole or in part, such Debt, provided that (a) the terms of any Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, do not provide for any Lien on
any Unencumbered Assets and are otherwise not 
  

 23 







 
prohibited by the Loan Documents, (b) the principal (or committed) amount of such Debt shall not be increased above the principal (or committed) amount thereof outstanding immediately prior
to such extension, refunding or refinancing plus the amount of any applicable premium and all fees and expenses, and the direct and contingent obligors therefor shall not be changed (other than to include new and/or additional Excluded Subsidiaries
as obligors), as a result of or in connection with such extension, refunding or refinancing and (c) the provisions relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material
provisions taken as a whole, of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are on then current market terms, and (d) the interest rate applicable to any such Refinancing
Debt does not exceed the then applicable market interest rate. 
 “Register” has the
meaning specified in Section 9.07(d). 
 “Regulation U” means Regulation U of
the Board of Governors of the Federal Reserve System, as in effect from time to time. 

“REIT” means a Person that is qualified to be treated for tax purposes as a real estate investment
trust under Sections 856-860 of the Internal Revenue Code. 
 “Replacement Lender” has
the meaning specified in Section 9.01(b). 
 “Required Lenders” means, at any time,
Lenders owed or holding greater than 50% of the sum of (a) the aggregate principal amount (expressed in Dollars and including the Equivalent in Dollars at such time of any amounts denominated in a Committed Foreign Currency) of the Advances
outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time and (c) the aggregate Unused Revolving Credit Commitments at such time. For purposes of this definition, the aggregate principal
amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to any Issuing Bank and the Available Amount of each Letter of Credit shall be considered to be owed to the U.S. Dollar Revolving Lenders ratably
in accordance with their respective U.S. Dollar Revolving Credit Commitments. 
 “Responsible
Officer” means any executive officer (including a vice president) of, or any executive officer (including a vice president) of any general partner or managing member or manager of, any Loan Party or any of its Subsidiaries. 

“Revolving Credit Advance” means a U.S. Dollar Revolving Credit Advance or a Multicurrency
Revolving Credit Advance. 
 “Revolving Credit Borrowing Minimum” means, in respect of
Revolving Credit Advances denominated in Dollars, $2,500,000, in respect of Revolving Credit Advances denominated in Sterling, £500,000, in respect of Revolving Credit Advances denominated in Euros, €500,000, in respect of Revolving
Credit Advances denominated in Canadian Dollars, CDN$500,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF500,000. 

“Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit Advances denominated
in Dollars, $500,000, in respect of Revolving Credit Advances denominated in Sterling, £250,000, in respect of Revolving Credit Advances denominated in Euros, €250,000, in respect of Revolving Credit Advances denominated in Canadian
Dollars, CDN$250,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF250,000. 
  

 24 







 “Revolving Credit Commitment” means, with respect to
any Lender, the sum of such Lender’s Multicurrency Revolving Credit Commitment and such Lender’s U.S. Dollar Revolving Credit Commitment and “Revolving Credit Commitments” means the aggregate principal amount
of the Revolving Credit Commitments of all the Lenders, the maximum amount of which shall be $650,000,000, as increased from time to time pursuant to Section 2.18 or as reduced from time to time pursuant to Section 2.05. 

“Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’
Revolving Credit Commitments at such time. 
 “Revolving Credit Reduction Minimum” means,
in respect of Revolving Credit Advances denominated in Dollars, $1,000,000, in respect of Revolving Credit Advances denominated in Sterling, £500,000, in respect of Revolving Credit Advances denominated in Euros, €500,000, in respect of
Revolving Credit Advances denominated in Canadian Dollars, CDN$500,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF500,000. 

“Revolving Credit Reduction Multiple” means, in respect of Revolving Credit Advances denominated
in Dollars, $250,000, in respect of Revolving Credit Advances denominated in Sterling, £250,000 and, in respect of Revolving Credit Advances denominated in Euros, €250,000, in respect of Revolving Credit Advances denominated in Canadian
Dollars, CDN$250,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF250,000. 

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc. and any successor thereto. 
 “Sarbanes-Oxley” means the Sarbanes-Oxley
Act of 2002, as amended. 
 “Second Extension Date” has the meaning specified in
Section 2.16. 
 “Secured Debt Leverage Ratio” means, at any date of determination,
the ratio, expressed as a percentage, of (a) Consolidated secured Debt of the Parent Guarantor and its Subsidiaries to (b) Total Asset Value, in each case as at the end of the most recently ended fiscal quarter of the Parent Guarantor for
which financial statements are required to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as the case may be. 

“Secured Parties” means the Administrative Agent, the Lender Parties and the Hedge Banks.

 “Securities Act” means the Securities Act of 1933, as amended to the date hereof and
from time to time hereafter, and any successor statute. 
 “Securities Exchange Act”
means the Securities Exchange Act of 1934, as amended to the date hereof and from time to time hereafter, and any successor statute. 

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of
ERISA, in which (a) any Loan Party or any ERISA Affiliate and no Person other than the Loan 
  

 25 







 
Parties and the ERISA Affiliates is a contributing sponsor or (b) any Loan Party or any ERISA Affiliate, and no Person other than the Loan Parties and the ERISA Affiliates, is a contributing
sponsor if such Loan Party or ERISA Affiliate could reasonably be expected to have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. 

“Sub-Agent” means Citibank International plc. 

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the
fair value of the property of such Person, on a going-concern basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of
such Person, on a going-concern basis, is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at
such time (including, without limitation, after taking into account appropriate discount factors for the present value of future contingent liabilities), represents the amount that can reasonably be expected to become an actual or matured liability.

 “Standby Letter of Credit” means any Letter of Credit issued under the Letter of
Credit Facility, other than a Trade Letter of Credit or a Bank Guarantee. 
 “Sterling”
and “£” each means lawful currency of the United Kingdom of Great Britain and Northern Ireland. 

“Subordinated Obligations” has the meaning specified in Section 7.07(a). 

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability
company, trust or estate (i) of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at
the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited
liability company or (c) the beneficial interest in such trust or estate, in each case, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such
Person’s other Subsidiaries, or (ii) the accounts of which would appear on the Consolidated financial statements of such Person in accordance with GAAP. 

“Subsidiary Guarantor” has the meaning specified in the recital of parties to this Agreement.

 “Surviving Debt” means Debt of each Loan Party and its Subsidiaries outstanding
immediately after the Effective Date. 
 “Swing Line Advance” means an advance made by
(a) the Swing Line Bank pursuant to Section 2.01(c) or (b) any Lender pursuant to Section 2.02(b). 
  

 26 







 “Swing Line Bank” means CNAI, in its capacity as the
Lender of Swing Line Advances, and its successors and permitted assigns in such capacity. 
 “Swing
Line Borrowing” means a borrowing consisting of a Swing Line Advance made by the Swing Line Bank pursuant to Section 2.01(c) or the Lenders pursuant to Section 2.02(b). 

“Swing Line Commitment” means, with respect to the Swing Line Bank, the amount of the Swing Line
Facility set forth in Section 2.01(b), as such amount may be reduced at or prior to such time pursuant to Section 2.05. 

“Swing Line Facility” has the meaning specified in Section 2.01(c). 

“Swiss Francs” and “CHF” each means lawful currency of the Swiss
Federation. 
 “Taxes” has the meaning specified in Section 2.12(a). 

“Tenancy Leases” means operating leases, subleases, licenses, occupancy agreements and
rights-of-use entered into by the Borrower or any of its Subsidiaries in its capacity as a lessor or a similar capacity in the ordinary course of business that do not materially and adversely affect the use of the Real Property encumbered thereby
for its intended purpose. 
 “Termination Date” means the earlier of (a) August 31,
2010, subject to any extension thereof pursuant to Section 2.16, and (b) the date of termination in whole of the Revolving Credit Commitments, the Letter of Credit Commitments and the Swing Line Commitment pursuant to Section 2.05 or
6.01. 
 “Total Asset Value” means, on any date of determination, (a) the sum of the
Asset Values for all Assets at such date, plus (b) all unrestricted cash and Cash Equivalents on hand of the Parent Guarantor and its Subsidiaries. 

“Total Unencumbered Asset Value” means an amount equal to the sum of the Asset Values of all
Unencumbered Assets; provided, however, that, if at any time (a) there shall be fewer than three Unencumbered Assets, (b) the sum of the Asset Values of all Unencumbered Assets shall not be equal to or greater than $115,000,000 or
(c) the weighted average occupancy of all Unencumbered Assets (other than Development Assets and Redevelopment Assets) shall not be greater than or equal to 80%, the Total Unencumbered Asset Value shall be zero; and provided further that
if the sum of the Asset Values of all Unencumbered Assets located in Canada shall exceed 15% of the Total Unencumbered Asset Value, then Total Unencumbered Asset Value shall be reduced by the amount of such excess (“Excess Canada
Value”) other than for purposes of calculating compliance with the financial covenant set forth in Section 5.04(b)(i), with respect to which such reduction shall not apply; and provided still further that if the sum of the
Asset Values of all Unencumbered Assets comprised of Redevelopment Assets and Development Assets (provided that the portion of such combined total sum arising from Unencumbered Assets comprised of Development Assets shall not exceed 10% of
the Total Unencumbered Asset Value) shall exceed 33% of the Total Unencumbered Asset Value, then Total Unencumbered Asset Value shall be reduced by the amount of such excess (“Excess Redevelopment and Development Value”).

 “Trade Letter of Credit” means any Letter of Credit that is issued under the Letter of
Credit Facility for the benefit of a supplier of inventory to the Borrower or any of its Subsidiaries to effect payment for such Inventory. 
  

 27 







 “Transfer” has the meaning specified in
Section 5.02(e). 
 “Type” refers to the distinction between Advances bearing
interest at the Base Rate and Advances bearing interest at the Eurocurrency Rate. 

“UCC” means the Uniform Commercial Code as in effect, from time to time, in the State of New York,
provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest under any Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

 “Unencumbered Asset Conditions” means, with respect to any Proposed Unencumbered
Asset, that such Proposed Unencumbered Asset (a) is an Office Asset, Redevelopment Asset or Development Asset located in the United States of America or Canada, (b) is owned in fee simple absolute or subject to a Qualifying Ground Lease,
(c) except in the case of a Redevelopment Asset or a Development Asset, is income-producing, (d) is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including
a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (e) except in the case of any non-income producing Redevelopment Asset or
Development Asset, is operated by a property manager reasonably acceptable to the Administrative Agent, (f) is not subject to mezzanine Debt financing, (g) is not subject to any Lien (other than Permitted Liens) or any Negative Pledge,
(h) to the extent owned by a Loan Party that is a Subsidiary of the Borrower, none of the Borrower’s direct or indirect Equity Interests in such Subsidiary owner is subject to any Lien (other than Permitted Liens) or any Negative Pledge,
(i) is an Asset with respect to which the Borrower directly, or indirectly through such Subsidiary owner, has the right to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Asset
as security for the Obligations of the Loan Parties under or in respect of the Loan Documents, and (ii) to sell, transfer or otherwise dispose of such Asset and (j) is owned directly by the Borrower or a Guarantor. 

“Unencumbered Assets” means only those Office Assets, Redevelopment Assets and Development Assets
(a) for which the applicable conditions (as may be determined by the Administrative Agent in its sole discretion) in Section 3.01 and, if applicable, 5.01(j)(iii) have been satisfied and as the Administrative Agent or the Required Lenders,
in their sole discretion, shall from time to time elect to consider Unencumbered Assets for purposes of this Agreement, and (b) listed on Schedule II hereto (as supplemented from time to time pursuant to Section 5.01(j)(iii)). Without
limitation of the foregoing, no Redevelopment Asset or Development Asset shall qualify as an Unencumbered Asset without the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). 

“Unencumbered Assets Certificate” means a certificate in substantially the form of Exhibit E
hereto, duly certified by the Chief Financial Officer or other Responsible Officer of the Parent Guarantor. 

“Unencumbered Assets Debt Service Coverage Ratio” means, at any date of determination, the ratio
of (a) the aggregate Adjusted Net Operating Income for all Unencumbered Assets to (b) four times the actual interest expense of the Parent Guarantor and its Subsidiaries on all Unsecured Debt for the fiscal quarter of the Parent
Guarantor most recently ended for which financial statements are required to be delivered pursuant to Section 5.03(b) or (c), as the case may be. 
  

 28 







 “Unsecured Debt” means, at any date of
determination, the amount at such time of all Consolidated Debt of the Parent Guarantor and its Subsidiaries, including, without limitation, the Facility Exposure (as defined herein), but exclusive of (a) Debt secured by any Lien,
(b) guarantee obligations in respect of Debt secured by any Lien, and (c) guaranties by parent entities of the Recourse Debt of one or more of their respective Subsidiaries in an aggregate amount not greater than 5.0% of Total Asset Value.

 “Unused Fee” has the meaning specified in Section 2.08(a). 

“Unused Multicurrency Revolving Credit Commitment” means, with respect to any Lender with a
Multicurrency Revolving Credit Commitment at any time, (a) such Lender’s Multicurrency Revolving Credit Commitment at such time minus (b) the aggregate principal amount (denominated in Dollars (including, if applicable, the
Equivalent in Dollars of any amounts that are not Dollar denominated)) of all Multicurrency Revolving Credit Advances made by such Lender and outstanding at such time. 

“Unused Revolving Credit Commitment” means, with respect to any Lender at any time, the sum of
(a) such Lender’s Unused U.S. Dollar Revolving Credit Commitment at such time and (b) such Lender’s Unused Multicurrency Revolving Credit Commitment at such time. 

“Unused U.S. Dollar Revolving Credit Commitment” means, with respect to any Lender with a
U.S. Dollar Revolving Credit Commitment at any time, (a) such Lender’s U.S. Dollar Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all U.S. Dollar
Revolving Credit Advances, Swing Line Advances and Letter of Credit Advances made by such Lender (in its capacity as a Lender) and outstanding at such time plus (ii) such Lender’s U.S. Dollar Revolving Credit Pro Rata Share of
(A) the aggregate Available Amount of all Letters of Credit outstanding at such time, (B) the aggregate principal amount of all Letter of Credit Advances made by the Issuing Banks pursuant to Section 2.03(c) and outstanding at such
time and (C) the aggregate principal amount of all Swing Line Advances made by the Swing Line Bank pursuant to Section 2.01(c) and outstanding at such time. 

“U.S. Dollar Commitment Increase” has the meaning specified in Section 2.18(a). 

“U.S. Dollar Issuing Bank” means the Initial Issuing Bank and any other Lender approved as a
U.S. Dollar Issuing Bank by the Administrative Agent and the Borrower and any Eligible Assignee to which a U.S. Dollar Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as each such Lender or
each such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a U.S. Dollar Issuing Bank and notifies the Administrative
Agent of its Applicable Lending Office and the amount of its U.S. Dollar Letter of Credit Commitment (which information shall be recorded by the Administrative Agent in the Register) for so long as such Initial Issuing Bank, Lender or Eligible
Assignee, as the case may be, shall have a U.S. Dollar Letter of Credit Commitment. 
 “U.S.
Dollar Lender Party” means any U.S. Dollar Revolving Lender, the Swing Line Bank or any Issuing Bank. 
  

 29 







 “U.S. Dollar Letter of Credit Commitment” means,
with respect to any U.S. Dollar Issuing Bank at any time, the amount set forth opposite such U.S. Dollar Issuing Bank’s name on Schedule I hereto under the caption “U.S. Dollar Letter of Credit Commitment” or, if such
U.S. Dollar Issuing Bank has entered into one or more Assignment and Acceptances, set forth for such U.S. Dollar Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such U.S. Dollar
Issuing Bank’s “U.S. Dollar Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05. 

“U.S. Dollar Letter of Credit Facility” means, at any time, an amount equal to the lesser of
(a) the aggregate amount of the U.S. Dollar Issuing Banks’ Letter of Credit Commitments at such time, and (b) $100,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05. 

“U.S. Dollar Letters of Credit” has the meaning specified in Section 2.01(b). 

“U.S. Dollar Purchasing Lender” has the meaning specified in Section 2.18(e). 

“U.S. Dollar Revolving Credit Advance” has the meaning specified in Section 2.01(a)(i).

 “U.S. Dollar Revolving Credit Commitment” means, (a) with respect to any Lender
at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “U.S. Dollar Revolving Credit Commitment” or (b) if such Lender has entered into one or more Assignment and Acceptances or
Assumption Agreements, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “U.S. Dollar Revolving Credit Commitment”, as such amount may be reduced at or
prior to such time pursuant to Section 2.05 or increased pursuant to Section 2.18. 

“U.S. Dollar Revolving Credit Facility” means, at any time, the aggregate amount of the
Lenders’ U.S. Dollar Revolving Credit Commitments at such time. 
 “U.S. Dollar Revolving
Lender” means any Person that is a Lender hereunder in respect of the U.S. Dollar Revolving Credit Facility in its capacity as a Lender in respect of such Facility. 

“U.S. Dollar Revolving Credit Pro Rata Share” of any amount means, with respect to any Lender at
any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s U.S. Dollar Revolving Credit Commitment at such time (or, if the Commitments shall have been terminated pursuant to
Section 2.05 or 6.01, such Lender’s U.S. Dollar Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the U.S. Dollar Revolving Credit Facility at such time (or, if the
Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the U.S. Dollar Revolving Credit Facility as in effect immediately prior to such termination). 

“U.S. Dollar Selling Lender” has the meaning specified in Section 2.18(e). 

“Voting Interests” means shares of capital stock issued by a corporation, or equivalent Equity
Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency. 
  

 30 







 “Withdrawal Liability” has the meaning specified in
Part I of Subtitle E of Title IV of ERISA. 
 SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.
In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words
“to” and “until” each mean “to but excluding”. References in the Loan Documents to any agreement or contract “as amended” shall mean and be a reference to such
agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms. 

SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles consistent with those applied in the preparation of the financial statements of the Parent Guarantor referred to in Section 4.01(g) (“GAAP”). 

ARTICLE II 

AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT 

SECTION 2.01. The Advances and the Letters of Credit. (a) (i) The U.S. Revolving Credit Advances. Each Lender
with a U.S. Dollar Revolving Credit Commitment severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “U.S. Dollar Revolving Credit Advance”) in Dollars to the Borrower from time to
time on any Business Day during the period from the date hereof until the Termination Date in an amount for each such U.S. Dollar Revolving Credit Advance not to exceed such Lender’s Unused U.S. Dollar Revolving Credit Commitment at
such time. Each Borrowing shall be in an aggregate amount not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof and shall consist of U.S. Dollar Revolving Credit Advances in Dollars of
the same Type made simultaneously by the Lenders with U.S. Dollar Revolving Credit Commitments ratably according to their U.S. Dollar Revolving Credit Commitments. Within the limits of each Lender’s Unused U.S. Dollar Revolving
Credit Commitment in effect from time to time and prior to the Termination Date, the Borrower may borrow under this Section 2.01(a)(i), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(a)(i). 

(ii) The Multicurrency Revolving Credit Advances. Each Lender with a Multicurrency Revolving Credit Commitment severally agrees,
on the terms and conditions hereinafter set forth, to make advances (each a “Multicurrency Revolving Credit Advance”) in Dollars or in a Committed Foreign Currency to the Borrower from time to time on any Business Day during
the period from the date hereof until the Termination Date (A) in an amount for each such Multicurrency Revolving Credit Advance not to exceed such Lender’s Unused Multicurrency Revolving Credit Commitment at such time, (B) the
Equivalent in Dollars of the portion of the Facility Exposure denominated in Swiss Francs and Canadian Dollars shall not at any time exceed $50,000,000 in the aggregate and (C) the Equivalent in Dollars of the portion of the Facility Exposure
denominated in Committed Foreign Currencies shall not at any time exceed 50% of the aggregate Commitments. Each Borrowing shall be in an aggregate amount not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple
in excess thereof and shall consist of Multicurrency Revolving Credit Advances of the same Type and in the same currency made simultaneously by the Lenders with Multicurrency Revolving Credit Commitments ratably according to their Multicurrency
Revolving Credit Commitments. Within the limits of each Lender’s Unused Multicurrency Revolving Credit Commitment in effect from time to time and prior to the Termination Date, the Borrower may borrow under this Section 2.01(a)(ii), prepay
pursuant to Section 2.06(a) and reborrow under this Section 2.01(a)(ii). 
  

 31 







 (b) Letters of Credit. Each U.S. Dollar Issuing Bank severally agrees, on the
terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in Dollars and to continue any Existing Letters of Credit denominated in Dollars (set forth
on Schedule III hereto) (the “U.S. Dollar Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date in an
aggregate Available Amount (i) for all U.S. Dollar Letters of Credit not to exceed at any time the U.S. Dollar Letter of Credit Facility at such time, (ii) for all U.S. Dollar Letters of Credit issued by such Issuing Bank
not to exceed such Issuing Bank’s U.S. Dollar Letter of Credit Commitment at such time, and (iii) for each such U.S. Dollar Letter of Credit not to exceed the Unused U.S. Dollar Revolving Credit Commitments of the Lenders at
such time. Each Multicurrency Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in Dollars or in a
Committed Foreign Currency and Bank Guarantees denominated in Swiss Francs, Euros or Sterling and to continue any Existing Letters of Credit and Bank Guarantees denominated in such currencies (set forth on Schedule III hereto) (such letters of
credit and Bank Guarantees, collectively, the “Multicurrency Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the
Termination Date in an aggregate Available Amount (X) for all Multicurrency Letters of Credit not to exceed at any time the Multicurrency Letter of Credit Facility at such time, (Y) for all Multicurrency Letters of Credit issued by such
Issuing Bank not to exceed such Issuing Bank’s Multicurrency Letter of Credit Commitment at such time, and (Z) for each such Multicurrency Letter of Credit not to exceed the Unused Multicurrency Revolving Credit Commitments of the Lenders
at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (A) in the case of a Standby Letter of Credit, the earlier of (1) 30 days before the
Termination Date and (2) one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and
the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment
of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any
event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”), (B) in the case of a Trade Letter of Credit, the earlier of
(1) 30 days before the Termination Date, and (2) 30 days after the date of issuance thereof, and (C) in the case of a Bank Guarantee, 30 days before the Termination Date; provided, however, that the terms of each Standby
Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination,
(y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date
(after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is
given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence
of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of
Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit and Bank Guarantee shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the
beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to
draw such Letter of Credit. Within the limits of 
  

 32 







 
the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit
Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Notwithstanding the foregoing, from and after the date on which the Borrower gives
notice of its election to extend the Termination Date pursuant to Section 2.16, all references in this Section 2.01(b) to “30 days before the Termination Date” shall be deemed to refer to 30 days before the Termination Date that
will apply following the effectiveness of such extension. 
 (c) The Swing Line Advances. The Borrower may request the
Swing Line Bank to make, and the Swing Line Bank agrees to make, on the terms and conditions hereinafter set forth, Swing Line Advances denominated in Dollars to the Borrower from time to time on any Business Day during the period from the date
hereof until the Termination Date (i) in an aggregate amount not to exceed at any time outstanding $75,000,000 (the “Swing Line Facility”) and (ii) in an amount for each such Swing Line Borrowing not to exceed the
aggregate of the Unused U.S. Dollar Revolving Credit Commitments of the Lenders at such time. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing
shall be in an amount of $250,000 or an integral multiple of $250,000 in excess thereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the Borrower
may borrow under this Section 2.01(c), repay pursuant to Section 2.04(b) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(c). 

SECTION 2.02. Making the Advances. (a) Except as otherwise provided in Section 2.03, each Borrowing shall be made
on notice, given not later than (x) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars,
(y) 3:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Foreign Currency, or
(z) 12:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent (and, in the case of a Borrowing consisting of Eurocurrency
Rate Advances denominated in any Committed Foreign Currency, simultaneously to the Sub-Agent), which shall give to each relevant Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of
Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Facility under which such Borrowing is requested, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing (v) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial
Interest Period for each such Advance, and (vi) in the case of a Borrowing consisting of Multicurrency Revolving Credit Advances, currency of such Advances. Each Lender with a Commitment in respect of the applicable Facility shall, before
2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Advances denominated in Dollars, and before 3:00 P.M. (London time) on the date of such Borrowing in the case of a Borrowing consisting of
Eurocurrency Advances denominated in any Committed Foreign Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, in same day funds, such
Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders in respect of the applicable Facility. After the Administrative Agent’s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that in the case of any Borrowing
under the U.S. Dollar Revolving Credit Facility, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or
any Issuing Bank, as the case may be, and by any other Lender and outstanding on 
  

 33 







 
the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or such Issuing Bank, as the case may be, and such other Lenders for
repayment of such Swing Line Advances and Letter of Credit Advances. 
 (b) Each Swing Line Borrowing shall be made on notice,
given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line
Borrowing”) shall be by telephone, confirmed immediately in writing or by telecopier or e-mail, in each case specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of
such Borrowing (which maturity shall be no later than the earlier of (A) the seventh day after the requested date of such Borrowing and (B) the Termination Date). The Swing Line Bank shall, before 2:00 P.M. (New York City time) on the date
of such Swing Line Borrowing, make the amount thereof available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Administrative Agent’s receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the
Administrative Agent, each other U.S. Dollar Revolving Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other U.S. Dollar Revolving Lender, such other U.S. Dollar Revolving
Lender’s U.S. Dollar Revolving Credit Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of
the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such U.S. Dollar Revolving Lender.
The Borrower hereby agrees to each such sale and assignment. Each U.S. Dollar Revolving Lender agrees to purchase its U.S. Dollar Revolving Credit Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which
demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such
demand is given after such time. Upon any such assignment by the Swing Line Bank to any other U.S. Dollar Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other U.S. Dollar
Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan
Documents or any Loan Party. If and to the extent that any U.S. Dollar Revolving Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such U.S. Dollar Revolving Lender agrees to pay to
the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such
U.S. Dollar Revolving Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such
U.S. Dollar Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day. 

(c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate
Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than the Revolving Credit Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be
suspended pursuant to Section 2.07(d)(ii), 2.09 or 2.10 and (ii) there may not be more than twenty (20) separate Interest Periods outstanding at any time. 
  


 34 







 (d) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and
binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. 

(e) Unless the Administrative Agent shall have received notice from a Lender prior to (x) the date of any Borrowing consisting of
Eurocurrency Rate Advances or (y) 2:00 P.M.(New York City time) on the date of any Borrowing consisting of Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such
Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the
Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is
repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (B) the cost of funds
incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed Foreign Currencies and (ii) in the case of such Lender, (A) the Federal Funds Rate in the case of Advances denominated in
Dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed Foreign Currencies. If such Lender shall pay to the Administrative Agent such corresponding amount,
such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes. 
 (f) The failure
of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure
of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. 
 SECTION 2.03.
Issuance of and Drawings and Reimbursement Under Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon (New York City time) on the third Business Day
(in respect of any proposed Letter of Credit to be denominated in Dollars or Canadian Dollars) or the fifth Business Day (in respect of any proposed Letter of Credit to be denominated in any Committed Foreign Currency other than Canadian Dollars),
as applicable, prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of
the Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex,
telecopier or e-mail, in each case specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) currency of such Letter of Credit and the Letter of Credit Facility pursuant to which such Letter of Credit
shall be issued, (iii) Available Amount of such Letter of Credit, (iv) expiration date of such Letter of Credit, (v) name and address of the beneficiary of such Letter of Credit and (vi) form of such Letter of Credit, and shall
be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a 

 

 35 







 
“Letter of Credit Agreement”). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and
(z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at
its office referred to in Section 9.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the
provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a). 

(b) Letter of Credit Reports. Each Issuing Bank shall furnish (i) to each Lender on the first Business Day of each month a
written report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month and drawings during such month under all Letters of Credit issued by such Issuing Bank and (ii) to the
Administrative Agent and each Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such Issuing
Bank. 
 (c) Drawing and Reimbursement. The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall
constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon written demand by any Issuing Bank with an outstanding Letter of
Credit Advance, with a copy of such demand to the Administrative Agent, each U.S. Dollar Revolving Lender (in the case of an Advance pursuant to a U.S. Dollar Letter of Credit only) and each Multicurrency Revolving Lender (in the case of
an Advance pursuant to a Multicurrency Letter of Credit only) (in each case, an “Applicable Lender”) shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Applicable Lender, such
Lender’s Applicable Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing
Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Applicable Lender. Promptly after receipt
thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Applicable Lender agrees to purchase its Applicable Pro Rata Share of an outstanding Letter of Credit
Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or
(ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Applicable Lender of a portion of a Letter of Credit Advance, such Issuing Bank
represents and warrants to such Applicable Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no
responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Applicable Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative
Agent, such Applicable Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Applicable Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day,
such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Applicable Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by
such Issuing Bank shall be reduced by such amount on such Business Day. 
  

 36 







 (d) Failure to Make Letter of Credit Advances. The failure of any Lender to make the
Letter of Credit Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance on such date, but no Lender shall be responsible for the
failure of any other Lender to make the Letter of Credit Advance to be made by such other Lender on such date. 
 SECTION 2.04.
Repayment of Advances. (a) Revolving Credit Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Termination Date the aggregate outstanding principal amount of the Revolving
Credit Advances then outstanding. 
 (b) Swing Line Advances. The Borrower shall repay to the Administrative Agent for
the account of (i) the Swing Line Bank and (ii) each other Lender that has made a Swing Line Advance by purchase from the Swing Line Bank pursuant to Section 2.02(b), the outstanding principal amount of each Swing Line Advance made by
each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Swing Line Borrowing) and the Termination Date.

 (c) Letter of Credit Advances. (i) The Borrower shall repay to the Administrative Agent for the account of each
Issuing Bank and each other Lender that has made a Letter of Credit Advance on the same day on which such Advance was made the outstanding principal amount of each Letter of Credit Advance made by each of them. 

(ii) The Obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating
to any Letter of Credit (and the obligations of each Lender to reimburse the Issuing Bank with respect thereto) shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances: 

(A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or
any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”); 

(B) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the
Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents; 

(C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any
beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C
Related Documents or any unrelated transaction; 
 (D) any statement or any other document presented under a
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; 

(E) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; 
  

 37 







 (F) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from the Guaranties or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents; or 

(G) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without
limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor. 

SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional. The Borrower may, upon at least three
Business Days’ notice to the Administrative Agent, terminate in whole or reduce in part the unused portions of the Swing Line Facility, the Letter of Credit Facility and the Unused Revolving Credit Commitments; provided, however, that
each partial reduction of a Facility (i) shall be in an aggregate amount of the Revolving Credit Reduction Minimum (or in the case of the Swing Line Facility, $250,000) or a Revolving Credit Reduction Multiple in excess thereof and
(ii) shall be made ratably among the Lenders in accordance with their Commitments with respect to such Facility. 
 (b)
Mandatory. (i) The U.S. Dollar Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the U.S. Dollar Revolving Credit Facility by the amount, if any, by which the amount of
the U.S. Dollar Letter of Credit Facility exceeds the U.S. Dollar Revolving Credit Facility after giving effect to such reduction of the U.S. Dollar Revolving Credit Facility. The Multicurrency Letter of Credit Facility shall be
permanently reduced from time to time on the date of each reduction in the Multicurrency Revolving Credit Facility by the amount, if any, by which the amount of the Multicurrency Letter of Credit Facility exceeds the Multicurrency Revolving Credit
Facility after giving effect to such reduction of the Multicurrency Revolving Credit Facility. 
 (ii) The Swing Line Facility
shall be permanently reduced from time to time on the date of each reduction in the U.S. Dollar Revolving Credit Facility by the amount, if any, by which the amount of the Swing Line Facility exceeds the U.S. Dollar Revolving Credit
Facility after giving effect to such reduction of the U.S. Dollar Revolving Credit Facility. 
 SECTION 2.06.
Prepayments. (a) Optional. The Borrower may, upon same day notice in the case of Base Rate Advances and two Business Days’ notice in the case of Eurocurrency Rate Advances, in each case to the Administrative Agent stating the
proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than the Revolving Credit
Reduction Minimum or a Revolving Credit Reduction Multiple in excess thereof or, if less, the amount of the Advances outstanding and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest
Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 9.04(c). 
 (b)
Mandatory. (i) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings, the Swing Line Advances and the Letter of Credit Advances and deposit
an amount in the L/C Cash Collateral Account in an amount equal to (A) the amount by which the Facility Exposure exceeds the Facility on such Business Day, (B) after taking into account any payments made pursuant to clause (A), the amount
by which Unsecured Debt exceeds 70% of the Total Unencumbered Asset Value on such Business Day, and (C) after taking into account any payments made pursuant to the foregoing clauses (A) and (B), an amount denominated in Swiss Francs or
Canadian Dollars to the extent the portion of the Facility Exposure denominated in such currencies exceeds the limitation thereon set forth in Section 2.01(a)(ii), 

 

 38 







 
provided that any deposit in the L/C Cash Collateral Account made pursuant to this Section 2.06(b)(i) shall only be required to be maintained so long as the applicable circumstances
giving rise to the requirement to make such deposit shall continue to exist or would again exist in the absence of such deposit. 

(ii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day,
provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Letter of Credit Facility. 

(iii) In the event the aggregate Available Amount under all outstanding U.S. Dollar Letters of Credit shall exceed the aggregate
U.S. Dollar Letter of Credit Commitments of the Lenders, the Borrower shall, within five Business Days after written demand by the Administrative Agent, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account in respect of U.S. Dollar Letters of Credit (e.g., without reference to any amounts on deposit therein in respect of Multicurrency Letters of Credit)
to equal the amount by which the aggregate Available Amount of all U.S. Dollar Letters of Credit then outstanding exceeds the U.S. Dollar Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to
be maintained therein for so long as such aggregate Available Amount exceeds the U.S. Dollar Letter of Credit Facility. In the event the aggregate Available Amount under all outstanding Multicurrency Letters of Credit shall exceed the aggregate
Multicurrency Letter of Credit Commitments of the Lenders, the Borrower shall, within five Business Days after written demand by the Administrative Agent, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount in
Dollars sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account in respect of Multicurrency Letters of Credit (e.g., without reference to any amounts on deposit therein in respect of U.S. Dollar Letters of
Credit) to equal the amount by which the aggregate Available Amount of all Multicurrency Letters of Credit then outstanding exceeds the Multicurrency Letter of Credit Facility on such Business Day, provided that such deposit shall only be required
to be maintained therein for so long as such aggregate Available Amount exceeds the Multicurrency Letter of Credit Facility. 

(iv) In accordance with Section 5.02(e), the Borrower shall, within 12 months following the date of receipt of any Net Asset Sales
Proceeds by the Borrower or any of its Subsidiaries, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account, in an aggregate amount equal to the amount of
such Net Asset Sales Proceeds that have not been reinvested as permitted under Section 5.02(e), provided that such deposit shall only be required to be maintained therein for so long as the aggregate Available Amount of all Letters of
Credit then outstanding exceeds the Letter of Credit Facility on the date of such prepayment. 
 (v) Prepayments of the
Revolving Credit Facility made pursuant to clauses (i), (ii), (iii) and (iv) above shall be applied first to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second to prepay Swing Line
Advances then outstanding until such Advances are paid in full, third to prepay Revolving Credit Advances then outstanding (on a pro rata basis in respect of all Lenders) until such Advances are paid in full and fourth deposited in the
L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding to the extent required under the foregoing clauses. Upon the drawing of any Letter of Credit for which funds are on deposit in
the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable. On the earlier to occur of the (A)

 

 39 







 
Termination Date, (B) the date on which funds are no longer required to be maintained in the L/C Cash Collateral Account pursuant to Section 2.06(b)(ii), (b)(iii) or (b)(iv), as
applicable, and (C) the expiration or other termination of any Letters of Credit for which funds are on deposit in the L/C Cash Collateral Account without any drawings thereon, then, in each case, so long as no Default shall have occurred and
be continuing, any remaining funds on deposit in the L/C Cash Collateral Account (together with any interest earned thereon) shall be returned to the Borrower. 

(vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the
principal amount prepaid. 
 SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay interest
on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: 

(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all
times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each December, March, June and September during such
periods and on the date such Base Rate Advance shall be Converted or paid in full. 
 (ii) Eurocurrency Rate
Advances. During such periods as such Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurocurrency Rate for such Interest Period for such Advance
plus (B) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs
during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full. 

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default of the type described in
Section 6.01(a) or (f) or, at the election of the Administrative Agent and the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the Borrower shall pay interest on (i) the unpaid principal
amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid
on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable under the Loan Documents that is not paid when due, from the date such
amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid, in
the case of interest, on the Type of Advance on which such interest has accrued pursuant to clause (a)(i) or (a)(ii) above and, in all other cases, on Base Rate Advances pursuant to clause (a)(i) above. 

(c) Notice of Interest Period and Interest Rate. Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a),
a notice of Conversion pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Administrative Agent shall give notice to the Borrower and each Lender of
the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii) above, and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining
the applicable interest rate under clause (a)(ii) above. 
  

 40 







 (d) Interest Rate Determination. (i) Each Reference Bank agrees to furnish to
the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any
such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. 

(ii) If Reuters Screen LIBOR01 Page (or, with respect to Eurocurrency Rate Advances denominated in Euros, Reuters Screen EURLIBOR Page)
is unavailable and fewer than two Reference Banks are able to furnish timely information to the Administrative Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances, 

(A) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be
determined for such Eurocurrency Rate Advances, 
 (B) each such Advance will automatically, on the last day of
the then existing Interest Period therefor, (i) if such Advance is a Eurocurrency Rate Advance that is denominated in Dollars, Convert into Base Rate Advances and (ii) if such Advance is a Eurocurrency Rate Advance that is denominated in a
Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and 

(C) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended
until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist with respect to such Eurocurrency Rate Advances. 

SECTION 2.08. Fees. (a) Unused Fee. The Borrower shall pay to the Administrative Agent for the account of the Lenders
an unused commitment fee (the “Unused Fee”), from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance or the Assumption Agreement, as the case may be,
pursuant to which it became a Lender in the case of each other Lender until the Termination Date, payable in arrears quarterly on the last day of each December, March, June and September, commencing September 30, 2007, and on the Termination
Date. The Unused Fee payable for the account of each Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Lender during such period at the rate per annum equal
to, (a) for any period in which the average daily Facility Exposure for such period is equal to or exceeds 50% of the aggregate Revolving Credit Commitments, 0.125% per annum, and (b) in all other cases, 0.20% per annum.

 (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the Administrative Agent for the account of each
Lender a commission, payable in arrears, (a) quarterly on the last day of each December, March, June and September, commencing September 30, 2007, and (b) on the earliest to occur of the full drawing, expiration, termination or
cancellation of any Letter of Credit, and (c) on the Termination Date, on such Lender’s Pro Rata Share of the average daily aggregate Available Amount during such quarter of all Letters of Credit outstanding from time to time at the rate
per annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time. 
 (ii) The Borrower shall
pay to each Issuing Bank, for its own account, (A) a fronting fee for each Letter of Credit issued by such Issuing Bank in an amount equal to 0.125% of the Available Amount of such Letter of Credit on the date of issuance of such Letter of
Credit, payable on such date and (B) such other customary commissions, issuance fees, transfer fees and other fees and charges in connection with the issuance or administration of each Letter of Credit as the Borrower and such Issuing Bank
shall agree. 
  

 41 







 (c) Administrative Agent’s Fees. The Borrower shall pay to the Administrative
Agent for its own account the fees, in the amounts and on the dates, set forth in the Fee Letter and such other fees as may from time to time be agreed between the Borrower and the Administrative Agent. 

(d) Extension Fees. The Borrower shall pay to the Administrative Agent (i) on the First Extension Date, for the account of
each Lender, a Facility extension fee, in an amount equal to 0.25% of each Lender’s Revolving Credit Commitment then outstanding and (ii) on the Second Extension Date, for the account of each Lender, a Facility extension fee, in an amount
equal to 0.25% of each Lender’s Revolving Credit Commitment then outstanding. 
 SECTION 2.09. Conversion of
Advances. (a) Optional. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and
subject to the provisions of Sections 2.07 and 2.10, Convert all or any portion of the Advances denominated in Dollars of one Type comprising the same Borrowing into Advances denominated in Dollars of the other Type; provided, however,
that any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the
same Borrowing under any Facility shall be made ratably among the Lenders in accordance with their Commitments under such Facility. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such
Conversion, (ii) the Dollar denominated Advances to be Converted and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for such Advances. Each notice of Conversion shall be irrevocable
and binding on the Borrower. 
 (b) Mandatory. (i) On the date on which the aggregate unpaid principal amount of
Eurocurrency Rate Advances comprising any Borrowing (including, if applicable, the Equivalent in Dollars of any such Advances that are not Dollar denominated) shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000 (or the
Equivalent in any Committed Foreign Currency), such Advances shall automatically as of the last day of the then applicable Interest Period Convert into Base Rate Advances. 

(ii) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the
provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders, whereupon each such Eurocurrency Rate Advance will automatically, on the last
day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (ii) if such Eurocurrency Rate Advance is denominated in a Committed Foreign Currency,
be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance. 
 (iii) Upon the occurrence and during
the continuance of any Event of Default, (x) each Base Rate Advance denominated in any Committed Foreign Currency will automatically, on the date of such Event of Default, be exchanged for an Equivalent amount of Dollars, (y) each
Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (2) if such
Eurocurrency Rate Advance is denominated in any Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (z) the obligation of the Lenders to make, or to Convert Advances into,
Eurocurrency Rate Advances shall be suspended. 
  

 42 







 SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the introduction
of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority, including, without limitation, any agency of the European Union or
similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurocurrency Rate Advances or of agreeing to
issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from
(y) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (z) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of
which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 2 Business Days after demand by such Lender Party (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that a Lender Party claiming additional
amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid
the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased
cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error. 

(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such
capital is increased by or based upon the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the
Letters of Credit (or similar contingent obligations), then, within 2 Business Days after demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent
for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines
such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A
certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. 

(c) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency Rate
for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each such Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (x) if such Eurocurrency Advance is denominated in Dollars, Convert into a Base
Rate Advance, and (y) if such Eurocurrency Advance is denominated in any Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or
to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. 

 

 43 







 (d) Notwithstanding any other provision of this Agreement, if the introduction of or any
change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations
hereunder to make Eurocurrency Rate Advances in Dollars or any Committed Foreign Currency or to fund or continue to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed Foreign Currency hereunder, then, on notice thereof and
demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurocurrency Rate Advance will automatically, upon such demand, (x) if such Eurocurrency Advance is denominated in Dollars, Convert into a Base Rate
Advance, and (y) if such Eurocurrency Advance is denominated in any Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however,
that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurocurrency Lending Office if the making of such a designation
would allow such Lender or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender. 
 SECTION 2.11. Payments and Computations. (a) The Borrower shall
make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Foreign Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided
in Section 2.13), not later than 2:00 P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the
Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances
denominated in a Committed Foreign Currency, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 11:00 A.M. (local time) on the day when due in such Committed Foreign Currency to
the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to
more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment
by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any
Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained
therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Assuming Lender.
Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent
shall make all payments hereunder and under the Notes in respect of the interest 
  

 44 







 
assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves. 
 (b) The Borrower hereby authorizes each Lender Party and each of its Affiliates,
if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the
Borrower’s accounts with such Lender Party any amount so due. 
 (c) All computations of interest based on the Base Rate
shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be
made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable.
Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. 

(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that if such extension would cause payment
of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any
Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance
upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative
Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until
the date such Lender Party repays such amount to the Administrative Agent, at (i) the Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such
amount in the case of Advances denominated in any Committed Foreign Currency. 
 (f) To the extent that the Administrative Agent
receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders
in accordance with the terms of this Section 2.11, the Administrative Agent shall be entitled to convert or exchange such funds into Dollars or into a Committed Foreign Currency or from Dollars to a Committed Foreign Currency or from a
Committed Foreign Currency to Dollars, as the case may be, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.11, provided that the Borrower and each of the
Lenders hereby agree that the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender as a result of any conversion or exchange of currencies effected pursuant to this
Section 2.11(f) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further that the Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the
Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in
accordance with this Section 2.11(f). 
  

 45 







 (g) Whenever any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed
by the Administrative Agent and applied by the Administrative Agent and the Lender Parties in the following order of priority: 

(i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable
to the Administrative Agent (solely in its capacity as Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification
payments, costs and expenses owing to the Administrative Agent on such date; 
 (ii) second, to the
payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date,
ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date; 

(iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to
the Lenders under Section 9.04 and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such
date; 
 (iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative
Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date; 

(v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a),
(b)(i) and (d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date; 

(vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in
respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative
Agent and the Lender Parties on such date; 
 (vii) seventh, to the payment of all of the accrued and
unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative
Agent and the Lender Parties on such date; 
 (viii) eighth, to the payment of the principal amount of all
of the outstanding Advances and any reimbursement obligations that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement
obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the L/C Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by
Section 6.02; and 
  

 46 







 (ix) ninth, to the payment of all other Obligations of the Loan
Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the
Administrative Agent and the other Secured Parties on such date. 
 SECTION 2.12. Taxes. (a) Any and all payments by
the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Lender Party and the Administrative Agent, taxes that are imposed on its overall net income by the United States (including branch profits taxes or alternative minimum tax) and taxes that
are imposed on its overall net income (and franchise or other similar taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Lender Party or the Administrative Agent, as the case may be, is organized or any
political subdivision thereof and, in the case of each Lender Party, taxes that are imposed on its overall net income (and franchise or other similar taxes imposed in lieu thereof) by the state or foreign jurisdiction of such Lender Party’s
Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as
“Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender Party or the Administrative Agent, (i) the sum payable by the
Borrower shall be increased as may be necessary so that after the Borrower and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender Party or
the Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with applicable law. 
 (b) In addition, the
Borrower shall pay any present or future stamp, documentary, excise, property, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or
registration of, performance under, or otherwise with respect to, this Agreement, or any other Loan Document (hereinafter referred to as “Other Taxes”). 

(c) The Borrower shall indemnify each Lender Party and the Administrative Agent for and hold them harmless against the full amount of
Taxes and Other Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction (taking into account any available credits, as determined in the reasonable judgment of the Lender Party or the Administrative Agent, as the case may be,
arising from the imposition of the underlying Taxes or Other Taxes) on amounts payable under this Section 2.12, imposed on or paid by such Lender Party or the Administrative Agent (as the case may be) and any liability (including penalties,
additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender Party or the Administrative Agent (as the case may be) makes written demand therefor;
provided, however, that the Borrower shall not be obligated to make payment to any Lender Party or the Administrative Agent, as the case may be, pursuant to this Section 2.12 in respect of any penalties, interest and other
liabilities attributable to Taxes or Other Taxes to the extent such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct (as found in a final, non-appealable judgment by a court of competent
jurisdiction) of such Lender Party or the Administrative Agent, as the case may be. 
  

 47 







 (d) Within 60 days after the date of any payment of Taxes, the Borrower shall furnish to the
Administrative Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment or, if such receipts are not obtainable, other evidence of such payments by the Borrower reasonably
satisfactory to the Administrative Agent. For purposes of subsections (d) and (e) of this Section 2.12, the terms “United States” and “United States person” shall have the meanings
specified in Section 7701 of the Internal Revenue Code. 
 (e) Each Lender Party organized under the laws of a jurisdiction
outside the United States (each, a “Foreign Lender”) shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender Party, and on the date of the Assumption Agreement or the
Assignment and Acceptance pursuant to which it becomes a Lender Party in the case of each other Lender Party, and from time to time thereafter as requested in writing by the Borrower (but only so long thereafter as such Lender Party remains lawfully
able to do so), provide each of the Administrative Agent and the Borrower (i) two duly completed and signed copies of either Internal Revenue Service Form W-8BEN (claiming an exemption from or a reduction in United States withholding tax under
an applicable treaty) or its successor form or Form W-8ECI (claiming an exemption from United States withholding tax as effectively connected income) or its successor from and related applicable forms, as the case may be; or (ii) in the case of
a Foreign Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code and that cannot comply with the requirements of clause (i) hereof, (x) a statement to the effect that such Lender
is eligible for a complete exemption from withholding of United States Taxes under Code Section 871(h) or 881(c), and (y) two duly completed and signed copies of Internal Revenue Service Form W-8BEN or successor and related applicable
form. If the forms provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender Party provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms;
provided, however, that if, at the effective date of the Assumption Agreement or the Assignment and Acceptance pursuant to which a Lender Party becomes a party to this Agreement, the Lender Party assignor was entitled to payments under
subsection (a) of this Section 2.12 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender Party assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure
of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W8-ECI or W8-BEN or the statement set forth in (ii)(x) above, that the applicable Lender
Party reasonably considers to be confidential, such Lender Party shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information. Upon the request of the Borrower, any Lender
that is a United States person and is not an exempt recipient for United States backup withholding purposes shall deliver to the Borrower two copies of Internal Revenue Service form W-9 (or any successor form). 

(f) For any period with respect to which a Lender Party has failed to provide the Borrower with the appropriate form described in
subsection (e) above (other than if such failure is due to a change in law occurring after the date on which a form originally was required to be provided or if such form otherwise is not required under subsection (e) above), such
Lender Party shall not be entitled to indemnification under subsection (a) or (c) of this Section 2.12 with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender Party
become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such reasonable steps as such Lender Party shall reasonably request to assist such Lender Party to recover such Taxes. 

 

 48 







 (g) Any Lender Party claiming any additional amounts payable pursuant to this
Section 2.12 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurocurrency Lending Office if the making of such a change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. 

(h) If any Lender Party or the Administrative Agent receives a refund of Taxes or Other Taxes paid by the Borrower or for which the
Borrower has indemnified any Lender Party or the Administrative Agent, as the case may be, pursuant to this Section 2.12, then such Lender Party or the Administrative Agent, as applicable, shall pay such amount, net of any expenses incurred by
such Lender Party or the Administrative Agent, to the Borrower within 30 days of the receipt of such Taxes or Other Taxes. Notwithstanding the foregoing, (i) the Borrower shall not be entitled to review the tax records or financial information
of any Lender Party or the Administrative Agent and (ii) neither the Administrative Agent nor any Lender Party shall have any obligation to pursue (and no Loan Party shall have any right to assert) any refund of Taxes or Other Taxes that may be
paid by the Borrower. 
 SECTION 2.13. Sharing of Payments, Etc. (a) Sharing Within U.S. Dollar Revolving
Credit Facility. If any U.S. Dollar Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to
Section 9.07) (a) on account of Obligations due and payable to such U.S. Dollar Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such
Obligations due and payable to such U.S. Dollar Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on
account of the Obligations due and payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time obtained by all the U.S. Dollar Lender Parties at such time or (b) on account of Obligations owing (but not due
and payable) to such U.S. Dollar Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such U.S. Dollar Lender Party at such
time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to
all U.S. Dollar Lender Parties hereunder and under the Notes at such time obtained by all of the U.S. Dollar Lender Parties at such time, such U.S. Dollar Lender Party shall forthwith purchase from the other U.S. Dollar Lender
Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing U.S. Dollar Lender Party to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing U.S. Dollar Lender Party, such purchase from each other U.S. Dollar Lender Party shall be rescinded and such
other U.S. Dollar Lender Party shall repay to the purchasing U.S. Dollar Lender Party the purchase price to the extent of such U.S. Dollar Lender Party’s ratable share (according to the proportion of (i) the purchase price
paid to such U.S. Dollar Lender Party to (ii) the aggregate purchase price paid to all U.S. Dollar Lender Parties) of such recovery together with an amount equal to such U.S. Dollar Lender Party’s ratable share (according to
the proportion of (i) the amount of such other U.S. Dollar Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing U.S. Dollar Lender Party) of any interest or other amount paid or payable
by the purchasing U.S. Dollar Lender Party in respect of the total amount so recovered. The Borrower agrees that any U.S. Dollar Lender Party so purchasing an interest or participating interest from another U.S. Dollar Lender Party
pursuant to this Section 2.13(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such
U.S. Dollar Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be. 
  

 49 







 (b) Sharing Within Multicurrency Revolving Credit Facility. If any Multicurrency
Revolving Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of
Obligations due and payable to such Multicurrency Revolving Lender hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such
Multicurrency Revolving Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations due and
payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time obtained by all the U.S. Dollar Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Multicurrency
Revolving Lender hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Multicurrency Revolving Lender at such time to (ii) the aggregate
amount of the Obligations owing (but not due and payable) to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all U.S. Dollar Lender
Parties hereunder and under the Notes at such time obtained by all of the U.S. Dollar Lender Parties at such time, such Multicurrency Revolving Lender shall forthwith purchase from the other U.S. Dollar Lender Parties such interests or
participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Multicurrency Revolving Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Multicurrency Revolving Lender, such purchase from each other Multicurrency Revolving Lender shall be rescinded and such other Multicurrency
Revolving Lender shall repay to the purchasing Multicurrency Revolving Lender the purchase price to the extent of such Multicurrency Revolving Lender’s ratable share (according to the proportion of (i) the purchase price paid to such
Multicurrency Revolving Lender to (ii) the aggregate purchase price paid to all U.S. Dollar Lender Parties) of such recovery together with an amount equal to such Multicurrency Revolving Lender’s ratable share (according to the
proportion of (i) the amount of such other Multicurrency Revolving Lender’s required repayment to (ii) the total amount so recovered from the purchasing Multicurrency Revolving Lender) of any interest or other amount paid or payable
by the purchasing Multicurrency Revolving Lender in respect of the total amount so recovered. The Borrower agrees that any Multicurrency Revolving Lender so purchasing an interest or participating interest from another Multicurrency Revolving Lender
pursuant to this Section 2.13(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such
Multicurrency Revolving Lender were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be. 

(c) Pro Rata Sharing Following Event of Default. Notwithstanding the foregoing provisions of this Section 2.13, following the
occurrence and during the continuance of any Event of Default and the conversion of all Advances denominated in any Committed Foreign Currency into Dollars pursuant to Section 2.09(b)(iii), if any Lender Party shall obtain at any time any
payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party
hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations
due and payable to all Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the Notes at such time obtained by all the Lender Parties at such
time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing
to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such time) of 

 

 50 







 
payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such time obtained by all of the Lender Parties at such time, such
Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to
share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded
and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the
aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to
(ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Borrower agrees that any Lender Party so
purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13(c) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such
interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be. 

SECTION 2.14. Use of Proceeds. The proceeds of the Advances and issuances of Letters of Credit shall be available (and the
Borrower agrees that it shall use such proceeds and Letters of Credit) solely for the acquisition and development of Assets, for repayment of Debt, for working capital and for other general corporate purposes of the Parent Guarantor, the Borrower
and its Subsidiaries. 
 SECTION 2.15. Evidence of Debt. (a) Each Lender Party shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender Party resulting from each Advance owing to such Lender Party from time to time, including the amounts of principal and interest payable and paid to such
Lender Party from time to time hereunder. The Borrower agrees that upon notice by any Lender Party to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is
required or appropriate in order for such Lender Party to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender Party, the Borrower shall promptly execute and deliver to such Lender
Party, with a copy to the Administrative Agent, a Note, in substantially the form of Exhibit A hereto, payable to the order of such Lender Party in a principal amount equal to the Revolving Credit Commitment of such Lender Party. All references
to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder. 
 (b) The Register maintained by the
Administrative Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary account for each Lender Party, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made
hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance and Assumption Agreement delivered to and accepted by it, (iii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender Party hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender
Party’s share thereof. 
 (c) Entries made in good faith by the Administrative Agent in the Register pursuant to
subsection (b) above, and by each Lender Party in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender Party and, in the case of such account or accounts, such Lender Party, under this Agreement, absent manifest error; provided, 

 

 51 







 
however, that the failure of the Administrative Agent or such Lender Party to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this Agreement. 
 SECTION 2.16. Extensions of
Termination Date. (a) First Extension. At least 30 days but not more than 90 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then
outstanding, a single one-year extension of the Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the
“First Extension Date”), be extended for an additional one year period, provided that, on the First Extension Date the following statements shall be true and the Administrative Agent shall have received for the account
of each Lender Party a certificate signed by a duly authorized officer of the Borrower, dated the First Extension Date, stating that: (x) the representations and warranties contained in Section 4.01 are true and correct on and as of the
First Extension Date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)), and
(y) no Default has occurred and is continuing or would result from such extension. In the event that an extension is effected pursuant to this Section 2.16(a), the aggregate principal amount of all Advances shall be repaid in full ratably
to the Lenders on the Termination Date as so extended. As of the First Extension Date, any and all references in this Agreement, the Notes, if any, or any of the other Loan Documents to the “Termination Date” shall refer to the Termination
Date as so extended. 
 (b) Second Extension. Provided that the Borrower has extended the Termination Date in accordance
with Section 2.16(a), then at least 30 days but not more than 90 days prior to the Termination Date as so extended, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then outstanding, a
single one-year extension of the Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the “Second
Extension Date”), be extended for an additional one year period, provided that, on the Second Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender
Party a certificate signed by a duly authorized officer of the Borrower, dated the Second Extension Date, stating that: (x) the representations and warranties contained in Section 4.01 are true and correct on and as of the Second Extension
Date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)), and (y) no Default has
occurred and is continuing or would result from such extension. In the event that an extension is effected pursuant to this Section 2.16(b), the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the
Termination Date as so extended. As of the Second Extension Date, any and all references in this Agreement, the Notes, if any, or any of the other Loan Documents to the “Termination Date” shall refer to the Termination Date as so extended.

 SECTION 2.17. Cash Collateral Account. (a) Grant of Security. The Borrower hereby pledges to the
Administrative Agent, as collateral agent for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, as collateral agent for the ratable benefit of the Secured Parties, a security interest in, the Borrower’s
right, title and interest in and to the L/C Cash Collateral Account and all (i) funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), all interest, dividends, distributions, cash,
instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time
representing or evidencing the L/C Cash Collateral Account, (ii) and all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise

  

 52 







 
possessed by the Administrative Agent, as collateral agent for or on behalf of the Borrower, in substitution for or in addition to any or all of the then existing L/C Account Collateral and
(iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Account Collateral, in each
of the cases set forth in clauses (i), (ii) and (iii) above, whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising (all of the foregoing, collectively, the
“L/C Account Collateral”). 
 (b) Maintaining the L/C Account Collateral. So long as any Advance
or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Guaranteed Hedge Agreement shall be in effect or any Lender Party shall have any Commitment: 

(i) the Borrower will maintain all L/C Account Collateral only with the Administrative Agent, as collateral agent; and

 (ii) the Administrative Agent shall have the sole right to direct the disposition of funds with respect to the
L/C Cash Collateral Account subject to the provisions of this Agreement, and it shall be a term and condition of such L/C Cash Collateral Account that, except as otherwise provided herein, notwithstanding any term or condition to the contrary in any
other agreement relating to the L/C Cash Collateral Account, as the case may be, that no amount (including, without limitation, interest on Cash Equivalents credited thereto) will be paid or released to or for the account of, or withdrawn by or for
the account of, the Borrower or any other Person from the L/C Cash Collateral Account; and 
 (iii) the
Administrative Agent may (with the consent of the Required Lenders and shall at the request of the Required Lenders), at any time and without notice to, or consent from, the Borrower, transfer, or direct the transfer of, funds from the L/C Account
Collateral to satisfy the Borrower’s Obligations under the Loan Documents if an Event of Default shall have occurred and be continuing. 

(c) Investing of Amounts in the L/C Cash Collateral Account. The Administrative Agent will, from time to time invest (i)(A)
amounts received with respect to the L/C Cash Collateral Account in such Cash Equivalents credited to the L/C Cash Collateral Account as the Borrower may select and the Administrative Agent, as collateral agent, may approve in its reasonable
discretion, and (B) interest paid on the Cash Equivalents referred to in clause (i)(A) above, and (ii) reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents credited in
the same manner. Interest and proceeds that are not invested or reinvested in Cash Equivalents as provided above shall be deposited and held in the L/C Cash Collateral Account. In addition, the Administrative Agent shall have the right at any time
to exchange such Cash Equivalents for similar Cash Equivalents of smaller or larger determinations, or for other Cash Equivalents, credited to the L/C Cash Collateral Account. 

(d) Release of Amounts. So long as no Event of Default under the Credit Agreement shall have occurred and be continuing, the
Administrative Agent will pay and release to the Borrower or at its order or, at the request of the Borrower, to the Administrative Agent to be applied to the Obligations of the Borrower under the Loan Documents such amount, if any, as is then on
deposit in the L/C Cash Collateral Account. 
 (e) Remedies. Upon the occurrence and during the continuance of any Event
of Default, in addition to the rights and remedies available pursuant to Article VI hereof and under the other 
  

 53 







 
Loan Documents, (i) the Administrative Agent may exercise in respect of the L/C Account Collateral all the rights and remedies of a secured party upon default under the UCC (whether or not
the UCC applies to the affected L/C Account Collateral), and (ii) the Administrative Agent may, without notice to the Borrower, except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part
of the Obligations of the Borrower under the Loan Documents against any funds held with respect to the L/C Account Collateral or in any other deposit account. 

SECTION 2.18. Increase in the Aggregate Commitments. (a) The Borrower may, at any time by written notice to the
Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $5,000,000 in the aggregate (each such proposed increase, a “Commitment Increase”) to be effective as of a
date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event
shall the aggregate amount of the Commitments at any time exceed $750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Sections 3.01(a)(i) and 3.02
shall be satisfied and (iii) each such Commitment Increase shall be allocated 50% to the U.S. Dollar Revolving Credit Commitments (the “U.S. Dollar Commitment Increase”) and 50% to the Multicurrency Revolving Credit
Commitments (the “Multicurrency Commitment Increase”). 
 (b) The Administrative Agent shall promptly
notify the Lenders of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amounts of the U.S. Dollar Commitment Increase and the Multicurrency Commitment Increase, (ii) the proposed
Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each
Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of
the amount by which it is willing to increase its U.S. Dollar Revolving Credit Commitment (an “Increased U.S. Dollar Commitment Amount”) and/or Multicurrency Revolving Credit Commitment (an “Increased
Multicurrency Commitment Amount”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective U.S. Dollar Revolving Credit Commitments by an aggregate amount that exceeds the
amount of the requested U.S. Dollar Commitment Increase, the requested U.S. Dollar Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the U.S. Dollar Commitment Increase
multiplied by the ratio of each Lender’s Increased U.S. Dollar Commitment Amount to the aggregate amount of all Increased U.S. Dollar Commitment Amounts. If the Lenders notify the Administrative Agent that they are willing to increase
the amount of their respective Multicurrency Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Multicurrency Commitment Increase, the requested Multicurrency Commitment Increase shall be allocated to each
Lender willing to participate therein in an amount equal to the Multicurrency Commitment Increase multiplied by the ratio of each Lender’s Increased Multicurrency Commitment Amount to the aggregate amount of all Increased Multicurrency
Commitment Amounts. 
 (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the
amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If (i) the aggregate amount by which the Lenders are willing to participate in any requested U.S. Dollar Commitment Increase on any such
Commitment Date is less than the requested U.S. Dollar Commitment Increase or (ii) the aggregate amount by which the Lenders are willing to participate in any requested Multicurrency Commitment Increase on any such Commitment Date is less
than the requested Multicurrency Commitment Increase, then, in either case, the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the
Lenders as of the applicable Commitment Date; provided, 
  

 54 







 
however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or, if less than $5,000,000, the
amount of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date. 

(d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance
with Section 2.18(c) (an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the U.S. Dollar Revolving Credit Commitment and/or Multicurrency Revolving Credit Commitment, as
the case may be, of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date;
provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: 

(i) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the
Administrative Agent (each, an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and 

(ii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment (and the
allocation thereof between its U.S. Dollar Revolving Credit Commitment and its Multicurrency Revolving Credit Commitment) in a writing satisfactory to the Borrower and the Administrative Agent. 

On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the
Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on
such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. 

(e) On the Increase Date, to the extent the Advances then outstanding and owed to any U.S. Dollar Revolving Lender immediately prior
to the effectiveness of the U.S. Dollar Commitment Increase shall be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such U.S. Dollar Commitment Increase)
of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders (each such Lender, including any Assuming Lender, a “U.S. Dollar Purchasing Lender”), then such U.S. Dollar Purchasing Lender, without
executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each U.S. Dollar Revolving Lender that is not a U.S. Dollar Purchasing Lender
(a “U.S. Dollar Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s
U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such U.S. Dollar Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all U.S. Dollar Revolving
Lenders. The Administrative Agent shall calculate the net amount to be paid by each U.S. Dollar Purchasing Lender and received by each U.S. Dollar Selling Lender in connection with the assignments effected hereunder on the Increase Date.
Each U.S. Dollar Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date.
The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the U.S. Dollar Selling Lenders entitled to receive such payments at its Applicable Lending Office. 

 

 55 







 (f) On the Increase Date, to the extent the Advances then outstanding and owed to any
Multicurrency Revolving Lender immediately prior to the effectiveness of the Multicurrency Commitment Increase shall be less than such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of
such Multicurrency Commitment Increase) of all Advances then outstanding that are owed to Multicurrency Revolving Lenders (each such Lender, including any Assuming Lender, a “Multicurrency Purchasing Lender”), then such
Multicurrency Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Multicurrency Revolving Lender that is not a
Multicurrency Purchasing Lender (a “Multicurrency Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Multicurrency Revolving Lender
shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such Multicurrency Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all
Multicurrency Revolving Lenders. The Administrative Agent shall calculate the net amount to be paid by each Multicurrency Purchasing Lender and received by each Multicurrency Selling Lender in connection with the assignments effected hereunder on
the Increase Date. Each Multicurrency Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on
the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Multicurrency Selling Lenders entitled to receive such payments at its Applicable Lending Office. 

(g) If in connection with the transactions described in this Section 2.18 any Lender shall incur any losses, costs or expenses of
the type described in Section 9.04(c), then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for such losses, costs or expenses reasonably incurred. 
 ARTICLE III 

CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT 

SECTION 3.01. Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of any
Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Initial Extension of Credit: 

(a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following,
each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the items specified in clauses (i) and (ii) below) in sufficient copies for each
Lender Party: 
 (i) A Note payable to the order of each Lender requesting the same. 

(ii) Completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all
effective financing statements filed in the jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such other financing statements, and evidence that all other actions
that the Administrative Agent may deem reasonably necessary or desirable have been taken (including, without limitation, receipt of duly executed payoff letters and UCC termination statements). 

 

 56 







 (iii) With respect to the Unencumbered Assets set forth on Schedule II on
the Closing Date, the Administrative Agent hereby acknowledges the receipt of the documentation and deliveries delivered to it previously in its capacity as the administrative agent under the Existing Credit Agreement (pursuant to Sections 3.01 and
5.01(j) of the Existing Credit Agreement) and the Loan Parties irrevocably agree that all such deliveries shall be deemed to have been made to the Administrative Agent hereunder and that the Administrative Agent and Lender Parties may rely on the
same; provided, however, that notwithstanding the foregoing, the Fusepoint Asset shall be treated as an Unencumbered Asset, provided that if the Fusepoint Owner shall at any time (x) fail to be a direct Subsidiary of the Borrower or a
Guarantor or (y) fail to hold title to the Fusepoint Asset for the sole use, benefit and advantage of the Borrower or a Guarantor, all as set forth in the Fusepoint Owner’s Declaration of Trust, then, in either such case, the Asset Value
attributable to the Fusepoint Asset shall be zero. 
 (iv) Certified copies of the resolutions of the Board of
Directors, general partner or managing member, as applicable, of each Loan Party and of each general partner or managing member (if any) of each Loan Party approving the transactions contemplated by the Loan Documents and each Loan Document to which
it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Loan Documents and each Loan Document to
which it is or is to be a party. 
 (v) A copy of a certificate of the Secretary of State (or equivalent
authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such
certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such
Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited
partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) to the extent
available, such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly
incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation. 

(vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan
Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed
would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or
managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such
certificate. 
  

 57 







 (vii) A certificate of each Loan Party and of each general partner or
managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner
or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive
documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or
other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit,
(C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws
of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations
and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that
constitutes a Default. 
 (viii) A certificate of the Secretary or an Assistant Secretary of each Loan Party (or
Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Loan Party, or of the
general partner or managing member of such Loan Party, authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. 

(ix) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties
shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements
and other arrangements with employees, audited Consolidated annual financial statements for the year ending December 31, 2006 of the Parent Guarantor, interim financial statements dated the end of the most recent fiscal quarter for which
financial statements are available (or, in the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the Initial Extension of Credit).

 (x) Evidence of insurance (which may consist of binders or certificates of insurance with respect to the
blanket policies of insurance maintained by the Loan Parties with respect to property, commercial general liability and terrorism risks) with such responsible and reputable insurance companies or associations, and in such amounts and covering such
risks, as is reasonably satisfactory to the Lender Parties. 
 (xi) An opinion of Latham & Watkins LLP,
counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. 
  

 58 







 (xii) An opinion of Venable LLP, Maryland counsel for the Loan Parties, in
form and substance satisfactory to the Administrative Agent. 
 (xiii) An opinion of Haynes and Boone, LLP, Texas
counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent. 
 (xiv) An opinion
of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent. 

(xv) A breakage indemnity letter agreement executed by the Borrower in form and substance satisfactory to the
Administrative Agent. 
 (xvi) A Notice of Borrowing or Notice of Issuance, as applicable, and an Unencumbered
Assets Certificate relating to the Initial Extension of Credit. 
 (b) The Lender Parties shall be satisfied with
the corporate and legal structure and capitalization of each Loan Party and its Subsidiaries, including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of them.

 (c) The Lender Parties shall be satisfied that all Existing Debt (including, without limitation, all Debt
under the Existing Credit Agreement other than the Existing Letters of Credit), other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and
conditions satisfactory to the Lender Parties. 
 (d) Before and after giving effect to the transactions
contemplated by the Loan Documents, there shall have occurred no material adverse change in the business, condition (financial or otherwise) results of operations or prospects of the Parent Guarantor, the Borrower or the Borrower and its
Subsidiaries taken as a whole since December 31, 2006. 
 (e) There shall exist no action, suit,
investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other
than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions
contemplated thereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. 

(f) All material governmental and third party consents and approvals necessary in connection with the transactions
contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment
of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. 

(g) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lender Parties and all reasonable,
out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent, subject to the terms of the Fee Letter). 

 

 59 







 SECTION 3.02. Conditions Precedent to Each Borrowing, Issuance, Renewal, Commitment
Increase and Extension. (a) The obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Lender pursuant to
Section 2.02(b)) on the occasion of each Borrowing (including the initial Borrowing), the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, the extension of Commitments
pursuant to Section 2.16, a Commitment Increase pursuant to Section 2.18 and the right of the Borrower to request a Swing Line Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing, issuance,
renewal, extension or increase the following statements shall be true and the Administrative Agent shall have received for the account of such Lender, the Swing Line Bank or such Issuing Bank (x) an Unencumbered Assets Certificate dated the
date of such Borrowing, issuance, renewal, extension or increase and (y) a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing, issuance, renewal, extension or increase, stating that: 

(i) the representations and warranties contained in each Loan Document are true and correct on and as of such date, before
and after giving effect to (A) such Borrowing, issuance, renewal, extension or increase and (B) in the case of any Borrowing, issuance or renewal, the application of the proceeds therefrom, as though made on and as of such date (except to
the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date)); 

(ii) no Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing,
issuance, renewal, extension or increase or (B) in the case of any Borrowing or issuance or renewal, from the application of the proceeds therefrom; and 

(iii) for each Revolving Credit Advance or Swing Line Advance made by the Swing Line Bank or issuance or renewal of any
Letter of Credit, (A) 70% of the Total Unencumbered Asset Value equals or exceeds the Unsecured Debt that will be outstanding after giving effect to such Advance, issuance or renewal, respectively, and (B) before and after giving effect to
such Advance, issuance or renewal, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04, together with supporting information in form satisfactory to the Administrative Agent showing the computations used in
determining compliance with such covenants; 
 and (b) the Administrative Agent shall have received such other approvals, opinions or
documents as any Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy of the Loan Parties’ representations and warranties contained in the Loan Documents, (ii) the Loan
Parties’ timely compliance with the terms, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to
perform their Obligations. 
 SECTION 3.03. Determinations Under Section 3.01. For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender Party shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to the Lender Parties unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender Party prior to the Initial Extension of
Credit specifying its objection thereto and, if the Initial Extension of Credit consists of a Borrowing, such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowing.

  

 60 







 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

SECTION 4.01. Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows: 

(a) Each Loan Party and each general partner or managing member, if any, of each Loan Party (i) is a corporation,
limited liability company or partnership duly incorporated, organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, (ii) is duly qualified and in good
standing as a foreign corporation, limited liability company or partnership in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to
so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership power and authority (including, without limitation, all governmental
licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Parent Guarantor is organized in conformity with the requirements for qualification
as a REIT under the Internal Revenue Code, and its method of operation enables it to meet the requirements for qualification and taxation as a REIT under the Internal Revenue Code. All of the outstanding Equity Interests in the Parent Guarantor have
been validly issued, are fully paid and non-assessable, all of the general partner Equity Interests in the Borrower are owned by the Parent Guarantor, and all such general partner Equity Interests are owned by the Parent Guarantor free and clear of
all Liens. 
 (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries
of each Loan Party, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation, organization or formation, the number of shares (or the equivalent thereof) of each class of its Equity Interests authorized, and
the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the number of shares (or the equivalent thereof) covered by all outstanding options,
warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and, to the extent owned by
such Loan Party or one or more of its Subsidiaries, are owned by such Loan Party or Subsidiaries free and clear of all Liens (other than Liens on Equity Interests in Property-Level Subsidiaries securing Non-Recourse Debt permitted under
Section 5.02(b)(ii)(G)). 
 (c) The execution and delivery by each Loan Party and of each general partner or
managing member (if any) of each Loan Party of each Loan Document to which it is or is to be a party, and the performance of its obligations thereunder, and the consummation of the transactions contemplated by the Loan Documents, are within the
corporate, limited liability company or partnership powers of such Loan Party, general partner or managing member, have been duly authorized by all necessary corporate, limited liability company or partnership action, and do not (i) contravene
the charter or bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of
the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any
Material Contract binding on or affecting any Loan Party or any of its Subsidiaries or any of their properties, or any general partner or managing member of any Loan Party or (iv) result in or require the creation or imposition of any Lien upon
or with respect to any 
  

 61 







 
of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or in breach of any such Material Contract, the violation or breach of which would be reasonably likely to have a Material Adverse Effect. 

(d) Except as otherwise set forth on Schedule 4.01(d), no authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by any Loan Party or any general partner or managing member of any Loan Party of
any Loan Document to which it is or is to be a party or for the consummation of the transactions contemplated by the Loan Documents and the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents, except for
authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect. 

(e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and
delivered by each Loan Party and general partner or managing member (if any) of each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan
Party and general partner or managing member (if any) of each Loan Party party thereto, enforceable against such Loan Party, general partner or managing member, as the case may be, in accordance with its terms, except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. 

(f) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries
or any general partner or managing member (if any) of any Loan Party, including any Environmental Action, pending or, to any Loan Party’s knowledge, threatened before any court, governmental agency or arbitrator that (i) could reasonably
be expected to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) could reasonably be expected to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions
contemplated by the Loan Documents, and there has been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries or any general partner or managing member (if any) of any Loan Party, of the Disclosed
Litigation from that described on Schedule 4.01(f) hereto. 
 (g) The Consolidated balance sheet of the
Parent Guarantor and its Subsidiaries as at December 31, 2006 and the related Consolidated statement of income and Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by
an unqualified opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Parent Guarantor as at June 30, 2007, and the related Consolidated statement of income and Consolidated statement of cash flows of the
Parent Guarantor and its Subsidiaries for the six months then ended, copies of which have been furnished to each Lender Party, fairly present, subject, in the case of such balance sheet as at June 30, 2007, and such statements of income and
cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Parent Guarantor and its Subsidiaries as at such dates and the Consolidated results of operations of the Parent Guarantor and its
Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and since December 31, 2006, there has been no Material Adverse Change. 

 

 62 







 (h) The Consolidated forecasted balance sheets, statements of income and
statements of cash flows of the Parent Guarantor and its Subsidiaries most recently delivered to the Lender Parties pursuant to Section 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair
in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent Guarantor’s best estimate of its future financial performance. 

(i) Neither the Information Memorandum nor any other information, exhibit or report furnished by or on behalf of any Loan
Party to the Administrative Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements made therein not misleading. 
 (j) No Loan Party is engaged in
the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock. 
 (k) Neither any Loan Party nor any of its Subsidiaries nor
any general partner or managing member of any Loan Party, as applicable, is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as amended. Without limiting the generality of the foregoing, each Loan Party and each of its Subsidiaries and each general partner or managing member of any Loan Party,
as applicable: (i) is primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of (A) investing, reinvesting, owning, holding or trading in securities or (B) issuing
face-amount certificates of the installment type; (ii) is not engaged in, does not propose to engage in and does not hold itself out as being engaged in the business of (A) investing, reinvesting, owning, holding or trading in securities
or (B) issuing face-amount certificates of the installment type; (iii) does not own or propose to acquire investment securities (as defined in the Investment Company Act of 1940, as amended) having a value exceeding forty percent
(40%) of the value of such company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis; (iv) has not in the past been engaged in the business of issuing face-amount certificates of the
installment type; and (v) does not have any outstanding face-amount certificates of the installment type. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by
the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. 

(l) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease
or other agreement or instrument or subject to any charter, corporate, partnership, membership or other governing restriction that would be reasonably likely to have a Material Adverse Effect (absent a material default under a Material Contract).

 (m) Each of the Assets listed on Schedule II hereto satisfies all Unencumbered Asset Conditions, except to the
extent as otherwise set forth herein or waived in writing by the Required Lenders. The Loan Parties are the legal and beneficial owners of the Unencumbered Assets free and clear of any Lien, except for the Liens permitted under the Loan Documents.

  

 63 







 (n) Set forth on Schedule 4.01(n) hereto is a complete and accurate
list of all Existing Debt (other than Surviving Debt) having a principal amount of at least $1,000,000, showing as of the date hereof the obligor and the principal amount outstanding thereunder. 

(o) Set forth on Schedule 4.01(o) hereto is a complete and accurate list of all Surviving Debt of each Loan Party and
its Subsidiaries having a principal amount of at least $1,000,000 and showing as of such date the obligor and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor. 

(p) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Liens on the property or assets of
any Loan Party or, with respect to Debt for Borrowed Money, any of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such
Subsidiary subject thereto. 
 (q) Set forth on Schedule 4.01(q) hereto is a complete and accurate list of
all material Real Property owned by any Loan Party or any of its Subsidiaries, showing as of the date hereof, and as of each other date such Schedule 4.01(q) is required to be supplemented pursuant to Section 5.03(i), the street address,
county or other relevant jurisdiction, state, record owner and book value thereof. Each Loan Party or such Subsidiary has good, marketable and insurable fee simple title to such Real Property, free and clear of all Liens, other than Liens created or
permitted by the Loan Documents. 
 (r) Set forth on Schedule 4.01(r) hereto is a complete and accurate list
of all leases of material Real Property under which any Loan Party or any of its Subsidiaries is the lessee, showing as of the date hereof, and as of each other date such Schedule 4.01(r) is required to be supplemented pursuant to
Section 5.03(i), the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. To the best of each Loan Party’s knowledge, each such lease is the legal, valid and binding
obligation of the lessor thereof, enforceable in accordance with its terms. 
 (s)(i) Except as otherwise set
forth on Part I of Schedule 4.01(s) hereto, the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, there is no past
non-compliance with such Environmental Laws and Environmental Permits that has resulted in any ongoing material costs or obligations or that is reasonably expected to result in any future material costs or obligations, and no circumstances exist
that could be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could reasonably be expected to have a Material Adverse Effect or (B) cause
any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law. 

(ii) Except as otherwise set forth on Part II of Schedule 4.01(s) hereto, none of the properties currently or formerly
owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or any analogous foreign, state or local list or is adjacent to any such property; there are no and never have been any underground or above
ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently or formerly owned or operated by any Loan Party or any
of its Subsidiaries that is reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or

  

 64 







 
any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of its
Subsidiaries. 
 (iii) Except as otherwise set forth on Part III of Schedule 4.01(s) hereto, neither any Loan
Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened
release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous
Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to
result in material liability to any Loan Party or any of its Subsidiaries. 
 (t) Each Loan Party and each
Subsidiary is in compliance with the requirements of all Laws (including, without limitation, the Securities Act and the Securities Exchange Act, and the applicable rules and regulations thereunder, state securities law and “Blue Sky”
laws) applicable to it and its business, where the failure to so comply could reasonably be expected to have a Material Adverse Effect. 

(u) Neither the business nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire,
explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected to have a Material
Adverse Effect. 
 (v) Each Loan Party has, independently and without reliance upon the Administrative Agent or
any other Lender Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement (and in the case of the Guarantors, to give the guaranty under this Agreement)
and each other Loan Document to which it is or is to be a party, and each Loan Party has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be
completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party. 

(w) Each Loan Party is, individually and together with its Subsidiaries, Solvent. 

(x) No Loan Party has made any extension of credit to any of its directors or executive officers in contravention of any
applicable restrictions set forth in Section 402(a) of Sarbanes-Oxley that has resulted in or could reasonably be expected to result in a Material Adverse Effect. 

(y) Set forth on Part A of Schedule 4.01(y) hereto is a complete and accurate list of all Excluded Subsidiaries and their
respective Excluded Subsidiary Agreements (if any) existing on the date hereof. 
 (z)(i) No ERISA Event has
occurred or is reasonably expected to occur with respect to any Plan that has resulted in or could reasonably be expected to result in a Material Adverse Effect. 

(ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which
have been filed with the Internal Revenue Service, is 
  

 65 







 
complete and accurate in all material respects and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no change in such funding status that has
result in or could reasonably be expected to result in a Material Adverse Effect. 
 (iii) Neither any Loan Party
nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan, except as would not reasonably be expected to result in a Material Adverse Effect. 

(iv) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in
each case, except as would not reasonably be expected to result in a Material Adverse Effect. 
 ARTICLE V 

COVENANTS OF THE LOAN PARTIES 

SECTION 5.01. Affirmative Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, each Loan Party will: 

(a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with
all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970; provided,
however, that the failure to comply with the provisions of this Section 5.01(a) shall not constitute a default hereunder so long as such non-compliance is the subject of a Good Faith Contest. 

(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the
same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided,
however, that neither the Loan Parties nor any of their Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is the subject of a Good Faith Contest, unless and until any Lien resulting therefrom
attaches to its property and becomes enforceable against its other creditors. 
 (c) Compliance with
Environmental Laws. Comply, and cause each of its Subsidiaries to comply, and to take commercially reasonably steps to ensure that all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all
applicable Environmental Laws and Environmental Permits, except where such non-compliance could not reasonably expected to result in a Material Adverse Effect; obtain and renew and cause each of its Subsidiaries to obtain and renew all Environmental
Permits necessary for its operations and properties, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study,
sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws, except where
failure to do the same could not reasonably be expected to result in a Material Adverse Effect; provided, however, that neither the Loan Parties nor any of their Subsidiaries shall be required to undertake any such cleanup, removal, remedial
or other action to the extent that its obligation to do so is the subject of a Good Faith Contest. 
  

 66 







 (d) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same
general areas in which such Loan Party or such Subsidiaries operate. 
 (e) Preservation of Partnership or
Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence (corporate or otherwise), legal structure, legal name, rights (charter and statutory), permits, licenses, approvals,
privileges and franchises, except, in the case of Subsidiaries of the Borrower only, if in the reasonable business judgment of such Subsidiary it is in its best economic interest not to preserve and maintain such rights or franchises and such
failure to preserve such rights or franchises is not reasonably likely to result in a Material Adverse Effect (it being understood that the foregoing shall not prohibit, or be violated as a result of, any transactions by or involving any Loan Party
or Subsidiary thereof otherwise permitted under Section 5.02(d) or (e) below). 
 (f) Visitation
Rights. At any reasonable time and from time to time, permit the Administrative Agent, or any agent or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of,
any Loan Party and any of its Subsidiaries, and to discuss the affairs, finances and accounts of any Loan Party and any of its Subsidiaries with any of their general partners, managing members, officers or directors. 

(g) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in
which full and correct entries shall be made of all financial transactions and the assets and business of such Loan Party and each such Subsidiary in accordance with GAAP. 

(h) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted and will from time to time make or cause to be made all appropriate repairs, renewals and
replacement thereof except where failure to do so would not have a Material Adverse Effect. 
 (i)
Transactions with Affiliates and Excluded Subsidiaries. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates (other than transactions exclusively
among or between the Loan Parties) or with any Excluded Subsidiary on terms that are fair and reasonable and no less favorable to such Loan Party or such Subsidiary than it would obtain at the time in a comparable arm’s-length transaction with
a Person not an Affiliate. 
 (j) Covenant to Guarantee Obligations. Each applicable Loan Party shall, in
each case at its expense: 
 (i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise
becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of

  

 67 







 
Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan
Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the
agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in
respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary. 

(ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign
Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default
under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under
Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a
“Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty
Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents,
provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts
such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver
to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite
the name of such Limited Subsidiary. 
 (iii) Upon the request by the Borrower that any Asset (a
“Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense: 

(A) within 10 days after such request, furnish to the Administrative Agent the following items: 

(1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset,

 (2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming
that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty 

 

 68 







 
event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (v) such Asset satisfies all
Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise
consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule
4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the
projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years, 

(3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both
immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower
delivered to the Administrative Agent prior to such addition demonstrating such compliance, 
 (4) a current
record owner and lien search performed by a title insurer reasonably acceptable to the Administrative Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted
Liens, 
 (5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset,
provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth
in this Section 5.01(j)(iii), and 
 (6) in the case of any Proposed Unencumbered Asset that is a
Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected
operating statements for such Redevelopment Asset or Development Asset, as applicable; 
 provided, however, that,
notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long
as the Required Lenders shall have expressly consented to the addition of such Asset as an Unencumbered Asset notwithstanding such failure; and 
  

 69 







 (B) as promptly as possible, furnish to the Administrative Agent such other
approvals or documents as any Lender Party through the Administration Agent may reasonably request. 
 (k)
Further Assurances. Promptly upon request by the Administrative Agent, or any Lender Party through the Administrative Agent, correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment,
filing or recordation thereof. 
 (l) Performance of Material Contracts. Perform and observe in all
material respects all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce in all material respects each such Material Contract in accordance
with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and
requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so. 

(m) Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all
leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled,
except, in the case of Subsidiaries of the Borrower only, if in the reasonably business judgment of such Subsidiary it is in its best economic interest not to maintain such lease or prevent such lapse, termination, forfeiture or cancellation and
such failure to maintain such lease or prevent such lapse, termination, forfeiture or cancellation is not in respect of a Qualifying Ground Lease for an Unencumbered Asset and is not otherwise reasonably likely to result in a Material Adverse
Effect, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so. 

(n) Interest Rate Hedging. Enter into within 30 days after the Closing Date, and maintain at
all times thereafter, interest rate Hedge Agreements (i) with Persons reasonably acceptable to the Administrative Agent, (ii) providing either an interest-rate swap for a fixed rate of interest reasonably acceptable to the Administrative
Agent or an interest-rate cap at an interest rate reasonably acceptable to the Administrative Agent, (iii) covering a notional amount equal to the amount, if any, by which
(A) 66  2/3% of Consolidated Debt for
Borrowed Money of the Parent and its Subsidiaries exceeds (B) all Consolidated Debt for Borrowed Money of the Parent and its Subsidiaries then accruing interest at a fixed rate acceptable to the Administrative Agent and
(iv) otherwise on terms and conditions reasonably acceptable to the Administrative Agent. 
 (o)
Maintenance of REIT Status. In the case of the Parent Guarantor, at all times, conduct its affairs and the affairs of its Subsidiaries in a manner so as to continue to qualify as a REIT and elect to be treated as a REIT under all applicable
laws, rules and regulations. 
 (p) NYSE Listing. In the case of the Parent Guarantor, at all times cause
its common shares to be duly listed on the New York Stock Exchange or other national stock exchange. 
 (q)
Sarbanes-Oxley. Comply at all times with all applicable provisions of Section 402(a) of Sarbanes-Oxley, except where the failure to so comply could not reasonably be expected to result in a Material Adverse Effect. 

 

 70 







 (r) Certain Excluded Subsidiaries. After the Closing Date,
(i) use best efforts to obtain such consents of lenders as may be required to permit those Subsidiaries (other than a Foreign Subsidiary) presently designated as Excluded Subsidiaries solely on the basis of restrictive provisions in their
charters to become Guarantors hereunder, and (ii) within 10 days after obtaining any such required consents, (x) cause the applicable Subsidiary to execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the
form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, and (y) deliver or cause the applicable
Subsidiary to deliver an amended Schedule 4.01(y) that no longer lists such Subsidiary as an Excluded Subsidiary. 
 SECTION
5.02. Negative Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, no Loan
Party will, at any time: 
 (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its
Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or
permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement (other than such financing statements filed solely as a precaution in respect of true leases entered in
the ordinary course of business) that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party
thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective
Subsidiaries: 
 (i) Permitted Liens; 

(ii) Liens described on Schedule 4.01(p) hereto; 

(iii) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the
ordinary course of business to secure the purchase price of such equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at
the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided,
however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended,
renewed or replaced; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iii) shall not exceed the amount permitted under Section 5.02(b)(ii)(B) at any time outstanding;

 (iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(ii)(C),
provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases; 

(v) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any
Loan Party or any Subsidiary of any Loan Party 
  

 71 







 
or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other
than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or acquired by such Loan Party or such Subsidiary; 

(vi) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(ii)(G); 

(vii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (v) above upon or in the
same property theretofore subject thereto or the replacement, extension or renewal of the Debt secured thereby; and 

(viii) other Liens incurred in the ordinary course of business with respect to obligations in an amount not to exceed
$3,000,000 in the aggregate at any time. 
 (b) Debt. Create, incur, assume or suffer to exist, or permit
any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: 
 (i)(y) in the case of
any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms
acceptable to the Administrative Agent and (2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated
to the Obligations of the Loan Parties under the Loan Documents, and (z) in the case of any Excluded Subsidiary, Debt owed to any other Excluded Subsidiary; 

(ii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, 

(A) Debt under the Loan Documents, 

(B) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $7,500,000 at any time
outstanding, 
 (C)(1) Capitalized Leases (other than with respect to Real Property) not to exceed in the
aggregate $25,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in
clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, 

(D) [intentionally omitted], 

(E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange
rates incurred in the ordinary course of business and consistent with prudent business practice, 
 (F)
Unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $25,000,000 at any one time outstanding, and 

 

 72 







 (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share
of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; 

(iii) In the case of the Parent Guarantor or any of its Subsidiaries: 

(A) Debt under Customary Carve-Out Agreements, 

(B) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding, or
refinancing such Surviving Debt, and 
 (C) Recourse Debt (whether secured or unsecured) in an amount not to
exceed in the aggregate (1) 20% of Total Asset Value plus (2) the Facility amount; provided, however, that any recourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted
under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB-/Baa3 or better, then the Parent Guarantor and its
Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by the Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 5.04;

 (iv) in the case of the Parent Guarantor, Debt under the Loan Documents; and 

(v) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of
business. 
 (c) Change in Nature of Business. Engage in, or permit any of its Subsidiaries to engage in,
any material new line of business different from those lines of business conducted by the Borrower or any of its Subsidiaries on the Effective Date (after giving effect to the transactions contemplated by the Loan Documents), including the
ownership, acquisition, development, construction, rental and management of Real Property (including all Assets), and activities substantially related, necessary or incidental thereto 

(d) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in
one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so; provided, however, that (i) any
Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of a Loan Party (provided that if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity) or
any other Loan Party (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long
as such Loan Party or another Loan Party is the surviving entity, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other
provision of this Agreement, (y) any Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate 

 

 73 







 
or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the assets or proceeds from the liquidation or dissolution
of such Subsidiary are transferred to the Borrower or any Subsidiary thereof, which Subsidiary shall be a Loan Party if the Subsidiary being liquidated or dissolved is a Loan Party, provided that no Default or Event of Default shall have
occurred and be continuing at the time of such proposed transaction or would result therefrom, and (z) any Loan Party or Subsidiary of a Loan Party shall be permitted to effect any Transfer of Unencumbered Assets through the sale or transfer of
the direct or indirect Equity Interests in the Subsidiary of such Loan Party that owns such Unencumbered Assets so long as Section 5.02(e) would otherwise permit the Transfer of all Unencumbered Assets owned by such Subsidiary at the time of
such sale or transfer of such Equity Interests. Upon the sale or transfer of Equity Interests in any Subsidiary or Subsidiaries of a Loan Party permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower,
release such Subsidiary or Subsidiaries from the Guaranty. 
 (e) Sales, Etc. of Assets. (i) In the
case of the Parent Guarantor, sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell,
lease (other than enter into Tenancy Leases), transfer or otherwise dispose of, or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its
Subsidiaries to sell, lease (other than pursuant to a Tenancy Lease), transfer or otherwise dispose of, or grant any option or other right to purchase, lease (other than an option or other right to enter into a Tenancy Lease) or otherwise acquire
(each action described in clause (ii) of this subsection (e) being a “Transfer”), any Unencumbered Asset or Unencumbered Assets (or any direct or indirect Equity Interests in the owner thereof) other than the
following Transfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom: 

(A) the Transfer of any Unencumbered Asset or Unencumbered Assets from any Loan Party to another Loan Party or from a
Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party, and 
 (B) the
Transfer of any Unencumbered Asset or Unencumbered Assets to any Person, or the designation of an Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such
Unencumbered Asset or Unencumbered Assets, upon consummation of such Transfer or upon such designation, shall no longer constitute an Unencumbered Asset or Unencumbered Assets for purposes of this Agreement, provided that (x) the
remaining Unencumbered Assets continue to satisfy all Unencumbered Asset Conditions and (y) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately before and on a pro forma basis
immediately after giving effect to such Transfer, provided further that compliance with the foregoing proviso shall be evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of
the Borrower delivered to the Administrative Agent prior to the date of such Transfer demonstrating such compliance, together with supporting information in detail reasonably satisfactory to the Administrative Agent. 

If, at any time after the designation in accordance with the foregoing clause (B) of all Unencumbered Assets of any Property-Level
Subsidiary as non-Unencumbered Assets, such Subsidiary shall incur any Debt not prohibited by Section 5.02(b) pursuant to an agreement that 

 

 74 







 
could qualify as an Excluded Subsidiary Agreement hereunder, (i) the Administrative Agent shall, upon the request of the Borrower, release such Subsidiary (and any other Subsidiary related
thereto to the extent reasonably requested by the Borrower) from the Guaranty, (ii) such Subsidiary or Subsidiaries shall constitute Excluded Subsidiaries hereunder and such agreement shall constitute an Excluded Subsidiary Agreement hereunder,
and (iii) the Borrower shall, or cause such Excluded Subsidiaries to, promptly deliver to the Administrative Agent (x) a copy of such Excluded Subsidiary Agreement in respect of such Debt and (y) an amended Schedule 4.01(y) that sets
forth such Excluded Subsidiary Agreement opposite the name of such Excluded Subsidiaries. 
 (f) Investments
in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than: 

(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and
additional Investments in Subsidiaries (including, without limitation, Investments comprised of loans or equity contributions to Excluded Subsidiaries or loans or equity contributions by one Excluded Subsidiary to another Excluded Subsidiary) and,
in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in
Section 5.02(f)(iv); 
 (ii) Investments in Cash Equivalents; 

(iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i); 

(iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without
duplication, of all Investments described in this subsection does not exceed, at any time, 35% of Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified
percentage of Total Asset Value set forth below: 
 (A) Investments in Redevelopment Assets and Development
Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of all such Investments in Redevelopment Assets and Development
Assets, calculated on the basis of actual cost, does not at any time exceed 25.0% of Total Asset Value at such time; provided, however, that the limitations set forth in this clause (A) shall not apply to any Redevelopment Asset or
Development Asset that is 85% pre-leased pursuant to duly executed Tenancy Leases and all completion and performance guarantees pertaining to such Asset are reasonably satisfactory to the Administrative Agent, 

(B) Investments in undeveloped land (including undeveloped land that such Person has contracted to purchase with or
without options to terminate the purchase agreement), so long as the aggregate amount of all such Investments in undeveloped land, calculated on the basis of actual cost, does not at any time exceed 10.0% of Total Asset Value at such time, and

  

 75 







 (C) Investments in Joint Ventures of any Loan Party or its Subsidiaries so
long as the aggregate amount of such Investments outstanding does not at any time exceed 25% of Total Asset Value of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time; 

(v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(ii)(E); 

(vi) To the extent permitted by applicable law, advances to officers, directors and employees of any Loan Party or any
Subsidiary of any Loan Party in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes; 

(vii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from
the grant of trade credit extended in the ordinary course of business in an aggregate amount not to exceed $10,000,000; and 

(viii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to
the extent reasonably necessary in order to prevent or limit loss. 
 (g) Restricted Payments. In the case
of the Parent Guarantor, declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the
equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such; provided, however, that the Parent
Guarantor may declare and pay dividends or make other distributions of common stock or cash or purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests, in each case only (i) so long as no Event of Default
under Sections 6.01(a), (c) or (e) shall have occurred and be continuing, (y) in an aggregate amount not to exceed during any four consecutive fiscal quarters of the Parent Guarantor 95% of Funds From Operations for such four fiscal
quarter period, or (z) as may otherwise be required to avoid the imposition of income or excise taxes on the Parent Guarantor, and (ii) as may be required to comply with Section 5.01(o). 

(h) Amendments of Constitutive Documents. Amend, in each case in any material respect, its limited liability
company agreement, certificate of incorporation or bylaws or other constitutive documents, provided that any amendment to any such constitutive document that would be adverse to any of the Lender Parties shall be deemed “material”
for purposes of this Section; and provided further that any amendment to any such constitutive document that would designate such Loan Party as a “special purpose entity” or otherwise confirm such Loan Party’s status as a
“special purpose entity” shall be deemed “not material” for purposes of this Section. 
 (i)
Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in (i) accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles, or
(ii) Fiscal Year. 
 (j) Speculative Transactions. Engage, or permit any of its Subsidiaries to
engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions. 
  

 76 







 (k) Payment Restrictions Affecting Subsidiaries. Directly or
indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect
of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset
transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt
permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the
Administrative Agent; (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower,
(v) any Excluded Subsidiary Agreement, and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the
Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e). 

(l) Amendment, Etc. of Material Contracts. Cancel or terminate any Material Contract or consent to or accept any
cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment,
modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would materially impair the value of the interest or rights of any Loan Party thereunder or that would
impair or otherwise materially adversely affect the interest or rights of the Administrative Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing. 

(m) Negative Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to
exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets (including, without limitation, any Unencumbered Assets), except (i) pursuant to the Loan Documents, (ii) pursuant
to any Excluded Subsidiary Agreement, (iii) as set forth in Article 11 of the Fifth Amended and Restated Agreement of Limited Partnership of the Borrower, as in effect on the date hereof (or any substantially similar provisions in any
subsequent amendment thereof, to the extent such amendment is permitted under the Loan Documents), or (iv) in connection with (A) any Surviving Debt and any Refinancing Debt extending, refunding or refinancing such Surviving Debt,
(B) any purchase money Debt permitted by Section 5.02(b)(ii)(B) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Capitalized
Lease permitted by Section 5.02(b)(ii)(C) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (D) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so
long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower), or (E) any Debt permitted under Section 5.02(b)(iii)(C). 

(n) Parent Guarantor as Holding Company. In the case of the Parent Guarantor, not enter into or conduct any
business, or engage in any activity (including, without limitation, any action or transaction that is required or restricted with respect to the Borrower and its Subsidiaries under Sections 5.01 and 5.02 without regard to any of the enumerated
exceptions to such covenants), other than (i) the holding of the Equity Interests of the Borrower; (ii) the performance of its duties 

 

 77 







 
as general partner of the Borrower; (iii) the performance of its Obligations (subject to the limitations set forth in the Loan Documents) under each Loan Document to which it is a party;
(iv) the making of equity Investments in the Borrower and its Subsidiaries, provided each such Investment (A) shall be on terms acceptable to the Administrative Agent and (B) shall be evidenced by stock certificates, promissory
notes or instruments in form and substance satisfactory to the Administrative Agent; (v) maintenance of any deposit accounts required in connection with the conduct by the Parent Guarantor of business activities otherwise permitted under the
Loan Documents; (vi) engaging in any activity necessary or desirable to continue to qualify as a REIT and (vii) activities incidental to each of the foregoing. 

(o) Excluded Subsidiaries. Enter into or suffer to exist, or permit any Excluded Subsidiary (other than a Foreign
Subsidiary) to enter into or suffer to exist, any agreement prohibiting or conditioning (i) the guaranty by such Excluded Subsidiary of the Obligations of the Loan Parties under the Loan Documents or (ii) the creation or assumption of any
Lien upon any of such Excluded Subsidiary’s property or assets, except (x) as would be permitted under Section 5.02(m) or 5.01(e), (y) pursuant to an Excluded Subsidiary Agreement in effect on the later of the Effective Date and
the date on which such Excluded Subsidiary becomes a Subsidiary of such Loan Party or (z) in connection with the incurrence by such Excluded Subsidiary (or Subsidiary of the Borrower directly related Subsidiary thereto) of Debt permitted under
Section 5.02(b)(ii)(G) or 5.02(b)(iii)(C). 
 SECTION 5.03. Reporting Requirements. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will furnish to the Administrative Agent for transmission
to the Lender Parties in accordance with Section 9.02(b): 
 (a) Default Notice. As soon as possible
and in any event within three days after a Responsible Officer obtains knowledge of the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect, in each case, if continuing on the date
of such statement, a statement of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor setting forth details of such Default or such event, development or occurrence and the action that the Parent Guarantor has taken
and proposes to take with respect thereto. 
 (b) Annual Financials. As soon as available and in any event
within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Subsidiaries, including therein Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end
of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent
Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by an opinion reasonably acceptable to the Administrative Agent of KPMG LLP or other independent public accountants of
recognized standing reasonably acceptable to the Administrative Agent, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent Guarantor and its
Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default with respect to Section 5.04 has occurred and is continuing,
or if, in the opinion of such accounting firm, a Default with respect to Section 5.04 has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the
computations used by such accountants in determining, as of the end of such Fiscal Year, 
  

 78 







 
compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor
shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer (or other Responsible
Officer performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has
taken and proposes to take with respect thereto. 
 (c) Quarterly Financials. As soon
as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated statements of
income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income
and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer (or other Responsible Officer
performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent Guarantor with the Securities and Exchange Commission shall
satisfy the foregoing requirements), together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action
that the Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the
covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with
Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, provided further, that items that would otherwise be required to be furnished pursuant to this Section 5.03(c) prior to the
45th day after the Closing Date shall be furnished on or
before the 45th day after the Closing Date. 

(d) Unencumbered Assets Certificate. As soon as available and in any event within (i) 45 days after the end of
each of the first three quarters of each Fiscal Year and (ii) 70 days after the end of the fourth quarter of each Fiscal Year, an Unencumbered Assets Certificate, as at the end of such quarter, certified by the Chief Financial Officer (or other
Responsible Officer performing similar functions) of the Parent Guarantor. 
 (e) Unencumbered Assets
Financials. As soon as available and in any event within (i) 45 days after the end of each of the first three quarters of each Fiscal Year and (ii) 70 days after the end of the fourth quarter of each Fiscal Year, financial information
in respect of all Unencumbered Assets, in form and detail satisfactory to the Administrative Agent. 
 (f)
Annual Budgets. As soon as available and in any event no later than 90 days after the end of each Fiscal Year, forecasts prepared by management of the Parent Guarantor, in form satisfactory to the Administrative Agent, of balance sheets,
income statements and cash flow statements on a monthly basis for the then current Fiscal Year and on an annual basis for each Fiscal Year thereafter until the Termination Date. 

 

 79 







 (g) Material Litigation. Promptly after the commencement thereof,
notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of
the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that
described on Schedule 4.01(f) hereto. 
 (h) Securities Reports. Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements and reports that any Loan Party or any of its Subsidiaries sends to the holders of its Equity Interests, and copies of all regular, periodic and special reports, and all registration
statements, that any Loan Party or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or with any national securities exchange. 

(i) Real Property. As soon as available and in any event within 90 days after the end of each Fiscal Year, a report
supplementing Schedules 4.01(q) and 4.01(r) hereto, including an identification of all owned and leased real property disposed of by any Loan Party or any of its Subsidiaries during such Fiscal Year, a list and description (including the street
address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all Real Property acquired or leased by any Loan Party
or any of its Subsidiaries during such Fiscal Year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete. 

(j) Assets Report. As soon as available and in any event within 90 days after the end of each quarter of each
Fiscal Year, a report listing all Assets of the Parent Guarantor and its Subsidiaries as of the end of such quarter in form and substance reasonably satisfactory to the Administrative Agent. 

(k) Environmental Conditions. Give notice in writing to the Administrative Agent (i) promptly upon a
Responsible Officer of a Loan Party obtaining knowledge of any material violation of any Environmental Law affecting any Asset or the operations thereof or the operations of any of its Subsidiaries, (ii) promptly upon obtaining knowledge of any
known release, discharge or disposal of any Hazardous Materials at, from, or into any Asset which it reports in writing or is reportable by it in writing to any governmental authority and which is material in amount or nature or which could
reasonably be expected to materially adversely affect the value of such Asset, (iii) promptly upon a Loan Party’s receipt of any notice of material violation of any Environmental Laws or of any material release, discharge or disposal of
Hazardous Materials in violation of any Environmental Laws or any matter that may result in an Environmental Action, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal,
state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) such Loan Party’s or any other Person’s operation of any Asset,
(B) contamination on, from or into any Asset, or (C) investigation or remediation of off-site locations at which such Loan Party or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Materials, or
(iv) upon a Responsible Officer of such Loan Party obtaining knowledge that any expense or loss has been incurred by such governmental authority in connection with the assessment, containment, removal or remediation of any Hazardous Materials
with respect to which such Loan Party or any Joint Venture may be liable or for which a Lien may be imposed on any Asset, provided that any of the events described in clauses (i) through (iv) above would have a Material Adverse
Effect or could reasonably be expected to result in an Environmental Action with respect to any Unencumbered Asset. 
  

 80 







 (l) Unencumbered Asset Conditions. Promptly after discovery by a
Responsible Officer of a Loan Party of any condition or event which causes any of the Assets listed as Unencumbered Assets on Schedule II hereto to no longer comply with the requirements set forth in the definition of Unencumbered Asset Conditions,
provide the Administrative Agent with notice thereof. 
 (m) Other Information. Promptly, such other
information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as the Administrative Agent, or any Lender Party through the Administrative Agent,
may from time to time reasonably request. 
 SECTION 5.04. Financial Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have, at any time after the Initial Extension of Credit, any Commitment hereunder, the Parent Guarantor
will: 
 (a) Parent Guarantor Financial Covenants. 

(i) Maximum Total Leverage Ratio: Maintain (A) at the end of each fiscal quarter of the Parent Guarantor and
(B) on the date of each Advance and the issuance or renewal of any Letter of Credit (both before and after giving effect to such Advance), a Leverage Ratio not greater than 65.0%, provided that the Parent Guarantor shall have a one-time
right to maintain a Leverage Ratio of greater than 65.0% but less than 70.0% for up to two consecutive fiscal quarters of the Parent Guarantor during the term of the Facilities. 

(ii) Minimum Fixed Charge Coverage Ratio. Maintain (A) at the end of each fiscal quarter of the Parent
Guarantor and (B) on the date of each Advance (both before and after giving effect to such Advance), a Fixed Charge Coverage Ratio of not less than 1.40:1.00. 

(iii) Maximum Secured Debt Leverage Ratio: Maintain (A) at the end of each fiscal quarter of the Parent
Guarantor and (B) on the date of each Advance and the issuance or renewal of any Letter of Credit (both before and after giving effect to such Advance), a Secured Debt Leverage Ratio not greater than 60.0%. 

(iv) Minimum Tangible Net Worth: Maintain at all times an excess of Total Asset Value minus Consolidated Debt, in
each case, of the Parent Guarantor and its Subsidiaries, of not less than the sum of $1,000,000,000 plus an amount equal to 75% of the proceeds of all primary issuances or primary sales of Equity Interests of the Parent Guarantor or the
Borrower consummated after May 31, 2007. 
 (b) Unencumbered Assets Financial Covenants. 

(i) Maximum Unsecured Debt to Total Unencumbered Asset Value: Not permit at any time Unsecured Debt to be greater
than 70% of the Total Unencumbered Asset Value at such time. 
  

 81 







 (ii) Minimum Unencumbered Assets Debt Service Coverage Ratio:
Maintain (A) at the end of each fiscal quarter of the Parent Guarantor and (B) at the time of each Advance (both before and after giving effect to such Advance) an Unencumbered Assets Debt Service Coverage Ratio of not less than 1.50:1.00.

 To the extent any calculations described in Sections 5.04(a) or 5.04(b) are required to be made on any date of determination
other than the last day of a fiscal quarter of the Parent Guarantor, such calculations shall be made on a pro forma basis to account for any acquisitions or dispositions of Assets, and the incurrence or repayment of any Debt for Borrowed
Money relating to such Assets, that have occurred since the last day of the fiscal quarter of the Parent Guarantor most recently ended. All such calculations shall be reasonably acceptable to the Administrative Agent. 

ARTICLE VI 

EVENTS OF DEFAULT 

SECTION 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be
continuing: 
 (a)(i) the Borrower shall fail to pay any principal of any Advance when the same shall become
due and payable or (ii) the Borrower shall fail to pay any interest on any Advance, or any Loan Party shall fail to make any other payment under any Loan Document when due and payable, in each case under this clause (ii) within three
Business Days after the same becomes due and payable; or 
 (b) any representation or warranty made by any Loan
Party (or any of its officers or the officers of its general partner or managing member, as applicable) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made; or 

(c) the Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.14, 5.01(d),
(e), (f), (i), (j), (o), (p) or (q), 5.02, 5.03 or 5.04; or 
 (d) any Loan Party shall fail to perform or
observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after the earlier of the date on which (i) a Responsible Officer becomes
aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender Party; or 

(e)(i) any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other
amount payable in respect of any Material Debt when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Material Debt; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Debt, if (A) the effect of such event or
condition is to permit the acceleration of the maturity of such Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, and (B) such event or condition shall remain unremedied or otherwise uncured for a
period of 30 days; or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required
prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or 

 

 82 







 (f) any Loan Party shall generally not pay its debts as such debts become
due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Loan Party seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is
being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party shall take any corporate action to authorize any of the actions set forth above
in this subsection (f); or 
 (g) any judgments or orders, either individually or in the aggregate, for the
payment of money in excess of $30,000,000 (or the Equivalent thereof in any foreign currency) shall be rendered against any Loan Party or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 45 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided,
however, that any such judgment or order shall not give rise to an Event of Default under this Section 6.01(g) if and so long as (A) the amount of such judgment or order which remains unsatisfied is covered by a valid and binding
policy of insurance between the respective Loan Party and the insurer covering full payment of such unsatisfied amount (subject to customary deductibles) and (B) such insurer, which shall be rated at least “A” by A.M. Best Company,
has been notified, and has not disputed the claim made for payment, of the amount of such judgment or order; or 

(h) any non-monetary judgment or order shall be rendered against any Loan Party or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

 (i) any provision of any Loan Document after delivery thereof pursuant to Section 3.01 or 5.01(j) shall
for any reason (other than pursuant to the terms thereof) cease to be valid and binding on or enforceable in any material respect against any Loan Party party to it, or any such Loan Party shall so state in writing; or 

(j) a Change of Control shall occur; 

(k) any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence of
such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Loan Parties and the ERISA Affiliates related to
such ERISA Event) exceeds $20,000,000; 
 (l) any Loan Party or any ERISA Affiliate shall have been notified by
the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Loan Parties and the ERISA
Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $20,000,000 or requires payments exceeding $5,000,000 per annum; or 
  


 83 







 (m) any Loan Party or any ERISA Affiliate shall have been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Loan
Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans
immediately preceding the plan year in which such reorganization or termination occurs by an amount exceeding $5,000,000; 
 then, and in any
such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances
(other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this
Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower, (B) by notice to each party required under the terms of any agreement in support of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to
be due and payable and (C) by notice to each Issuing Bank, direct such Issuing Bank to deliver a Default Termination Notice to the beneficiary of each Letter of Credit issued by it, and each Issuing Bank shall deliver such Default Termination
Notices; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Bankruptcy Law, (y) the Commitments of each Lender Party and the obligation of each Lender Party to
make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall
automatically be terminated and (z) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower. 
 SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall
have occurred and be continuing, the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.17(e) or otherwise, make demand upon the
Borrower to, and forthwith upon such demand the Borrower will, pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash
Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the L/C Cash Collateral Account are
subject to any right or claim of any Person other than the Administrative Agent and the Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than the aggregate
Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Administrative Agent, as the case may be, determines to be free and clear of any such right and
claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable, to the extent permitted by applicable
law. 
  

 84 







 ARTICLE VII 

GUARANTY 

SECTION 7.01. Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or
in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for
principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each
Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and not merely of collection. 

(b) Each Guarantor, the Administrative Agent and each other Lender Party and, by its acceptance of the benefits of this Guaranty, each
other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the
Guarantors, the Administrative Agent, the other Lender Parties and, by their acceptance of the benefits of this Guaranty, the other Secured Parties hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall
be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. 

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured
Party under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties
under or in respect of the Loan Documents. 
 SECTION 7.02. Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Administrative Agent or any other Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party
under or in respect of this Agreement or the other the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower
or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, 

 

 85 







 
absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

 (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating
thereto; 
 (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the
Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in
the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party or any of their Subsidiaries or otherwise; 

(c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the
Guaranteed Obligations; 
 (d) any manner of application of any assets of any Loan Party or any of its
Subsidiaries, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any assets of any Loan Party or any of its Subsidiaries for all or any of the Guaranteed Obligations or any other
Obligations of any Loan Party under the Loan Documents; 
 (e) any change, restructuring or termination of the
corporate structure or existence of any Loan Party or any of its Subsidiaries; 
 (f) any failure of the
Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter
known to the Administrative Agent or such other Secured Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Secured Party to disclose such information); 

(g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement
(as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or 

(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on
any representation by the Administrative Agent or any other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. 

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. 

SECTION 7.03. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice (except as expressly provided under the Loan Documents) with respect to any of the
Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any
Loan Party or any other Person. 
  

 86 







 (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this
Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based
upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of
such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person and (ii) any defense based on any right of set-off or counterclaim against or in respect of the
Obligations of such Guarantor hereunder. 
 (d) Each Guarantor acknowledges that the Administrative Agent may, without notice to
or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and
the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. 

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured
Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, any other Loan Party or any of their Subsidiaries now or
hereafter known by the Administrative Agent or such other Secured Party. 
 (f) Each Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the other Loan Documents and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation
of such benefits. 
 SECTION 7.04. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to
exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or
in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any
Secured Party against the Borrower, any other Loan Party or any other insider guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or
receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been terminated, all Guaranteed Hedge Agreements shall have expired or been
terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Termination Date and (c) the latest date of expiration or termination of all Letters of Credit and all Guaranteed Hedge Agreements, such amount shall be
received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such 
  


 87 







 
Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the Termination Date shall have occurred and (iv) all Letters of Credit and
all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

 SECTION 7.05. Guaranty Supplements. Upon the execution and delivery by any Person of a Guaranty Supplement,
(i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Agreement to a “Guarantor” or a “Loan Party” shall also mean
and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this
Agreement”, “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Agreement and this Guaranty, and each reference in any other Loan Document to the “Loan Agreement”,
“Guaranty”, “thereunder”, “thereof” or words of like import referring to this Agreement and this Guaranty, shall mean and be a reference to this Agreement and this Guaranty as supplemented by such Guaranty Supplement.

 SECTION 7.06. Indemnification by Guarantors. (a) Without limitation on any other Obligations of any Guarantor or
remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the
Administrative Agent, each other Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of
any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms. 

(b) Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in
contract, tort or otherwise) to any of the Guarantors or any of their respective officers, directors, employees, agents and advisors, and each Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions
contemplated by the Loan Documents. 
 SECTION 7.07. Subordination. (a) Each Guarantor hereby subordinates any and
all debts, liabilities and other Obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this
Section 7.07. 
 (b) Prohibited Payments, Etc. Except during the continuance of an Event of Default (including the
commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), each Guarantor may receive payments in the ordinary course of business from any 

 

 88 







 
other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of an Event of Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any other Loan Party), however, unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

 (c) Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan
Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law,
whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations. 

(d) Turn-Over. After the occurrence and during the continuance of an Event of Default (including the commencement and continuation
of any proceeding under any Bankruptcy Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured
Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or
affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty. 
 (e) Administrative
Agent Authorization. After the occurrence and during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), the Administrative Agent is
authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon
to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts
received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest). 

SECTION 7.08. Continuing Guaranty. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until
the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit
and all Guaranteed Hedge Agreements, (b) be binding upon the Guarantors, their successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the other Secured Parties and their successors,
transferees and assigns. 
 ARTICLE VIII 

THE ADMINISTRATIVE AGENT 

SECTION 8.01. Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), and
as an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion
under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided
for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take 

 

 89 







 
any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes it to personal liability or that is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan
Document, no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or joint book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the
Administrative Agent or any other Secured Party under any of such Loan Documents. 
 SECTION 8.02. Administrative
Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except
for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor,
and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assumption Agreement or Assignment and Acceptance, as the case may be, in
each case as provided in Section 9.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or
representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of
any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender
Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document
or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram,
telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties. 

SECTION 8.03. CNAI and Affiliates. With respect to its Commitments, the Advances made by it and the Notes issued to it, CNAI shall
have the same rights and powers under the Loan Documents as any other Lender Party and may exercise the same as though it were not the Administrative Agent; and the term “Lender Party” or “Lender Parties” shall, unless otherwise
expressly indicated, include CNAI in its individual capacity. CNAI and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of
business with, any Loan Party, any Subsidiary of any Loan Party and any Person that may do business with or own securities of any Loan Party or any such Subsidiary, all as if CNAI were not the Administrative Agent and without any duty to account
therefor to the Lender Parties. 
 SECTION 8.04. Lender Party Credit Decision. Each Lender Party acknowledges that it
has, independently and without reliance upon the Administrative Agent or any other Lender Party and based on the financial statements referred to in Section 4.01 and such other documents and information as

  

 90 







 
it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender Party also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. 

SECTION 8.05. Indemnification by Lender Parties. (a) Each Lender Party severally agrees to indemnify the Administrative Agent
(to the extent not promptly reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by such Agent under the Loan
Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party
agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that such
Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation
or proceeding is brought by any Lender Party or any other Person. 
 (b) Each Lender Party severally agrees to indemnify each
Issuing Bank (to the extent not promptly reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by such
Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Issuing Bank’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party agrees to reimburse such Issuing Bank
promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that such Issuing Bank is not promptly reimbursed for
such costs and expenses by the Borrower. 
 (c) For purposes of this Section 8.05, the Lender Parties’ respective
ratable shares of any amount shall be determined, at any time, according to their respective Revolving Credit Commitments at such time. The failure of any Lender Party to reimburse the Administrative Agent or any Issuing Bank, as the case may be,
promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender Party of its obligation hereunder to
reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse such Agent or such Issuing Bank, as the case may be,
for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05 shall
survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents. 
  

 91 







 SECTION 8.06. Successor Administrative Agents. The Administrative Agent may resign at
any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent
will not be effective until it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor
Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any
appointment as an Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted
such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and
(iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s
resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

 SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under this Agreement to carry out duties of the
Administrative Agent with respect to Advances denominated in a Committed Foreign Currency. The Sub-Agent shall be subject to each of the obligations in this Agreement to be performed by the Sub-Agent, and each of the Borrower and the Lender Parties
agrees that the Sub-Agent shall be entitled to exercise each of the rights and shall be entitled to each of the benefits of the Administrative Agent under this Agreement as relate to the performance of its obligations hereunder. 

ARTICLE IX 

MISCELLANEOUS 

SECTION 9.01. Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan
Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) change the number of
Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders
or any of them to take any action hereunder, (ii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s
liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Commitments of the Lenders or subject the Lenders to any additional
obligations (except, in each case, to the extent contemplated in Section 2.18), (v) reduce the principal of, or interest 

 

 92 







 
on, the Notes, or any fees or other amounts payable hereunder, (vi) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder or (vii) extend the Termination Date, other than as provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank, or each Issuing Bank, as
the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank, or of the Issuing Banks, as the case may be, under this Agreement; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other
Loan Documents. 
 (b) In the event that any Lender (a “Non-Consenting Lender”) shall refuse to consent
to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Required Lenders, then the Borrower shall have the right, upon written demand to such
Non-Consenting Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to cause
such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee
designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) (a “Replacement Lender”), provided that (i) as of such Consent Request Date, no Default or Event
of Default shall have occurred and be continuing, and (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or
Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent. The Replacement Lender shall purchase such interests of the
Non-Consenting Lender at par and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07, however the
Non-Consenting Lender shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to such assignment. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice
from the Borrower given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section. The execution and delivery of any such Assignment and
Acceptance shall not be deemed to comprise a waiver of claims against any Non-Consenting Lender by the Borrower or the Administrative Agent or a waiver of any claims against the Borrower or the Administrative Agent by the Non-Consenting Lender.

 SECTION 9.02. Notices, Etc. (a) All notices and other communications provided for hereunder shall be either
(x) in writing (including telecopier or telegraphic communication) and mailed, telecopied, telegraphed or delivered, (y) as and to the extent set forth in Section 9.02(b) and in the proviso to this Section 9.02(a), in an
electronic medium and delivered as set forth in Section 9.02(b) or (z) as and to the extent expressly permitted in this Agreement, transmitted by e-mail, provided that such e-mail shall in all cases include an attachment (in PDF
format or similar format) containing a legible signature of the person providing such notice, if to the Borrower, at its address at 560 Mission Street, Suite 2900, San Francisco, CA 94105, Attention: Wendy Will (and in the case of transmission by
e-mail, with a copy by e-mail to wwill@digitalrealtytrust.com) and a courtesy copy by U.S. mail to the attention of Jennifer Saunders at Latham & Watkins LLP, 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071; if to any Initial
Lender, at its Domestic Lending Office or, if applicable, at the e-mail address specified opposite its name on Schedule I hereto (and in the case of a transmission by e-mail, with a copy by U.S. mail to its Domestic Lending Office); if to any
other Lender Party, at its Domestic Lending Office or, if applicable, at the e-mail address specified in the Assignment and Acceptance pursuant to which it became a Lender Party (and in the case of a transmission by e-mail, with a copy by U.S. mail
to its Domestic Lending 
  

 93 







 
Office); if to the Initial Issuing Bank, at its addresses at Two Penns Way, New Castle, Delaware 19720, Attention: Valerie Burrows, Citigroup Global Loans, and 390 Greenwich Street, New York, NY
10013, Attention: Niraj R. Shah, Bank Loan Syndications Department, or, if applicable, by e-mail to valerie.r.burrows@citigroup.com and niraj.r.shah@citigroup.com (and in the case of a transmission by e-mail, with a copy by U.S. mail to each of the
aforementioned addresses); and if to the Administrative Agent or the Swing Line Bank, at its address at Two Penns Way, New Castle, Delaware 19720, Attention: Valerie Burrows, Citigroup Global Loans, or, if applicable, by e-mail to
valerie.r.burrows@citigroup.com (and in the case of a transmission by e-mail, with a copy by U.S. mail to the aforementioned address) or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when mailed, be
effective on the third (3rd) Business Day after being
deposited in the mails, and, when telecopied, telegraphed or e-mailed, be effective on the date of being telecopied, delivered to the telegraph company or confirmed by e-mail, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III or VIII shall not be effective until received by the Administrative Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. 

(b) So long as CNAI is the Administrative Agent, materials required to be delivered pursuant to Section 5.03(a), (b), (c) and
(g) shall be delivered to the Administrative Agent in an electronic medium in a format acceptable to the Administrative Agent and the Lender Parties by e-mail at oploanswebadmin@citigroup.com. The Borrower agrees that the Administrative Agent
may make such materials, as well as any other written information, documents, instruments and other material relating to the Borrower, any Loan Party, any of their Subsidiaries or any other materials or matters relating to this Agreement, the Notes
or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lender Parties by posting such notices on Intralinks or a substantially similar electronic transmission system (the
“Platform”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution,
(ii) the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and
each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform. 

(c) Each Lender Party agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that
any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender Party for purposes of this Agreement, provided that if requested by any Lender Party, the
Administrative Agent shall deliver a copy of the Communications to such Lender Party by e-mail or telecopier. Each Lender Party agrees (i) to notify the Administrative Agent in writing of such Lender Party’s e-mail address to which a
Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender Party becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record
an effective e-mail address for such Lender Party) and (ii) that any Notice may be sent to such e-mail address. 
 SECTION
9.03. No Waiver; Remedies. No failure on the part of any Lender Party or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Note 

 

 94 







 
shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law. 
 SECTION 9.04. Costs and Expenses.
(a) Each Loan Party agrees jointly and severally to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and
amendment of the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and
expenses, (B) the reasonable fees and expenses of counsel for such Agent with respect thereto (subject to the terms of the Fee Letter with respect to counsel fees incurred by the Administrative Agent through the Closing Date) with respect to
advising such Agent as to its rights and responsibilities (including, without limitation, with respect to reviewing and advising on any matters required to be completed by the Loan Parties on a post-closing basis), or the perfection, protection or
preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may
give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto and
(C) the reasonable fees and expenses of counsel for such Agent with respect to the preparation, execution, delivery and review of any documents and instruments at any time delivered pursuant to Section 5.01(j)) and (ii) all reasonable
out-of-pocket costs and expenses of the Administrative Agent and each Lender Party in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents, whether in any action, suit or litigation, or
any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for such Agent and each Lender Party with respect thereto). 

(b) Each Loan Party agrees to indemnify, defend and save and hold harmless each Indemnified Party from and against, and shall pay on
demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Facilities, the actual or proposed use of the
proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous Materials on any property of any Loan Party or any of its Subsidiaries or
any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated by the Loan Documents are consummated. Each Loan Party also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of their Affiliates, or any of their respective officers, directors,
employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of
Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents. 
 (c) If any payment of principal of,
or Conversion of, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest 

 

 95 







 
Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i), 2.10(d) or 2.18(e), acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06
or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender
Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss, cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. 

(d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including,
without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion. 

(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements
and obligations of the Borrower and the other Loan Parties contained in Sections 2.10 and 2.12, Section 7.06 and this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and
under any of the other Loan Documents. 
 SECTION 9.05. Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, the Administrative Agent and each Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the Obligations of the Borrower or such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender Party shall have made any demand under this Agreement or such Note
or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any such set-off and application; provided, however, that the failure to
give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Agent, such Lender Party and their respective Affiliates may have. 

SECTION 9.06. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, each
Guarantor named on the signature pages hereto and the Administrative Agent shall have been notified by each Initial Lender and each Initial Issuing Bank that such Initial Lender or such Initial Issuing Bank, as the case may be, has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, the Guarantors named on the signature pages hereto and the Administrative Agent and each Lender Party and their respective successors and assigns, except that neither the
Borrower nor any other Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender Parties. 

 

 96 







 SECTION 9.07. Assignments and Participations; Replacement Notes. (a) Each Lender
may (and, if demanded by the Borrower in accordance with Section 9.01(b) will) assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its
Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in
respect of one or more of the Facilities (and any assignment of a Multicurrency Revolving Credit Commitment (or Multicurrency Revolving Credit Advance) must be made to an Eligible Assignee that is capable of lending in both Dollars and Committed
Foreign Currencies), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights
and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $5,000,000 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be
continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted (A) until the Administrative Agent shall have
notified the Lender Parties that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time without the consent of the Administrative Agent (which consent shall not be
unreasonably withheld), (v) each such assignment made as a result of a demand by the Borrower pursuant to Section 9.01(b) shall be an assignment of all rights and obligations of the assigning Lender under this Agreement and (vi) the
parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except if such
assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to
Section 9.01(b), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee. 
 (b)
Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender or Issuing Bank, as the case may be, hereunder and (ii) the Lender or Issuing Bank assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.12, 7.06, 8.05 and 9.04 to the extent any claim thereunder relates to an
event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender’s or Issuing Bank’s rights and
obligations under this Agreement, such Lender or Issuing Bank shall cease to be a party hereto). 
 (c) By executing and
delivering an Assignment and Acceptance, each Lender Party assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment
and Acceptance, such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document
furnished pursuant thereto; (ii) such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any
of its 
  

 97 







 
obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender Party or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender or Issuing Bank, as the case may be. 

(d) The Administrative Agent on behalf of Borrower shall maintain at its address referred to in Section 9.02 a copy of each
Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lender Parties and the Commitment under each Facility of, and principal amount of the Advances owing under each Facility
to, each Lender Party from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lender Parties
may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or the Administrative Agent or any Lender Party at any
reasonable time and from time to time upon reasonable prior notice. 
 (e) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender Party and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of
Exhibit D hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and each other Agent. In the case of any assignment
by a Lender, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by the applicable Lender, execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a
new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under each Facility pursuant to such Assignment and Acceptance and, if any assigning Lender has retained a Commitment hereunder under such Facility, a
new Note to the order of such assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes, if any, shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note
or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. 

(f) Each Issuing Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the undrawn
portion of its Letter of Credit Commitment at any time; provided, however, that (i) except in the case of an assignment to a Person that immediately prior to such assignment was an Issuing Bank or an assignment of all of an Issuing
Bank’s rights and obligations under this Agreement, the amount of the Letter of Credit Commitment of the assigning Issuing Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof, (ii) each such assignment shall be to an Eligible Assignee and (iii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and 

 

 98 







 
recordation fee of $3,500, provided that such fee shall not be payable if the assigning Issuing Bank is making such assignment simultaneously with the assignment in its capacity as a
Lender of all or a portion of its Revolving Credit Commitment to the same Eligible Assignee. 
 (g) Each Lender Party may sell
participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances
owing to it and the Note or Notes (if any) held by it); provided, however, that (i) such Lender Party’s obligations under this Agreement (including, without limitation, its Commitments) shall remain unchanged, (ii) such Lender
Party shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender Party shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the
Administrative Agent and the other Lender Parties shall continue to deal solely and directly with such Lender Party in connection with such Lender Party’s rights and obligations under this Agreement, (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the
principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such participation, and (vi) if, at the time of such sale, such Lender Party was entitled to payments under Section 2.12(a) in respect of United States withholding tax
with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to such participant on such date, provided that such participant complies with the requirements of Section 2.12(e) as if it were a Lender. 

(h) Any Lender Party may, in connection with any assignment or participation or proposed assignment or participation pursuant to this
Section 9.07, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender Party by or on behalf of the Borrower; provided, however, that, prior to any such
disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Lender Party. 

(i) Notwithstanding any other provision set forth in this Agreement, any Lender Party may at any time create a security interest in all
or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System. 
 (j) Upon notice to the Borrower from the Administrative Agent or any Lender of the loss, theft,
destruction or mutilation of any Lender’s Note, the Borrower will execute and deliver, in lieu of such original Note, a replacement promissory note, identical in form and substance to, and dated as of the same date as, the Note so lost, stolen
or mutilated, subject to delivery by such Lender to the Borrower of an affidavit of lost note and indemnity in customary form. Upon the execution and delivery of the replacement Note, all references herein or in any of the other Loan Documents to
the lost, stolen or mutilated Note shall be deemed references to the replacement Note. 
 SECTION 9.08. Execution in
Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement. 

 

 99 







 SECTION 9.09. No Liability of the Issuing Banks. The Borrower assumes all risks of
the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that
may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove
to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as
determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful
failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such
Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. 

SECTION 9.10. Confidentiality. Neither the Administrative Agent nor any Lender Party shall disclose any Confidential Information
to any Person without the consent of the Borrower, other than (a) to such Administrative Agent’s or such Lender Party’s Affiliates and their officers, directors, employees, agents and advisors and to actual or prospective Eligible
Assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) as requested or required by any state, Federal or foreign authority or examiner regulating such
Lender Party and (d) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Loan Parties received
by it from such Lender Party. 
 SECTION 9.11. Patriot Act Notification. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”),
it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify such Loan Party in accordance with the Patriot Act. The Parent Guarantor and the Borrower shall, and shall cause each of their Subsidiaries to, provide, to the extent commercially reasonable, such information and take such actions as are
reasonably requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. 

SECTION 9.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any

  

 100 







 
such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction. 

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

SECTION 9.13. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the
State of New York. 
 SECTION 9.14. Judgment Currency. (a) If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase Dollars with such other currency at Citibank N.A.’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.

 (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Committed
Foreign Currency into Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such
Committed Foreign Currency with Dollars at Citibank N.A.’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. 

(c) The obligation of the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to
any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (including by the
Administrative Agent on behalf of such Lender, as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the
applicable Primary Currency with such other currency. If the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, the
Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds
such sum due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such Lender or the Administrative Agent (as the case may be) agrees to promptly remit to the Borrower such excess. 

SECTION 9.15. Substitution of Currency. If a change in any Committed Foreign Currency occurs pursuant to any applicable law, rule
or regulation of any governmental, monetary or multi-national authority, this Agreement (including, without limitation, the definition of Eurocurrency Rate) will be amended to the extent determined by the Administrative Agent (acting reasonably and
in consultation with the Borrower) to be necessary to reflect the change in currency and to put the Lender Parties and the Borrower in the same position, so far as possible, that they would have been in if no change in such Committed Foreign
Currency had occurred. 
  

 101 







 SECTION 9.16. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE OTHER LOAN PARTIES,
THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE
ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. 

[Balance of page intentionally left blank] 
  


 102 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

 

									
	BORROWER:
		
		 	DIGITAL REALTY TRUST, L.P.
			
		 	By:	 	DIGITAL REALTY TRUST, INC.
		 		 	its sole general partner
				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

									
	GUARANTORS:
		
		 	DIGITAL REALTY TRUST, INC.
			
		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

									
		
		 	DIGITAL SERVICES, INC.
			
		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	Chief Financial Officer and Treasurer


  

											
	GLOBAL ASML, LLC
		
	By:	 	DIGITAL REALTY TRUST, L.P.,
		 		 	its member	 	
				
		 		 	By:	 	DIGITAL REALTY TRUST, INC.,
		 		 		 	its sole general partner
					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer



Signature Page 







													
	GLOBAL INNOVATION SUNSHINE HOLDINGS LLC
		
	By:	 	DIGITAL REALTY TRUST, L.P.,
		 	its member and manager
			
		 	By:	 	DIGITAL REALTY TRUST, INC.,
its sole general partner
					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer



 

													
	GLOBAL GOLD CAMP, LLC
		
	By:	 	GLOBAL GOLD CAMP HOLDING COMPANY, LLC, its member and manager
				
		 	By:	 		 	DIGITAL REALTY TRUST, L.P.,
its member and manager
					
		 		 		 	By:	 	DIGITAL REALTY TRUST, INC.,
its sole general partner
						
		 		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 		 	Title:	 	Chief Financial Officer
and Chief Investment Officer


  

													
	GLOBAL GOLD CAMP HOLDING COMPANY, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 	By:	 		 	DIGITAL REALTY TRUST, INC..,
its sole general partner
						
		 		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer



Signature Page 







											
	DIGITAL 833 CHESTNUT, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	DIGITAL REALTY TRUST, INC., its sole general partner
					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

											
	DIGITAL CONCORD CENTER, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	DIGITAL REALTY TRUST, INC., its sole general partner
					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

											
	DIGITAL PRINTERS SQUARE, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	DIGITAL REALTY TRUST, INC., its sole general partner
					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer



Signature Page 







											
	GLOBAL KATO HG, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	 DIGITAL REALTY TRUST, INC.,


its sole general partner

					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

													
	DIGITAL GREENSPOINT, L.P.
		
	By:	 	DRT GREENSPOINT, LLC,
its general partner and manager
				
		 	By:	 		 	DIGITAL REALTY TRUST, L.P.,
its member and manager
					
		 		 		 	By:	 	 DIGITAL REALTY TRUST, INC., 

its sole general partner

						
		 		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 		 	Title:	 	Chief Financial Officer
and Chief Investment Officer


  

											
	DRT GREENSPOINT, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	DIGITAL REALTY TRUST,
INC., its sole general partner
					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer



Signature Page 







											
	DIGITAL GREENSPOINT, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	 DIGITAL REALTY TRUST, INC., 

its sole general partner

					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

											
	DIGITAL 113 N. MYERS, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

											
	DIGITAL 125 N. MYERS, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

				
		 		 	By:	 	 DIGITAL REALTY TRUST, INC., 

its sole general partner

					
		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

					
	DIGITAL TORONTO BUSINESS TRUST
		
	By:	 	/s/ A. William Stein
		 	Name:	 	A. William Stein
		 	Title:	 	Treasurer


 Signature Page 







									
	DIGITAL AQUILA, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC., 

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer and

Chief Investment Officer



  

															
	DIGITAL CENTREPORT, L.P.
		
	By:	 	 DRT CENTREPORT, LLC,

its general partner and manager

			
		 	By:	 	 GLOBAL STANFORD PLACE II, LLC,

its member and manager

				
		 		 	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

					
		 		 		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

							
		 		 		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 		 		 	Title:	 	 Chief Financial
 Officer and
Chief
 Investment Officer




 

									
	DIGITAL PHOENIX VAN BUREN, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer and

Chief Investment Officer




Signature Page 









													
	DIGITAL WINTER, LLC
		
	By:	 	 GLOBAL STANFORD PLACE II, LLC,

its member and manager

				
		 	By:	 		 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

					
		 		 		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

						
		 		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

													
	DIGITAL 89TH PLACE, LLC
		
	By:	 	 GLOBAL STANFORD PLACE II, LLC,

its member and manager

				
		 	By:	 		 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

					
		 		 		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

						
		 		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

									
	DIGITAL RESTON, LLC
		
	By:	 	 DIGITAL ABOVE, LLC,

its sole member and manager

			
		 	By:	 	 DIGITAL SERVICES, INC.,

its sole member and manager

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer
 and
Treasurer



 Signature Page 







									
	DIGITAL ABOVE, LLC
		
	By:	 	 DIGITAL SERVICES, INC.,

its sole member and manager

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer
 and
Treasurer



  

									
	DIGITAL CHELSEA, LLC
		
	By:	 	 DIGITAL ABOVE, LLC,

its sole member and manager

			
		 	By:	 	 DIGITAL SERVICES, INC.,

its sole member and manager

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer
 and
Treasurer



  

									
	DIGITAL VIENNA, LLC
		
	By:	 	 DIGITAL ABOVE, LLC,

its sole member and manager

			
		 	By:	 	 DIGITAL SERVICES, INC.,

its sole member and manager

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer
 and
Treasurer



  

									
	DIGITAL WALTHAM, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer



Signature Page 









													
	DIGITAL MIDWAY, L.P.
		
	By:	 	 DIGITAL MIDWAY GP, LLC,

its general partner and manager

				
		 	By:	 		 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

					
		 		 		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

						
		 		 		 		 	By:	 	/s/ A. William Stein
		 		 		 		 		 	Name:	 	A. William Stein
		 		 		 		 		 	Title:	 	Chief Financial Officer and Chief Investment Officer


  

									
	DIGITAL 21110 RIDGETOP, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer and

Chief Investment Officer



  

									
	DIGITAL 3011 LAFAYETTE, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer and

Chief Investment Officer




Signature Page 









									
	DIGITAL ASHBURN CS, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer and

Chief Investment Officer



  

									
	GIP STOUGHTON, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer and

Chief Investment Officer



  

									
	DIGITAL ARIZONA RESEARCH PARK II, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,

its member and manager

			
		 	By:	 	 DIGITAL REALTY TRUST, INC.,

its sole general partner

				
		 		 	By:	 	/s/ A. William Stein
		 		 		 	Name:	 	A. William Stein
		 		 		 	Title:	 	 Chief Financial Officer and

Chief Investment Officer




Signature Page 









							
	ADMINISTRATIVE AGENT, SWING LINE BANK AND INITIAL LENDER:
		
		 	CITICORP NORTH AMERICA, INC.
			
		 	By:	 	/s/ Niraj R. Shah
		 		 	Name:	 	Niraj R. Shah
		 		 	Title:	 	Vice President


 Signature Page








							
	INITIAL ISSUING BANK:
		
		 	CITIBANK, N.A.
			
		 	By:	 	/s/ Blake Gronich
		 		 	Name:	 	Blake Gronich
		 		 	Title:	 	Vice President


 Signature Page








							
	INITIAL LENDERS:
		
		 	 MERRILL LYNCH CAPITAL CORPORATION,

as a Lender

			
		 	By	 	/s/ John C. Rowland
		 		 	Name:	 	John C. Rowland
		 		 	Title:	 	Vice President


 Signature Page








					
	 BANK OF AMERICA, N.A.,

as a Lender

		
	By	 	/s/ Allison M. Gauthier
		 	Name:	 	Allison M. Gauthier
		 	Title:	 	Senior Vice President


 Signature Page








					
	 KEYBANK,
N.A.,

 as a Lender

		
	By	 	/s/ Jane E. McGrath
		 	Name:	 	Jane E. McGrath
		 	Title:	 	Vice President


 Signature Page








					
	 ROYAL BANK OF CANADA, NEW YORK BRANCH

as a Lender

		
	By	 	/s/ Dan Lepage
		 	Name:	 	Dan Lepage
		 	Title:	 	Authorized Signatory


 Signature Page








					
	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as a Lender

		
	By	 	/s/ Cassandra Droogan
		 	Name:	 	Cassandra Droogan
		 	Title:	 	Vice President
		
	By	 	/s/ Nupur Kumar
		 	Name:	 	Nupur Kumar
		 	Title:	 	Associate


 Signature Page 








					
	 UBS LOAN FINANCE LLC,

as a Lender

		
	By	 	/s/ Richard L. Tavrow
		 	Name:	 	Richard L. Tavrow
		 	Title:	 	Director
		
	By	 	/s/ David B. Julie
		 	Name:	 	David B. Julie
		 	Title:	 	Associate Director


 Signature Page








					
	 THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

		
	By	 	/s/ William McGinty
		 	Name:	 	William McGinty
		 	Title:	 	Senior Vice President


 Signature Page








					
	 SOVEREIGN BANK,

as a Lender

		
	By	 	/s/ T. Gregory Donohue
		 	Name:	 	T. Gregory Donohue
		 	Title:	 	Senior Vice President


 Signature Page








					
	 ALLIED IRISH BANKS, p.l.c.,

as a Lender

		
	By	 	/s/ Michael Doyle
		 	Name:	 	Michael Doyle
		 	Title:	 	Senior Vice President
		
	By:	 	/s/ Ray Alcock
		 	Name:	 	Ray Alcock
		 	Title:	 	Senior Vice President


 Signature Page








					
	 RAYMOND JAMES BANK, FSB,

as a Lender

		
	By	 	/s/ Thomas G Scott
		 	Name:	 	Thomas G Scott
		 	Title:	 	Vice President


 Signature Page








					
	 SOCIÉTÉ GÉNÉRALE,

as a Lender

		
	By	 	/s/ Robert N. Delph
		 	Name:	 	Robert N. Delph
		 	Title:	 	Managing Director


 Signature Page








					
	 CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH,

as a Lender

		
	By	 	/s/ Jim C.Y. Chen
		 	Name:	 	Jim C.Y. Chen
		 	Title:	 	Vice President & General Manager



Signature Page 







					
	 MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD LOS ANGELES BRANCH,

as a Lender

		
	By	 	/s/ Chia Jang Liu
		 	Name:	 	Chia Jang Liu
		 	Title:	 	SVP & GM


 Signature Page








					
	COMERICA BANK
		
	By:	 	/s/ James Graycheck
		 	Name:	 	James Graycheck
		 	Title:	 	Vice President


 Signature Page








					
	FIRST COMMERCIAL BANK NEW YORK AGENCY
		
	By:	 	/s/ Bruce M. J. Ju
		 	Name:	 	Bruce M. J. Ju
		 	Title:	 	SVP & General Manager


 Signature
Page 






 EXHIBIT A to the 

REVOLVING CREDIT AGREEMENT 

FORM OF NOTE 

NOTE 
  

			
	$                    	  	Dated:                          ,
        

 FOR VALUE RECEIVED, the undersigned, DIGITAL REALTY
TRUST, L.P., a Maryland limited partnership (the “Borrower”), HEREBY PROMISES TO PAY
                                 (the “Lender”) for the
account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the aggregate principal amount of the Revolving Credit Advances, the Letter of Credit Advances and the Swing Line Advances (each as defined below) owing
to the Lender by the Borrower pursuant to the Revolving Credit Agreement dated as of August 31, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms
defined therein, unless otherwise defined herein, being used herein as therein defined) among the Borrower, the Lender and certain other lender parties party thereto, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party
thereto and Citicorp North America, Inc., as Administrative Agent for the Lender and such other lender parties, on the Termination Date. 

The Borrower promises to pay to the Lender interest on the unpaid principal amount of each Revolving Credit Advance, Letter of Credit
Advance and Swing Line Advance from the date of such Revolving Credit Advance, Letter of Credit Advance or Swing Line Advance, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement. 
 Both principal and interest are payable in lawful money of the United States of America to
Citicorp North America, Inc., as Administrative Agent, at 2 Penns Way, Suite 200, New Castle, Delaware 19720, in same day funds. Each Revolving Credit Advance, Letter of Credit Advance and Swing Line Advance owing to the Lender by the Borrower and
the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however,
that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note. 

This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement,
among other things, (a) provides for the making of advances (variously, the “Revolving Credit Advances”, “Letter of Credit Advances” or the “Swing Line Advances”) by the
Lender to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit
Advance, Letter of Credit Advance and Swing Line Advance being evidenced by this Promissory Note, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. 
  

 Exh. A - 1 







 This Promissory Note shall be governed by, and construed in accordance with, the laws of the
State of New York. 
  

					
	DIGITAL REALTY TRUST, L.P.
		
	By:	 	Digital Realty Trust, Inc.,
		 	its Sole General Partner
			
		 	By	 	  

		 		 	Name:
		 		 	Title:


  

 Exh. A - 2 







 ADVANCES AND 

PAYMENTS OF PRINCIPAL 
  

									
	 Date
	  	 Amount of

Advance
	  	 Amount of

Principal Paid

or Prepaid
	  	 Unpaid

Principal

Balance
	  	 Notation

Made By

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

 Exh. A - 3 







 EXHIBIT B TO THE 

REVOLVING CREDIT AGREEMENT 

FORM OF NOTICE OF BORROWING 

NOTICE OF BORROWING 

                    
    ,          
 Citicorp North
America, Inc., 
 as Administrative Agent 

under the Credit Agreement 

referred to below 
 2 Penns Way,
Suite 200 
 New Castle, Delaware 19720 

United States of America 
 Attention: Valerie
Burrows, Citigroup Global Loans 
 [Citibank International plc, 

as Sub-Agent 

under the Credit Agreement 

referred to below 

4 Harbour Exchange,
2nd Floor 

London E14 9GE 
 United Kingdom 

Attention:
                        ] 

Ladies and Gentlemen: 
 The
undersigned, DIGITAL REALTY TRUST, L.P., refers to the Revolving Credit Agreement dated as of August 31, 2007 (as amended from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein
defined), among the undersigned, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the
“Proposed Borrowing”) as required by Section [2.02(a)][2.02(b)] of the Credit Agreement: 
  

	 	(i)	The Business Day of the Proposed Borrowing is
                         ,         . 


 

	 	(ii)	The Facility under which the Proposed Borrowing is requested is the [U.S. Dollar Revolving Credit][Multicurrency Revolving Credit][Swing Line] Facility.


  

	 	(iii)	The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances]. 


 

	 	(iv)	The aggregate amount of the Proposed Borrowing is
[                    ]. 

  

 Exh. B - 1 








	 	(v)	[The initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Borrowing is
                     month[s].] 

  

	 	(vi)	[The currency for such Borrowing is [U.S. Dollars][Sterling][Euros][Canadian Dollars] [Swiss Francs].] 


 

	 	(vii)	[The maturity of such Borrowing is                     .]


 The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on
the date of the Proposed Borrowing: 
  

	 	(A)	The representations and warranties contained in each Loan Document are true and correct on and as of the date of the Proposed Borrowing, before and after giving effect
to (x) the Proposed Borrowing and (y) the application of the proceeds therefrom, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date, in which case as of such
specific date). 

  

	 	(B)	No Default has occurred and is continuing, or would result from (x) such Proposed Borrowing or (y) the application of the proceeds therefrom.


  

	 	(C)	(i) 70% of the Total Unencumbered Asset Value equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus Swing Line Advances
plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to be outstanding after giving effect to the Proposed Borrowing, (ii) before and after giving effect to the Proposed
Borrowing, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04 of the Credit Agreement and (iii) all supporting information provided to the Administrative Agent and in the case of Eurocurrency Rate
Advances, the Sub-Agent, contemporaneously with this Notice of Borrowing was prepared in good faith and accurately shows the computations used in determining compliance with the covenants contained in Section 5.04 of the Credit Agreement.


 Delivery of an executed counterpart of this Notice of Borrowing by telecopier or e-mail (which e-mail shall
include an attachment in PDF format or similar format containing the legible signature of the undersigned) shall be effective as delivery of an original executed counterpart of this Notice of Borrowing. 

 

					
	DIGITAL REALTY TRUST, L.P.
		
	By:	 	Digital Realty Trust, Inc.,
		 	its Sole General Partner
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:


  

 Exh. B - 2 







 EXHIBIT C to the 

REVOLVING CREDIT AGREEMENT 

FORM OF 

GUARANTY SUPPLEMENT 

GUARANTY SUPPLEMENT 

                    
    ,          
 Citicorp North America, Inc., 

as Administrative Agent 

under the Credit Agreement 

referred to below 
 2 Penns Way,
Suite 200 
 New Castle, Delaware 19720 

United States of America 
 Attention: Valerie
Burrows, Citigroup Global Loans 
 [Citibank International plc, 

as Sub-Agent 

under the Credit Agreement 

referred to below 

4 Harbour Exchange,
2nd Floor 

London E14 9GE 
 United Kingdom 

Attention:                     ] 

Revolving Credit Agreement dated as of August 31, 2007 (as in effect on the date hereof and as it may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Digital Realty Trust, L.P., as Borrower, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto,
the Lender Parties party thereto, and Citicorp North America, Inc., as Administrative Agent for the Lender Parties. 
 Ladies and Gentlemen:

 Reference is made to the above-captioned Credit Agreement and to the Guaranty set forth in Article VII thereof (such
Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined
in the Credit Agreement and not otherwise defined herein are used herein as therein defined. 
 Section 1. Guaranty;
Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or
otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any
or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
“Guaranteed Obligations”), and agrees to pay 
  

 Exh. C - 1 







 
any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty
Supplement, the Guaranty, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be
owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other
Loan Party. 
 (b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other
Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the Obligations of the undersigned
hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Guaranty
at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance. 

(c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any
Secured Party under this Guaranty Supplement, the Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate
amount paid to the Secured Parties under or in respect of the Loan Documents. 
 Section 2. Obligations Under the
Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Credit Agreement and the Guaranty to the same extent as each of the other Guarantors thereunder.
The undersigned further agrees, as of the date first above written, that each reference in the Credit Agreement to an “Additional Guarantor”, a “Loan Party” or a “Guarantor” shall also mean and be a
reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned. 

Section 3. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in
Section 4.01 of the Credit Agreement to the same extent as each other Guarantor. 
 Section 4. Delivery by
Telecopier. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier or e-mail (which e-mail shall include an attachment in PDF format or similar format containing the legible signature of the
undersigned) shall be effective as delivery of an original executed counterpart of this Guaranty Supplement. 
 Section 5.
Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 

(b) The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or any federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty,
the Credit 
  

 Exh. C - 2 







 
Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. The undersigned agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or the Credit Agreement or any other Loan
Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Credit Agreement, the Guaranty thereunder or any of the other Loan Documents to which it is or is to be a
party in the courts of any other jurisdiction. 
 (c) The undersigned irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Credit Agreement, the Guaranty or any
of the other Loan Documents to which it is or is to be a party in any New York State or federal court. The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of
such suit, action or proceeding in any such court. 
 (d) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF. 
  

			
	Very truly yours,
	
	[NAME OF ADDITIONAL GUARANTOR]
		
	By	 	  

		 	Name:
		 	Title:


  

 Exh. C - 3 







 EXHIBIT D to the 

REVOLVING CREDIT AGREEMENT 

FORM OF 

ASSIGNMENT AND ACCEPTANCE 

ASSIGNMENT AND ACCEPTANCE 

Reference is made to the Revolving Credit Agreement dated as of August 31, 2007 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined), among Digital Realty Trust, L.P., a Maryland limited
partnership, as Borrower, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties. 

Each “Assignor” referred to on Schedule 1 hereto (each, an “Assignor”) and each
“Assignee” referred to on Schedule 1 hereto (each, an “Assignee”) agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule 1 hereto as follows:

 1. Such Assignor hereby sells and assigns, without recourse except as to the representations and warranties made by it
herein, to such Assignee, and such Assignee hereby purchases and assumes from such Assignor, an interest in and to such Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest
specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement Facilities specified on Schedule 1 hereto. After giving effect to such sale and assignment, such Assignee’s Commitments and the amount
of the Advances owing to such Assignee will be as set forth on Schedule 1 hereto. 
 2. Such Assignor (a) represents
and warrants that its name set forth on Schedule 1 hereto is its legal name, that it is the legal and beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any adverse
claim; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto;
(c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; and (d) attaches the Note or Notes (if any) held by such Assignor and requests that the Administrative Agent exchange such Note or Notes for a new Note or Notes payable to the order of such
Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto or new Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto and such Assignor in an amount
equal to the Commitments retained by such Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto. 

3. Such Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance;
(b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to 
  

 Exh. D - 1 







 
enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Administrative Agent, any Assignor or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) represents and warrants that its name set forth on Schedule 1 hereto is
its legal name; (e) confirms that it is an Eligible Assignee; (f) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are
delegated the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (g) agrees that it will perform in accordance with their terms all of the obligations that by the terms of
the Credit Agreement are required to be performed by it as a Lender Party; and (h) attaches any U.S. Internal Revenue Service forms required under Section 2.12 of the Credit Agreement. 

4. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and
recording by the Administrative Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on
Schedule 1 hereto. 
 5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date,
(a) such Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender Party thereunder and (b) such Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to
survive the payment in full of the Obligations of the Loan Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Acceptance) and, if this Assignment and
Acceptance covers all of the remaining portion of the rights and obligations of such Assignor under the Credit Agreement, such Assignor shall cease to be a party thereto. 

6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to such Assignee. Such Assignor and such
Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves. 

7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier or e-mail (which e-mail shall include an attachment in PDF format or similar format containing the legible signature of the person executing this Assignment and Acceptance) shall be effective as delivery of an original executed
counterpart of this Assignment and Acceptance. 
 IN WITNESS WHEREOF, each Assignor and each Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. 
  

 Exh. D - 2 







 SCHEDULE 1 to ASSIGNMENT AND ACCEPTANCE 

 

																
	 ASSIGNORS:
	  			  			  			  			  		
	 U.S. Dollar Revolving Credit Facility
	  			  			  			  			  		
	 Percentage interest assigned
	  	 	%	  	 	%	  	 	%	  	 	%	  	 	%
	 U.S. Dollar Revolving Credit Commitment assigned
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Aggregate outstanding principal amount of U.S. Dollar Revolving Credit Advances assigned
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 U.S. Dollar Letter of Credit Facility
	  			  			  			  			  		
	 U.S. Dollar Letter of Credit Commitment assigned
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 U.S. Dollar Letter of Credit Commitment retained
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Multicurrency Revolving Credit Facility
	  			  			  			  			  		
	 Percentage interest assigned
	  	 	%	  	 	%	  	 	%	  	 	%	  	 	%
	 Multicurrency Revolving Credit Commitment assigned
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Aggregate outstanding principal amount of Multicurrency Revolving Credit Advances assigned
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Multicurrency Letter of Credit Facility
	  			  			  			  			  		
	 Multicurrency Letter of Credit Commitment assigned
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Multicurrency Letter of Credit Commitment retained
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Principal Amount of Note Payable to Assignor
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 

  

																
	 ASSIGNEES:
	  			  			  			  			  		
	 U.S. Dollar Revolving Credit Facility
	  			  			  			  			  		
	 Percentage interest assumed
	  	 	%	  	 	%	  	 	%	  	 	%	  	 	%
	 U.S. Dollar Revolving Credit Commitment assumed
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Aggregate outstanding principal amount of U.S. Dollar Revolving Credit Advances assumed
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 U.S. Dollar Letter of Credit Facility
	  			  			  			  			  		
	 Letter of Credit Commitment assumed
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Multicurrency Revolving Credit Facility
	  			  			  			  			  		
	 Percentage interest assumed
	  	 	%	  	 	%	  	 	%	  	 	%	  	 	%
	 Multicurrency Revolving Credit Commitment assumed
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Aggregate outstanding principal amount of Multicurrency Revolving Credit Advances assumed
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Multicurrency Letter of Credit Facility
	  			  			  			  			  		
	 Multicurrency Letter of Credit Commitment assumed
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 
	 Principal Amount of Note Payable to Assignee
	  	$	 	  	$	 	  	$	 	  	$	 	  	$	 

  

 Exh. D - 3 







 Effective Date (if other than date of acceptance by Administrative Agent): 

1
                     
    ,          
  

			
	Assignors
	
	                           
                                         
  , as Assignor
	[Type or print legal name of Assignor]
		
	By	 	  

		 	Title:
	
	Dated:                          ,
        
	
	                           
                                         
  , as Assignor 
	[Type or print legal name of Assignor]
		
	By	 	  

		 	Title:
	
	Dated:                          ,
        
	
	                           
                                         
  , as Assignor
	[Type or print legal name of Assignor]
		
	By	 	  

		 	Title:
	
	Dated:                          ,
        
	
	                           
                                         
  , as Assignor
	[Type or print legal name of Assignor]
		
	By	 	  

		 	Title:
	
	Dated:                          ,
        


  

 

	1
	 This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Administrative Agent.



  

 Exh. D - 4 








			
	Assignees
	
	                           
                                         
  , as Assignee
	[Type or print legal name of Assignee]
		
	By	 	 
		 	 Title:
 E-mail address for
notices:

	
	 Dated:
                         ,         

 
 Domestic Lending Office:

 
 Eurodollar Lending Office:

	
	                           
                                         
  , as Assignee
	[Type or print legal name of Assignee]
		
	By	 	 
		 	 Title:
 E-mail address for
notices:

	
	 Dated:
                         ,         

 
 Domestic Lending Office:

 
 Eurodollar Lending Office:

	
	                           
                                         
  , as Assignee
	[Type or print legal name of Assignee]
		
	By	 	 
		 	 Title:
 E-mail address for
notices:

	
	 Dated:
                         ,         

 
 Domestic Lending Office:

 
 Eurodollar Lending
Office:



  

 Exh. D - 5 








			
	                           
                                         
  , as Assignee
	[Type or print legal name of Assignee]
		
	By	 	  

		 	 Title:
 E-mail address for
notices:

	
	 Dated:
                         ,         

 
 Domestic Lending Office:

 
 Eurodollar Lending
Office:



  

 Exh. D - 6 








			
	Accepted [and Approved] this          day of
                         ,         
	
	 CITICORP NORTH AMERICA, INC.,
as Administrative Agent

		
	By	 	  

		 	Title:
	
	[Approved this          day of
                    ,         
	
	DIGITAL REALTY TRUST, L.P.
		
	By:	 	 Digital Realty Trust, Inc.,

its Sole General Partner

		
	By	 	  

		 	Title:]

  

 Exh. D - 7 







 EXHIBIT E to the 

REVOLVING CREDIT AGREEMENT 

FORM OF 

UNENCUMBERED ASSETS CERTIFICATE 

UNENCUMBERED ASSETS CERTIFICATE 

Digital Realty, L.P. 

Unencumbered Assets Certificate 

Month ending     /    /     

Citicorp North America, Inc., 

as Administrative Agent 

under the Credit Agreement 

referred to below 
 2 Penns Way,
Suite 200 
 New Castle, Delaware 19720 

United States of America 
 Attention: Valerie
Burrows, Citigroup Global Loans 
 [Citibank International plc, 

as Sub-Agent 

under the Credit Agreement 

referred to below 

4 Harbour Exchange,
2nd Floor 

London E14 9GE 
 United Kingdom 

Attention:                     ] 

Pursuant to provisions of the Credit Agreement, dated as of August 31, 2007, Digital Realty Trust, L.P., a Maryland limited
partnership (the “Borrower”), Digital Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor”), the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North
America, Inc., as Administrative Agent for the Lender Parties (said Credit Agreement, as it may be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”; capitalized
terms used herein but not defined herein being used herein as defined in the Credit Agreement), the undersigned, the Chief Financial Officer or a Responsible Officer of the Parent Guarantor, hereby certifies and represents and warrants on behalf of
the Borrower as follows: 
 1. The information contained in this certificate and the attached information supporting the
calculation of the Total Unencumbered Asset Value is true, complete and correct as of the close of business on                     ,
20     (the “Calculation Date”) and has been prepared in accordance with the provisions of the Credit Agreement. 

 

 Exh. E - 1 







 2. (a) The Total Unencumbered Asset Value (exclusive of Excess Canada Value and Excess
Redevelopment and Development Value) is $                    , (b) the Excess Canada Value, if any, is
$                    , and (c) the Excess Redevelopment and Development Value, if any, is
$                    , each as of the Calculation Date and as more fully described on Schedule I hereto. 

3. As of the Calculation Date, Unsecured Debt does not exceed 70% of the Total Unencumbered Asset Value, in accordance with
Section 5.04(b)(i) of the Credit Agreement. 
 4. At the end of the fiscal quarter of the Parent Guarantor most recently
completed and as of the Calculation Date, the Parent Guarantor maintained an Unencumbered Assets Debt Service Coverage Ratio of not less than 1.50:1.00, in accordance with Section 5.04(b)(ii) of the Credit Agreement. 

5. This certificate is furnished to the Administrative Agent pursuant to Section [3.01(a)(xv) / 3.02(a)(x) / 5.03(d)] of the Credit
Agreement. 
 6. The Unencumbered Assets comply with all Unencumbered Asset Conditions (except to the extent waived in writing
by the Required Lenders) and otherwise conform and comply with the conditions, terms, warranties, representations and covenants set forth in the Credit Agreement. 

[Remainder of page intentionally left blank] 

 

 Exh. E - 2 








			
	DIGITAL REALTY TRUST, INC.
		
	By	 	  

		 	Name:
		 	Title:


  

 Exh. E - 3 







 SCHEDULE I — Calculation of Total Unencumbered Asset Value 

 

											
	 (i)       Sum of Asset Values for all Unencumbered Assets (from charts
below)
	  	$	______	  	 			  		
				
	 (ii)      (a) Number of Unencumbered Assets
	  	 	______	  	 			  		
				
	 (b)      Weighted average occupancy of all Unencumbered Assets (other than Redevelopment Assets and
Development Assets)
	  	 	______	% 	 			  		
				
	 (iii)     If

 
 •     the
dollar amount in (i) above is not equal to or greater than $115,000,000,

•     the number in (ii)(a) above is not equal to or greater than 3 or

•     the percentage in (ii)(b) above is not greater than or equal to
80%,
  
 Then

 
 •     Total
Unencumbered Asset Value equals $0.
	  				 	$	______	  		
				
	 (iv)     Lesser of (i) and (iii) equals Total Unencumbered Asset Value (prior to
adjustment for Excess Canada Value)
	  				 	$	______	  		
				
	 (v)      (a) 15% times dollar amount in (iv) above
	  	$	_______	  	 			  		
				
	 (b)      Sum of Asset Values of all Unencumbered Assets located in Canada
	  	$	_______	  	 			  		
				
	 (vi)     Excess Canada Value equals the amount, if any, by which (v)(b) exceeds
(v)(a)
	  				 	$	_______	  		
				
	 (vii)    Total Unencumbered Asset Value after adjustment for Excess Canada Value is
(iv) minus (vi) (prior to adjustment for Excess Redevelopment Value and Excess Development Value)
	  				 			  	$	_______
				
	 (viii)  (a) 33% times dollar amount in (vii) above
	  	$	_______	  	 			  		
				
	 (b)      10% times dollar amount in (vii) above
	  	$	_______	  	 			  		
				
	 (c)       Sum of Asset Values of all Redevelopment Assets
	  	$	_______	  	 			  		
				
	 (d)      Sum of Asset Values of all Development Assets
	  	$	_______	  	 			  		
				
	 (ix)     Permitted Development Assets equals lesser of (viii)(b) and (viii)(d)
	  				 	$	_______	  		
				
	 (x)      Sum of Asset Values of all Redevelopment and Development Assets is (viii)(c) plus
(ix)
	  				 	$	_______	  		
				
	 (xi)     Excess Redevelopment and Development Value equals the amount, if any, by which
(x) exceeds (viii)(a)
	  				 	$	_______	  		
				
	Total Unencumbered Asset Value equals (vii) less (xi)	  				 			  	$	_______

  

 Sch. I - 1 







 Calculation of Asset Value 

(Office Asset) 
  

										
	Office Asset: [Insert Name]
				
	 (A)   Net Operating Income attributable to such Unencumbered Asset
	  	$	______	  			  		
				
	 (B)   (1) 3% of all rental and other income from the operation of such
Unencumbered Asset for the fiscal quarter of the Parent Guarantor most recently ended for which financial statements are required to be delivered to the Lender Parties pursuant to the Credit Agreement

 
 (2)    all management
fees payable in respect of such Unencumbered Asset for such fiscal period
	  	  
  
  

$
  

$
	  
  
  

______
  

______
	  			  		
				
	 (C)   $0.25 x total number of square feet within Unencumbered Asset
	  	$	______	  			  		
				
	 (D)   Amount of pro forma upward adjustment approved by Administrative Agent for Tenancy Leases entered into
during the quarter
	  	$	______	  			  		
				
	 (E)

Insert Amount from (A)
  

Insert the sum of (B)(1) minus (B)(2) (Insert 0 if negative number)

 
 Insert Amount from (D)
	  			  	  
 $

 
 $

 
 $

 
 $
	  
 ______

  minus

______

  plus

______

  equals

______
	  		
				
	 (F)    Adjusted Net Operating Income of such Unencumbered Asset equals (i) (E) times
4 less (ii) (C)
	  			  	$	______	  		
				
	 (G)   Tentative Asset Value equals (F) ÷ either 8.25% (if a Data Center) or 7.5% (if a non-Data
Center)
	  			  	$	______	  		
				
	 (H)   If Unencumbered Asset was acquired within last 12 months, the acquisition price
	  	$	______	  			  		
				
	 (I)     Asset Value:

If Unencumbered Asset was acquired within last 12 months, insert lesser of (G) and (H).

If Unencumbered Asset was acquired 12 or more months ago, insert (G).
	  			  			  	$	______

  

 Sch. I - 2 







 Calculation of Asset Value 

(Redevelopment Asset / Development Asset) 
  

				
	Redevelopment Asset: [Insert Name]
		
	 Asset Value equals the book value of such Asset as determined in accordance with GAAP:
	  	$	_______

  

				
	Development Asset: [Insert Name]
		
	 Asset Value equals the book value of such Asset as determined in accordance with GAAP:
	  	$	_______

 Total
Unencumbered Asset Value 
  

				
	Sum of Asset Values for all Unencumbered Assets	  	$	_______

  

 Sch. I - 3 







 SCHEDULE I 

COMMITMENTS AND APPLICABLE LENDING OFFICES 
  

																				
	 Name of
Lender/
Issuing Bank
	  	Multicurrency
Revolving
Credit
Commitment
	  	U.S.
Dollar
Revolving
Credit
Commitment	  	U.S.
Dollar
Letter of
Credit
Commitment	  	Multicurrency
Letter of Credit
Commitment	  	Swing Line
Commitment	  	 Domestic Lending Office
	  	 Eurodollar Lending Office

	Citicorp North America, Inc.	  	$	56,958,762.89	  	$	28,041,237.11	  	 	—  	  	 	—  	  	$	75,000,000	  	 2 Penns Way, Suite 200

New Castle, DE 19720
 Attn.: Rose Delp

Tel. (302) 323-3606
 Fax: (212)
994-0961
	  	 2 Penns Way, Suite 200

New Castle, DE 19720
 Attn.: Rose Delp

Tel. (302) 323-3606
 Fax: (212)
994-0961

								
	Citibank, N.A.	  	 	—  	  	 	—  	  	$	50,000,000	  	$	50,000,000	  	 	—  	  	 2 Penns Way, Suite 200
 New
Castle, DE 19720
 Attn.: Rose Delp

Tel. (302) 894-6025
 Fax: (212)
994-0961
	  	 2 Penns Way, Suite 200
 New
Castle, DE 19720
 Attn.: Rose Delp

Tel. (302) 894-6025
 Fax: (212)
994-0961

								
	KeyBank, N.A.	  	$	56,958,762.89	  	$	28,041,237.11	  	 	—  	  	 	—  	  	 	—  	  	 127 Public Square,
 8th Floor

 OH-01-27-0839
 Cleveland, Ohio 44114

 ATTN: Vernon Johnson
 Tel:
216-689-0340
 Fax: 216-689-4721

Vernon_Johnson@
 keybank.com
	  	 127 Public Square,
 8th Floor

 OH-01-27-0839
 Cleveland, Ohio 44114

 ATTN: Vernon Johnson
 Tel:
216-689-0340
 Fax: 216-689-4721

Vernon_Johnson@
 keybank.com

								
	Bank of America, N.A.	  	$	46,907,216.49	  	$	23,092,783.51	  	 	—  	  	 	—  	  	 	—  	  	 111 Westminster St.

RI1-102-08-01 Providence, RI 02903
 Attn: Susan
Salhany
 Bank of America
 Tel: 401
278-5973
 Fax: 401 278-5166
	  	 111 Westminster St.

RI1-102-08-01 Providence, RI 02903
 Attn:
Commercial Loan Administrator
 Tel: 401 278-5973

Fax: 401 278-5166



 

 Sch. I-1 








																	
	 Name of
Lender/
Issuing Bank
	  	Multicurrency
Revolving
Credit
Commitment
	  	U.S.
Dollar
Revolving
Credit
Commitment	  	U.S.
Dollar
Letter of
Credit
Commitment	  	Multicurrency
Letter of Credit
Commitment	  	Swing Line
Commitment	  	 Domestic Lending Office
	  	 Eurodollar Lending Office

	Merrill Lynch Capital Corporation	  	$	46,907,216.49	  	$	23,092,783.51	  	—  	  	—  	  	—  	  	 4 World Financial Centers,
22nd Floor

New York, NY 10080
 Attn: Neyda Darias

Tel: 212-449-7742
 Fax:
212-449-9435
	  	 4 World Financial Centers,
16th Floor

New York, NY 10080
 Attn: Brian
Buttenmuller
 Tel: 212-449-8743
 Fax:
212-449-9435

								
	Royal Bank of Scotland PLC	  	$	46,907,216.49	  	$	23,092,783.51	  	—  	  	—  	  	—  	  	 Royal Bank of Scotland PLC
 101
Park Avenue, 6th Floor

New York, New York 10178
 Attn: Brett R Hudak

 Tel: 212-401-1439
 Fax: 212-401-1494

 brett.hudak@RBS.com
	  	 Royal Bank of Scotland PLC
 101
Park Avenue, 6th Floor

New York, New York 10178
 Attn: Brett R Hudak

 Tel: 212-401-1439
 Fax: 212-401-1494

 brett.hudak@RBS.com

								
	Sovereign Bank	  	 	—  	  	$	50,000,000	  	—  	  	—  	  	—  	  	 Sovereign Bank
 75 State St.,
MA1 SST 04-11
 Boston, MA 02109
 Attn:
T. Gregory Donohue
 Tel: 617-757-5578

Fax: 617-757-5652
 tdonohue@sovereignbank.com

	  	 Sovereign Bank
 75 State St.,
MA1 SST 04-11
 Boston, MA 02109
 Attn:
T. Gregory Donohue
 Tel: 617-757-5578

Fax: 617-757-5652
 tdonohue@sovereignbank.com


								
	Raymond James Bank, FSB	  	 	—  	  	$	40,000,000	  	—  	  	—  	  	—  	  	 Raymond James Bank, FSB
 710
Carillon Parkway
 St. Petersburg, FL 33716

Attn: Thomas G. Scott
 Tel:
727-567-4196
 Fax: 727-567-8830
	  	 Raymond James Bank, FSB
 P.O.
Box 11628
 St. Petersburg, FL 33716

Attn: Thomas G. Scott
 Tel:
727-567-4196
 Fax: 727-567-8830



 

 Sch. I-2 








																	
	 Name of
Lender/
Issuing Bank
	  	Multicurrency
Revolving
Credit
Commitment
	  	U.S.
Dollar
Revolving
Credit
Commitment	  	U.S.
Dollar
Letter of
Credit
Commitment
	  	Multicurrency
Letter of 
Credit
Commitment	  	Swing Line
Commitment	  	 Domestic Lending Office
	  	 Eurodollar Lending Office

	Royal Bank of Canada, New York Branch	  	$	26,804,123.71	  	$	13,195,876.29	  	—  	  	—  	  	—  	  	 Royal Bank of Canada
 One
Liberty Plaza,
 3rd Floor
 165 Broadway

 New York, NY 10006-1404
 Attn:
Manager, Loans Administration
 Tel: (212) 428-6369

Fax: (212) 428-2372
	  	 Royal Bank of Canada
 One
Liberty Plaza,
 3rd Floor
 165 Broadway

 New York, NY 10006-1404
 Attn:
Manager, Loans Administration
 Tel: (212) 428-6369

Fax: (212) 428-2372

								
	Credit Suisse, Cayman Islands Branch (f/k/a Credit Suisse First Boston, acting through its Cayman Islands Branch)	  	$	16,752,577.32	  	$	8,247,422.68	  	—  	  	—  	  	—  	  	 Credit Suisse First Boston

Eleven Madison Avenue,

25th Floor

 New York, NY 10010
 Attn: Jill Hogan

 Tel: 212 325-9092
 Fax: 212 743-1860

 corpbanking.tmg@csfb. com
	  	 Credit Suisse First Boston

Eleven Madison Avenue
 New York, NY
10010
 Attn: Jill Hogan
 Tel: 212
325-9092
 Fax: 212 743-1860

corpbanking.tmg@csfb. Com

								
	Société Générale	  	 	—  	  	$	25,000,000	  	—  	  	—  	  	—  	  	 Société Générale

Trammell Crow Center
 2001 Ross Ave.,

Suite 4900
 Dallas TX 75201

Attn: Becky Adudell
 Tel:
214-979-2776
	  	 Société Générale

1221 Avenue of the Americas
 New York, NY 10020

 Attn: Tina Chen
 Tel: 212-278-6164

 Fax: 212-278-7343

								
	UBS Loan Finance LLC	  	$	16,752,577.32	  	$	8,247,422.68	  	—  	  	—  	  	—  	  	 UBS Loan Finance LLC
 677
Washington BLVD,

6th Floor
 South
 Stamford, CT 06901
 Attn:
Deborah Porter
 Tel: 203-719-6391
 Fax:
203-719-4176
	  	 UBS Loan Finance LLC
 677
Washington BLVD
 Stamford, CT 06901

Attn: Deborah Porter
 Tel:
203-719-6391
 Fax: 203-719-4176



 

 Sch. I-3 








																	
	 Name of
Lender/
Issuing Bank
	  	Multicurrency
Revolving
Credit
Commitment
	  	U.S. Dollar
Revolving
Credit
Commitment	  	U.S.
Dollar
Letter of
Credit
Commitment	  	Multicurrency
Letter of 
Credit
Commitment	  	Swing Line
Commitment	  	 Domestic Lending Office
	  	 Eurodollar Lending Office

	Allied Irish Banks, p.l.c.	  	$	10,051,546.40	  	$	4,948,453.60	  	—  	  	—  	  	—  	  	 Allied Irish Banks, p.l.c.
 AIB
Capital Markets
 Iona House, Shelbourne Road

Dublin, Ireland
 Attn: Shane Hennessy

Tel: +353 1 6416730
 Fax: +353 1
6603529
 shane.d.hennessy@aib.ie
	  	 Allied Irish Banks, p.l.c.
 AIB
Capital Markets
 Iona House, Shelbourne Road

Dublin, Ireland
 Attn: Shane Hennessy

Tel: +353 1 6416730
 Fax: +353 1
6603529
 shane.d.hennessy@aib.ie

								
	Chang Hwa Commercial Bank, Ltd., New York Branch	  	 	—  	  	$	15,000,000	  	—  	  	—  	  	—  	  	 Chang Hwa Commercial Bank, Ltd., New York Branch

685 Third Avenue,
 29th Floor

New York, NY 10017
 Attn: Nelson Chou

Tel: 212-651-9770
 Fax:
212-651-9785
	  	 Chang Hwa Commercial Bank, Ltd., New York Branch

685 Third Avenue,
 29th Floor

New York, NY 10017
 Attn: Nancy Lin

Tel: 212-651-9770
 Fax:
212-651-9785

								
	Mega International Commercial Bank Co., Ltd Los Angeles Branch	  	 	—  	  	$	15,000,000	  	—  	  	—  	  	—  	  	 Mega International Commercial Bank Co., Ltd Los Angeles Branch

445 S. Figueroa St.,
 Suite 1900

Los Angeles, CA
 Attn: Angela Sheu

Tel: 213-426-3872
 Fax: 213-489-1160

icbc.loan@pacbell.net
	  	 Mega International Commercial Bank Co., Ltd Los Angeles Branch

445 S. Figueroa St.,
 Suite 1900

Los Angeles, CA
 Attn: Angela Sheu

Tel: 213-426-3872
 Fax: 213-489-1160

icbc.loan@pacbell.net

								
	Comerica Bank	  	 	—  	  	$	10,000,000	  	—  	  	—  	  	—  	  	 Comerica Bank
 500 Woodward

 Detroit, Michigan 48226
 Attn:
Victoria Lage
 Tel: 313-222-5878
 Fax:
313-222-3697
 valage@comerica.com
	  	 Comerica Bank
 500 Woodward

 Detroit, Michigan 48226
 Attn:
Victoria Lage
 Tel: 313-222-5878
 Fax:
313-222-3697
 valage@comerica.com



 

 Sch. I-4 








																				
	 Name of
Lender/
Issuing Bank
	  	Multicurrency
Revolving
Credit
Commitment	  	U.S. Dollar
Revolving
Credit
Commitment	  	U.S. Dollar
Letter of
Credit

Commitment	  	Multicurrency
Letter of 
Credit
Commitment	  	Swing Line
Commitment	  	 Domestic Lending Office
	  	 Eurodollar Lending Office

	First Commercial Bank New York Agency	  	 	—  	  	$	10,000,000	  	 	—  	  	 	—  	  	 	—  	  	 First Commercial Bank New York Agency

750 Third Avenue,
34th Floor

New York, New York 10017
 Attn: Carol
Chou
 Tel: 212-880-9385
 Fax:
212-599-6133
 fcbloan@aol.com
	  	 First Commercial Bank New York Agency

750 Third Avenue,
34th Floor

New York, New York 10017
 Attn: Carol
Chou
 Tel: 212-880-9385
 Fax:
212-599-6133
 fcbloan@aol.com

		  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  		  	
	Subtotal	  	$	325,000,000	  	$	325,000,000	  	$	50,000,000	  	$	50,000,000	  	$	75,000,000	  		  	
		  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  		  	
	Total	  	 	$650,000,000	  	$	50,000,000	  	$	50,000,000	  	$	75,000,000	  		  	
		  	 	 	  	 	 	  	 	 	  	 	 	  		  	

  

 Sch. I-5 







 SCHEDULE II 

Unencumbered Assets 
  

	 	1.	2010 E. Centennial Circle 


	 	  	Tempe, Arizona 

  

	 	2.	3015 Winona Avenue 


	 	  	Burbank, California 

  

	 	3.	3065 Gold Camp Drive Rancho 


	 	  	Cordova, California 

  

	 	4.	833 Chestnut Street 


	 	  	Philadelphia, Pennsylvania 

  

	 	5.	8534 Concord Center Drive 


	 	  	Englewood, Colorado 

  

	 	6.	2401 Walsh Street 


	 	  	Santa Clara, California 

  

	 	7.	2403 Walsh Street 


	 	  	Santa Clara, California 

  

	 	8.	4700 Old Ironsides Drive 


	 	  	Santa Clara, California 

  

	 	9.	4605 Old Ironsides Drive 


	 	  	Santa Clara, California 

  

	 	10.	200 North Nash Street 


	 	  	El Segundo, California 

  

	 	11.	680 - 700 South Federal Street 


	 	    	Chicago, Illinois 

  

	 	12.	251 Exchange Place 


	 	  	Herndon, Virginia 

  

	 	13.	7620 Metro Center Drive 


	 	  	Austin, Texas 

  

	 	14.	4770 Kato Road & 1055 Page Avenue 


	 	  	Fremont, California 

  

	 	15.	12001-12245 North Freeway 


	 	  	Houston, Texas 







 SCHEDULE II 

Unencumbered Assets, continued 
  

	 	16.	113 North Meyers 


	 	    	Charlotte, North Carolina 

  

	 	17.	125 North Meyers 


	 	  	Charlotte, North Carolina 

  

	 	18.	6800 Millcreek Drive 


	 	  	Mississauga, Ontario, Canada 

  

	 	19.	101 Aquila Way 


	 	  	Austell, Georgia 

  

	 	20.	14901 FAA Boulevard 


	 	  	Fort Worth, Texas 

  

	 	21.	120 East Van Buren 


	 	  	Phoenix, Arizona 

  

	 	22.	600 Winter Street 


	 	  	Waltham, Massachusetts 

  

	 	23.	 2300 NW
89th Place 



	 	  	Miami, Florida 

  

	 	24.	1807 Michael Faraday Court 


	 	  	Reston, VA 

  

	 	25.	115 Second Avenue *  


	 	  	Waltham, Massachusetts 

  

	 	26.	7500 Metro Center Drive *  


	 	  	Austin, Texas 

  

	 	27.	4025 Midway Road *  


	 	  	Carrollton, TX 

  

	 	28.	21110 Ridgetop Circle *  


	 	  	Sterling, Virginia 

  

	 	29.	3011 Lafayette Street *  


	 	  	Santa Clara, California 

  

	 	30.	44470 Chillum Place 


	 	  	Ashburn, Virginia 

  

	 	31.	43881, 43831 & 43791 Devin Shafron Drive *  


	 	  	Ashburn, Virginia 

  

	 	32.	2055 East Technology Circle *  


	 	  	Tempe, Arizona 

  

 

	*	Redevelopment Property 

  

 2 







 SCHEDULE III 

EXISTING LETTERS OF CREDIT 
  

											
	 LC REF #
	  	LC_EFFECTIVE_DATE	  	LC_EXPIRY_DATE	  	TXN CCY LC AMT IN
LOCAL CURRENCY	  	LC AMT in USD
	 61626743 SBD
	  	11/10/2004	  	11/12/2007	  	$	5,000,000.00	  	$	5,000,000.00
	 61663744 SBD
	  	5/15//2007	  	5/10/2008	  	$	106,595.94	  	$	106,595.94
	 61651357 SBD
	  	7/31/2006	  	12/31/2007	  	€	1,319,650.00	  	$	1,838,800.31
	 61652528 SBD
	  	9/27/2006	  	10/1/2007	  	$	1,000,000.00	  	$	1,000,000.00
	 61657993 SBD
	  	1/18/2007	  	12/31/2007	  	€	2,150,820.00	  	$	2,996,952.59
	 61657992 SBD
	  	1/18/2007	  	12/31/2007	  	€	1,849,180.00	  	$	2,576,647.41
		  		  		  	 	13,650,687.61	  	$	13,518,996.25

  

 Sch. III 







 Schedule 4.01(b) 

Subsidiaries 

of Digital Realty Trust, Inc. 
  

											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	  	Aggregate
Equity
Beneficially
Owned Directly
or Indirectly by
Digital Realty
Trust,
Inc.1	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion re:
Equity Interests
of
Such Subsidiary
	 Digital Realty Trust, L.P.
	    	Maryland	    		    		  		 	
		    		    	—	    	67,991,500

(Common/
Profits Interest
Units)
	  	89.3%

(unvested
Class C Units
at Zero)
	 	Yes as to the
1,688,526 Profits
Interest Units
		    		    	—	    	1,931,536
Class C Units	  	0.0%	 	Yes
		    		    	4,140,000
Series A
Preferred
Units	    	4,140,000
Series A
Preferred Units	  	100%	 	none
		    		    	2,530,000
Series B
Preferred
Units	    	2,530,000
Series B
Preferred Units	  	100%	 	none
		    		    	8,050,000
Series C
Preferred
Units	    	7,000,000
Series C
Preferred Units	  	100%	 	Yes
	 Digital Services, Inc.
	    	Maryland	    	100	    	100	  	89.3%	 	none
	 Global Kato HG, LLC
	    	California	    	—	    	—	  	89.3%	 	none
	 GIP Stoughton, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Riverside, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Miami Holding Company, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Miami Acquisition Company, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Brea Holding Company, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Brea, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Stanford Place II, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Digital Winter, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Digital 89th Place, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Weehawken Holding Company, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global Weehawken Acquisition Company, LLC
	    	Delaware	    	—	    	—	  	89.3%	 	none
	 Global ASML, LLC
	    	California	    	—	    	—	  	89.3%	 	none








											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate
Equity
Beneficially
Owned
Directly
or
Indirectly by
Digital Realty
Trust, Inc.1	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion re:
Equity Interests
of
Such Subsidiary
	 DRT - Bryan Street, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital - Bryan Street, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital - Bryan Street Partnership, L.P.
	    	Texas	    	—	    	—	    	89.3%	 	none
	 Global Innovation Sunshine Holdings LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Marsh Member, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Marsh General Partner, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Marsh Limited Partner, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Marsh Property Owner, L.P.
	    	Texas	    	—	    	—	    	89.3%	 	none
	 34551 Ardenwood Holding Company LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 34551 Ardenwood LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 2334 Lundy Holding Company LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 2334 Lundy LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP
7th Street Holding Company, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP
7th Street, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP Wakefield Holding Company, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP Wakefield, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Webb, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Webb, L.P.
	    	Texas	    	—	    	—	    	89.3%	 	none
	 Global Lafayette Street LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Lafayette Street Holding Company, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 2045 - 2055 Lafayette Street, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP Alpha General Partner, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP Alpha Limited Partner, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP Alpha, L.P.
	    	Texas	    	—	    	—	    	89.3%	 	none
	 Global Fairmont, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 GIP Fairmont Holding Company, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none








											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate
Equity
Beneficially
Owned
Directly
or
Indirectly by
Digital Realty
Trust, Inc.1	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion re:
Equity Interests
of
Such Subsidiary
	 150 South First Street, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 200 Paul Holding Company, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 200 Paul, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 1100 Space Park Holding Company, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 1100 Space Park, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Gold Camp Holding Company, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Global Gold Camp, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital 833 Chestnut, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Concord Center, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Printers Square, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Greenspoint, L.P.
	    	Texas	    	—	    	—	    	89.3%	 	none
	 Digital Greenspoint, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 DRT Greenspoint, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Sixth & Virginia, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Sixth & Virginia Holdings, LLC
	    	Delaware	    	—	    	—	    	87.5%	 	none
	 Sixth & Virginia Properties
	    	Washington	    	—	    	—	    	43.8%	 	none
	 Digital Aquila, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital 113 N. Myers, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital 125 N. Myers, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Waltham, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Phoenix Van Buren, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Sterling Network Services, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Services Phoenix, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Piscataway, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Midway, L.P.
	    	Texas	    	—	    	—	    	89.3%	 	none
	 Digital Midway GP, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 MAPP Holding Company LLC
	    	California	    	—	    	—	    	89.3%	 	none








											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate
Equity
Beneficially
Owned
Directly
or
Indirectly by
Digital Realty
Trust, Inc.1	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion re:
Equity Interests
of
Such Subsidiary
	 MAPP Property LLC
	    	California	    	—	    	—	    	89.3%	 	none
	 Digital Lakeside Holdings, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Lakeside, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Trade Street, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 DRT Centreport, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Centreport, L.P.
	    	Texas	    	—	    	—	    	89.3%	 	none
	 Digital Business Trust
	    	Maryland	    	—	    	—	    	89.3%	 	none
	 Digital Toronto Business Trust
	    	Maryland	    	—	    	—	    	89.3%	 	none
	 Digital Toronto Nominee Inc.
	    	British Columbia	    	—	    	—	    	89.3%	 	None
	 Digital Reston, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Arizona Research Park II, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital 3011 Lafayette, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital 21110 Ridgetop, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Ashburn CS, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Connect, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Luxemburg II Sarl
	    	Luxembourg	    	—	    	—	    	89.3%	 	none
	 Digital Netherlands I BV
	    	Netherlands	    	—	    	—	    	89.3%	 	none
	 Digital Luxemburg Sarl
	    	Luxembourg	    	—	    	—	    	89.3%	 	none
	 Digital Netherlands II BV
	    	Netherlands	    	—	    	—	    	89.3%	 	none
	 Digital Netherlands III (Dublin) BV
	    	Netherlands	    	—	    	—	    	89.3%	 	none
	 Digital Netherlands IV BV
	    	Netherlands	    	—	    	—	    	89.3%	 	none
	 Digital Netherlands V BV
	    	Netherlands	    	—	    	—	    	89.3%	 	none
	 Digital Realty (Camperdown House) Limited
	    	United Kingdom	    	—	    	—	    	89.3%	 	none
	 Digital Realty (Blanchardstown) Limited
	    	Ireland	    	—	    	—	    	89.3%	 	none
	 Digital Realty (Management Company) Limited
	    	Ireland	    	—	    	—	    	89.3%	 	none
	 Digital Realty (Paris 2) SCI
	    	France	    	—	    	—	    	89.3%	 	none
	 Digital Realty (Paris) Sarl
	    	France	    	—	    	—	    	89.3%	 	none
	 Digital Realty (UK) Limited
	    	UK	    	—	    	—	    	89.3%	 	none
	 Digital Realty (Welwyn)
	    	Luxembourg	    	—	    	—	    	89.3%	 	none








											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate
Equity
Beneficially
Owned
Directly
or
Indirectly by
Digital Realty
Trust, Inc.1	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion re:
Equity Interests
of
Such Subsidiary
	 Waspar Limited
	    	Ireland	    	—	    	—	    	89.3%	 	none
	 Digital Above, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Chelsea, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Digital Vienna, LLC
	    	Delaware	    	—	    	—	    	89.3%	 	none
	 Ashbury Park Holdings Limited
	    	Jersey	    	—	    	—	    	89.3%	 	none
	 Dreamframe Limited
	    	UK	    	—	    	—	    	89.3%	 	none
	 Dreamleaf Enterprises Limited
	    	UK	    	—	    	—	    	89.3%	 	none

  

	1
	 At August 16, 2007, the REIT held 89.3% of the Common/Profits Interest Units of the Operating Partnership. 








 Subsidiaries of 

Digital Realty Trust, L.P. 
  

											
	 Name
	    	Jurisdiction
of
Formation/
Incorporation	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate
Equity
Beneficially
Owned Directly
or Indirectly by
Digital Realty
Trust,
L.P.	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion
	 Digital Services, Inc.
	    	Maryland	    	100	    	100	    	100%	 	none
	 Global Kato HG, LLC
	    	California	    	—	    	—	    	100%	 	none
	 GIP Stoughton, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Riverside, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Miami Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Miami Acquisition Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Brea Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Brea, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Stanford Place II, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Winter, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital 89th Place, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Weehawken Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Weehawken Acquisition Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global ASML, LLC
	    	California	    	—	    	—	    	100%	 	none
	 DRT - Bryan Street, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital - Bryan Street, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital - Bryan Street Partnership, L.P.
	    	Texas	    	—	    	—	    	100%	 	none
	 Global Innovation Sunshine Holdings LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Marsh Member, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Marsh General Partner, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Marsh Limited Partner, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Marsh Property Owner, L.P.
	    	Texas	    	—	    	—	    	100%	 	none
	 34551 Ardenwood Holding Company LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 34551 Ardenwood LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 2334 Lundy Holding Company LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 2334 Lundy LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP
7th Street Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP
7th Street, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP Wakefield Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP Wakefield, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Webb, LLC
	    	Delaware	    	—	    	—	    	100%	 	none








											
	 Name
	    	Jurisdiction
of
Formation/
Incorporation	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate
Equity
Beneficially
Owned Directly
or Indirectly by
Digital Realty
Trust,
L.P.	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion
	 Global Webb, L.P.
	    	Texas	    	—	    	—	    	100%	 	none
	 Global Lafayette Street LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Lafayette Street Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 2045 - 2055 Lafayette Street, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP Alpha General Partner, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP Alpha Limited Partner, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP Alpha, L.P.
	    	Texas	    	—	    	—	    	100%	 	none
	 Global Fairmont, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 GIP Fairmont Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 150 South First Street, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 200 Paul Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 200 Paul, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 1100 Space Park Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 1100 Space Park, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Gold Camp Holding Company, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Global Gold Camp, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital 833 Chestnut, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Concord Center, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Printers Square, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Greenspoint, L.P.
	    	Texas	    	—	    	—	    	100%	 	none
	 Digital Greenspoint, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 DRT Greenspoint, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Sixth & Virginia, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Sixth & Virginia Holdings, LLC
	    	Delaware	    	—	    	—	    	98%	 	none
	 Sixth & Virginia Properties
	    	Washington	    	—	    	—	    	49%	 	none
	 Digital Aquila, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital 113 N. Myers, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital 125 N. Myers, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Waltham, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Phoenix Van Buren, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Sterling Network Services, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Services Phoenix, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Piscataway, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Midway, L.P.
	    	Texas	    	—	    	—	    	100%	 	none
	 Digital Midway GP, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 MAPP Holding Company LLC
	    	California	    	—	    	—	    	100%	 	none
	 MAPP Property LLC
	    	California	    	—	    	—	    	100%	 	none
	 Digital Lakeside Holdings, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Lakeside, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Trade Street, LLC
	    	Delaware	    	—	    	—	    	100%	 	none








											
	 Name
	    	Jurisdiction
of
Formation/
Incorporation	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate
Equity
Beneficially
Owned Directly
or Indirectly by
Digital Realty
Trust,
L.P.	 	Outstanding
Options, Warrants,
Rights of Purchase
or Rights of
Conversion
	 DRT Centreport, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Centreport, L.P.
	    	Texas	    	—	    	—	    	100%	 	none
	 Digital Business Trust
	    	Maryland	    	—	    	—	    	100%	 	none
	 Digital Toronto Business Trust
	    	Maryland	    	—	    	—	    	100%	 	none
	 Digital Toronto Nominee Inc.
	    	British Columbia	    	—	    	—	    	100%	 	none
	 Digital Reston, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Arizona Research Park II, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital 3011 Lafayette, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital 21110 Ridgetop, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Ashburn CS, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Connect, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Luxemburg II Sarl
	    	Luxembourg	    	—	    	—	    	100%	 	none
	 Digital Netherlands I BV
	    	Netherlands	    	—	    	—	    	100%	 	none
	 Digital Luxemburg Sarl
	    	Luxembourg	    	—	    	—	    	100%	 	none
	 Digital Netherlands II BV
	    	Netherlands	    	—	    	—	    	100%	 	none
	 Digital Netherlands III (Dublin) BV
	    	Netherlands	    	—	    	—	    	100%	 	none
	 Digital Netherlands IV BV
	    	Netherlands	    	—	    	—	    	100%	 	none
	 Digital Netherlands V BV
	    	Netherlands	    	—	    	—	    	100%	 	none
	 Digital Realty (Camperdown House) Limited
	    	United Kingdom	    	—	    	—	    	100%	 	none
	 Digital Realty (Blanchardstown) Limited
	    	Ireland	    	—	    	—	    	100%	 	none
	 Digital Realty (Management Company) Limited
	    	Ireland	    	—	    	—	    	100%	 	none
	 Digital Realty (Paris 2) SCI
	    	France	    	—	    	—	    	100%	 	none
	 Digital Realty (Paris) Sarl
	    	France	    	—	    	—	    	100%	 	none
	 Digital Realty (UK) Limited
	    	UK	    	—	    	—	    	100%	 	none
	 Digital Realty (Welwyn)
	    	Luxembourg	    	—	    	—	    	100%	 	none
	 Waspar Limited
	    	Ireland	    	—	    	—	    	100%	 	none
	 Digital Above, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Chelsea, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Digital Vienna, LLC
	    	Delaware	    	—	    	—	    	100%	 	none
	 Ashbury Park Holdings Limited
	    	Jersey	    	—	    	—	    	100%	 	none
	 Dreamleaf Enterprises Limited
	    	UK	    	—	    	—	    	100%	 	none
	 Dreamframe Limited
	    	UK	    	—	    	—	    	100%	 	none







 Subsidiaries of 

Digital Services, Inc. 
  

												
	 Name
	  	Jurisdiction
of
Formation/
Incorporation	  	Authorized
Equity	  	Outstanding
Equity	  	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Digital Services,
Inc.
	 	 	Outstanding Options,
Warrants, Rights of
Purchase or Rights
of Conversion
	 Global Stanford Place II, LLC
	  	Delaware	  	—	  	—	  	1	% 	 	none
	 Digital Above, LLC
	  	Delaware	  	—	  	—	  	100	% 	 	none
	 Digital Chelsea, LLC
	  	Delaware	  		  		  	100	% 	 	none
	 Digital Reston, LLC
	  	Delaware	  		  		  	100	% 	 	none
	 Digital Vienna, LLC
	  	Delaware	  		  		  	100	% 	 	none
	 Digital Services Phoenix, LLC
	  	Delaware	  	—	  	—	  	100	% 	 	none


Subsidiaries of 

Global ASML, LLC 
  

											
	 Name
	  	Jurisdiction
of
Formation/
Incorporation	  	Authorized
Equity	  	Outstanding
Equity	  	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Digital Services,
Inc.
	  	Outstanding Options,
Warrants, Rights of
Purchase or Rights
of Conversion
	  
	 None
	  		  		  		  		  	

 Subsidiaries of 

Global Innovation Sunshine Holdings LLC 
  

											
	 Name
	  	Jurisdiction
of
Formation/
Incorporation	  	Authorized
Equity	  	Outstanding
Equity	  	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Global
Innovation
Sunshine
Holdings LLC	 	Outstanding Options,
Warrants, Rights of
Purchase or Rights
of Conversion
	 Asbury Park Holdings Limited
	  	United Kingdom	  	—	  	—	  	100%	 	none
	 Dreamframe Limited
	  	United Kingdom	  	—	  	—	  	100%	 	none
	 Dreamleaf Enterprises Limited
	  	United Kingdom	  	—	  	—	  	100%	 	none
	 Digital Realty Camperdown House limited
	  	United Kingdom	  	—	  	—	  	100%	 	none

 Subsidiaries of

 Global Gold Camp, LLC 
  

											
	 None
	  		  		  		  		  	

 Subsidiaries of 

Global Gold Camp Holding Company, LLC 
  

												
	 Name
	  	Jurisdiction
of
Formation/
Incorporation	  	Authorized
Equity	  	Outstanding
Equity	  	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Global Gold
Camp
Holding
Company,
LLC	 	 	Outstanding Options,
Warrants, Rights of
Purchase or Rights
of Conversion
	 Global Gold Camp, LLC
	  	Delaware	  	—	  	—	  	100	% 	 	none


Subsidiaries of 

Digital 833 Chestnut, LLC 
  

											
	 None
	  		  		  		  		  	

 Subsidiaries of 

Digital Concord Center, LLC 
  

											
	 None
	  		  		  		  		  	







 Subsidiaries of 

Digital Printers Square, LLC 
  

											
	 None
	  		  		  		  		  	

 Subsidiaries of 

Global Kato HG, LLC 
  

											
	 None
	  		  		  		  		  	

 Subsidiaries of 

Digital Greenspoint, LLC 
  

											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Digital
Greenspoint, LLC
	 	Outstanding Options,
Warrants, Rights
of
Purchase or Rights of
Conversion
	 Digital Greenspoint, L.P.
	    	Texas	    	—	    	—	    	99.9%	 	none


Subsidiaries of 

DRT Greenspoint, LLC 
  

											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by DRT Greenspoint,
LLC
	 	Outstanding Options,
Warrants, Rights
of
Purchase or Rights of
Conversion
	 Digital Greenspoint, L.P.
	    	Texas	    	—	    	—	    	0.1%	 	none


Subsidiaries of 

Digital Greenspoint, L.P. 
  

											
	 None
	    		    		    		    		    	

 Subsidiaries of 

Digital Aquila, LLC 
  

											
	 None
	    		    		    		    		    	

 Subsidiaries of 

Digital Toronto Business Trust 
  

											
	 Name
	    	Jurisdiction
of
Formation/
Incorporation	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Digital Toronto
Business Trust
	 	Outstanding Options,
Warrants, Rights
of
Purchase or Rights of
Conversion
	 Digital Toronto Nominee Inc.
	    	British Columbia, Canada	    	—	    	—	    	100%	 	none

 Subsidiaries of

 Digital Centreport, L.P. 
  

											
	 None
	  		  		  		  		  	

 Subsidiaries of 

Digital Above, LLC 
  

											
	 Name
	    	Jurisdiction of
Formation/
Incorporation
	    	Authorized
Equity	    	Outstanding
Equity	    	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Digital Above, 
LLC	 	Outstanding Options,
Warrants, Rights
of
Purchase or Rights of
Conversion
	 Digital Chelsea, LLC
	    	Delaware	    	—	    	—	    	100%	 	100%
	 Digital Reston, LLC
	    	Delaware	    	—	    	—	    	100%	 	100%
	 Digital Vienna, LLC
	    	Delaware	    	—	    	—	    	100%	 	100%







 Subsidiaries of 

Digital Chelsea, LLC 
  

											
	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital Reston, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital Vienna, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital Midway, L.P.

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital
89th Place, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital 113 N. Myers, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital 125 N. Myers, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital 3011 Lafayette, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital 21110 Ridgetop, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital Arizona Research Park II, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital Ashburn CS, LLC

	 None
	  		  		  		  		 	
	
	 Subsidiaries of

Digital Phoenix Van Buren, LLC

	 Name
	  	Jurisdiction
of
Formation/
Incorporation	  	Authorized
Equity	  	Outstanding
Equity	  	Aggregate Equity
Beneficially Owned
Directly or Indirectly
by Digital Phoenix
Van Buren, LLC
	 	Outstanding Options,
Warrants, Rights of
Purchase or Rights
of Conversion
	 Sterling Network Services, LLC
	  	Delaware	  	__	  	__	  	99%	 	none








											
	 Subsidiaries of

Digital Waltham, LLC

	 None
	  		  		  		  		  	
	
	 Subsidiaries of

Digital Winter, LLC

	 None
	  		  		  		  		  	
	
	 Subsidiaries of

GIP Stoughton, LLC

	 None
	  		  		  		  		  	







 Schedule 4.01(d) 

Certain Approvals 
  

None. 
  

Schedule 4.01(f) 

Disclosed Litigation 
  

None. 






 Schedule 4.01(n) 

Existing Debt (Other than Surviving Debt) 
  

									
	 Properties
	  	Obligor	  	Maturity Date	  	Outstanding
Principal1	  	Amortization
					
	 Unsecured Credit Facility
	  	Digital Realty Trust, L.P.	  	October 31, 2008	  	114,307,000	  	Interest Only

  

	1
	 As of June 30, 2007. 








 Schedule 4.01(o) 

Surviving Debt 
  

									
	 Properties
	  	Obligor	  	Maturity Date	  	Outstanding
Principal 1	 	Amortization
					
	 200 Paul Avenue 1-4—Mortgage
	  	200 Paul, LLC	  	October 8, 2015	  	81,000,000	 	Interest Only
					
	 34551 Ardenwood Boulevard 1-4—

Mortgage
	  	34551 Ardenwood LLC	  	November 11, 2016	  	55,000,000	 	Monthly Principal
and Interest
					
	 2334 Lundy Place—Mortgage
	  	2334 Lundy LLC	  	November 11, 2016	  	40,000,000	 	Monthly Principal
and Interest
					
	 375 Riverside Parkway—Mortgage
	  	Global Riverside, LLC	  	December 1, 2008	  	8,669,000	 	Monthly Principal
and Interest
					
	 6 Braham Street—Mortgage
	  	Digital Realty Camperdown
 House Ltd. (U.K)
	  	April 10, 2011	  	26,516,0002
	 	Monthly Principal
and Interest
					
	 600 West Seventh Street—Mortgage
	  	GIP
7th Street, LLC	  	March 15, 2016	  	58,615,000	 	Monthly Principal
and Interest
					
	 731 East Trade Street—Mortgage
	  	Digital Trade Street, LLC	  	August 21, 2010	  	5,797,000	 	Monthly Principal
and Interest
					
	 350 East Cermak Road—Mortgage
	  	Digital Lakeside, LLC	  	June 9, 2008	  	98,675,000	 	Monthly Principal
and Interest
					
	 1125 Energy Park Drive—Mortgage
	  	MAPP Property, LLC	  	March 1, 2032	  	9,513,000	 	Monthly Principal
and Interest
					
	 2323 Bryan Street—Mortgage
	  	Digital—Bryan Street
Partnership, L.P.	  	Nov. 6, 2009	  	56,207,000	 	Monthly Principal
and Interest
					
	 Paul van Vlissingenstraat 16—Mortgage
	  	Digital Netherlands II BV	  	July 18, 2013	  	14,940,0003
	 	Monthly Principal
and Interest
					
	 36 Northeast Second Street;

3300 East Birch Street;

100 & 200 Quannapowitt Parkway;

200 Boulevard East;

4849 Alpha Road;

11830 Webb Chapel Road.
	  	Global Weehawken Acquisition
Company, LLC, Global Miami
Acquisition Company, LLC, GIP
Wakefield, LLC, Global Brea,
LLC, GIP Alpha, L.P.,
Global
Webb, L.P.	  	Nov. 11, 2014	  	149,816,000	 	Monthly Principal
and Interest
					
	 Unsecured Credit Facility
	  	Digital Realty Trust, L.P.	  	Oct 31, 2008	  	114,307,000	 	Interest Only
					
	 Geneva Data Centre, Chemin d-

Epinglier 2, Geneva-Meyrin,

Switzerland– Mortgage
	  	Digital Luxemburg, Sarl	  	July 18, 2013	  	10,807,7203
	 	Monthly Principal
and Interest
					
	 2045 & 2055 LaFayette Street—Mortgage
	  	2045—2055 LaFayette Street,
LLC	  	February 6, 2017	  	68,000,000	 	Monthly Principal
and Interest
					
	 1100 Space Park Drive—Mortgage
	  	1100 Space Park LLC	  	December 11, 2016	  	55,000,000	 	Monthly Principal
and Interest








									
					
	 150 South First Street—Mortgage
	  	150 South First Street, LLC	 	February 6, 2017	  	53,287,500	 	Monthly Principal
and Interest
					
	 114 Rue Ambroise Croizat—

Mortgage
	  	Digital Realty (Paris 2) SCI	 	January 18, 2012	  	44,251,0003
	 	Monthly Principal
and Interest
					
	 Unit 9, Blanchardstown Corporate

Park—Mortgage
	  	Digital Realty (Blanchardstown)
LTD	 	January 18, 2012	  	38,045,0003
	 	Monthly Principal
and Interest
					
	 Gyroscoopweg 2E-2F—Mortgage
	  	Digital Netherlands V B.V.	 	October 18, 2013	  	9,509,0003
	 	Monthly Principal
and Interest
					
	 3 Corporate Place construction

loan—Mortgage
	  	Digital Piscataway, LLC	 	December 1, 2008	  	None drawn	 	Interest Only
					
	 Exchangeable Senior Debentures
	  	Digital Realty Trust, L.P.	 	August 15, 2026	  	172,500,000	 	Interest Only
					
	 Financing of premium for

commercial insurance coverage

for 2007
	  	Digital Realty Trust, Inc.	 	November 30, 2007	  	1,520,007	 	Monthly Principal
and Interest
					
	 Unsecured Credit Facility
	  	Digital Realty Trust, L.P.	 	August 31, 2010	  	201,944,4914
	 	Interest Only

  

	1
	 As of June 30, 2007 unless otherwise denoted. 



	2
	 Based on exchange rate of $2.01 to £1.00. 



	3
	 Based on exchange rate of $1.35 to €1.00. 



	4
	 Estimated as of the Closing Date. 








 Schedule 4.01(p) 

Existing Liens 
  

									
	
Properties2
	  	Obligor	 	Lien Holder	  	Dollar
amount1	  	Assets Secured
					
	 200 Paul Avenue 1-4
	  	200 Paul, LLC	 	Countrywide
Commercial Real Estate
Finance, Inc.	  	81,000,000	  	All current and future assets,
tangible and intangible
					
	 34551 Ardenwood

Boulevard 1-4
	  	34551 Ardenwood LLC	 	Column Financial, Inc.	  	55,000,000	  	All current and future assets,
tangible and intangible
					
	 2334 Lundy Place
	  	2334 Lundy LLC	 	Column Financial, Inc.	  	40,000,000	  	All current and future assets,
tangible and intangible
	 
	 375 Riverside Parkway
	  	Global Riverside, LLC	 	Jackson National Life
Insurance Company	  	8,669,000	  	All current and future assets,
tangible and intangible
					
	 600 West Seventh Street
	  	GIP
7th Street, LLC	 	Prudential Insurance
Company of America	  	58,615,000	  	Real property,
improvements, fixtures and
rents
					
	 731 East Trade Street
	  	Digital Trade Street,
LLC	 	Transamerica
Occidental Life
Insurance Co	  	5,797,000	  	Real and personal property,
rents, and insurance and
condemnation proceeds
	 
	 350 East Cermak Road
	  	Digital Lakeside, LLC	 	Morgan Stanley
Mortgage Capital Inc.	  	98,675,000	  	All current and future assets,
tangible and intangible
					
	 1125 Energy Park Drive
	  	MAPP Property, LLC	 	CIBC, Inc.	  	9,513,000	  	All current and future assets,
tangible and intangible
					
	 2323 Bryan Street
	  	Digital - Bryan Street
Partnership, L.P.	 	Countrywide
Commercial Real Estate
Finance, Inc.	  	56,207,000	  	All current and future assets,
tangible and intangible
	 
	 36 Northeast Second Street;

3300 East Birch Street;

100 & 200 Quannapowitt

Parkway;

200 Boulevard East;

4849 Alpha Road;

11830 Webb Chapel Road.
	  	Six CMBS Loan
Agreements: Global
Weehawken Acquisition
Company, LLC, Global
Miami Acquisition
Company, LLC, GIP
Wakefield, LLC, Global
Brea, LLC,
GIP Alpha,
L.P., Global Webb, L.P.	 	Citigroup Global
Markets Realty Corp.	  	149,816,000	  	All current and future assets,
tangible and intangible
	 
	 2045 & 2055 LaFayette Street
	  	2045—2055 LaFayette
Street, LLC	 	Greenwich Capital
Financial Products, Inc.	  	68,000,000	  	All current and future assets,
tangible and intangible
					
	 1100 Space Park Drive
	  	1100 Space Park LLC	 	Column Financial, Inc.	  	55,000,000	  	All current and future assets,
tangible and intangible
					
	 150 South First Street
	  	150 South First Street,
LLC	 	Greenwich Capital
Financial Products, Inc.	  	53,288,000	  	All current and future assets,
tangible and intangible








									
	
Properties2
	  	Obligor	 	Lien Holder	  	Dollar
amount1	 	Assets Secured
					
	 3 Corporate Place construction loan
	  	Digital Piscataway, LLC	 	Merrill Lynch Bank
USA	  	None drawn	 	All current and future assets,
tangible and intangible
					
	 Financing of premium for

DLR’s 2007 commercial

insurance coverage
	  	Digital Realty Trust, Inc.	 	Factory Mutual
Insurance Co and Lloyds
of London	  	1,520,007	 	The unearned premiums and
loss payments
					
	 International
Properties2
	  	Obligor	 	Lien Holder	  	Dollar
amount1	 	Assets Secured
					
	 6 Braham Street
	  	Digital Realty Camperdown
House Ltd. (U.K)	 	Bayerische Landesbank	  	26,516,0003
	 	All current and future assets,
tangible and intangible
					
	 6 Braham Street
	  	Global Innovation Sunshine
Holdings LLC	 	Bayerische Landesbank	  	9,145,5003
	 	Certain capital of Digital
Realty (Camperdown House)
Limited and all Derivative
Assets thereof
					
	 Paul van Vlissingenstraat 16
	  	Digital Netherlands II BV	 	Credit Suisse	  	14,940,0005
	 	All current and future assets,
tangible and intangible
					
	 Geneva Data Centre, Chemin d-

Epinglier 2, Geneva-Meyrin,

Switzerland
	  	Digital Luxemburg, Sarl	 	Credit Suisse	  	10,807,7205
	 	All current and future assets,
tangible and intangible
	 
					
	 114 Rue Ambroise Croizat
	  	Digital Realty (Paris 2) SCI	 	Credit Suisse
International	  	44,251,0005
	 	Cross Collateralized:
 All current
and future assets,
tangible and intangible

					
	 Unit 9, Blanchardstown

Corporate Park
	  	Digital Realty
(Blanchardstown) LTD	 		  	38,045,0005
	 	
	 
					
	 Gyroscoopweg 2E-2F
	  	Digital Netherlands V B.V.	 	Credit Suisse	  	9,509,0005
	 	Perpetual leasehold on
land and all other current
and future assets, tangible
and intangible


 

	1
	 As of June 30, 2007. 



	2
	 For address, see Schedule 4.01(q) 



	3
	 Based on exchange rate of $2.01 to £1.00. 



	5
	 Based on exchange rate of $1.35 to €1.00. 








 Schedule 4.01(q) 

Owned Real Properties 
  

							
	 Property Name
	  	 Address
	  	 Record Owner
	  	Book Value1
				
	 36 NE
2nd Street
	  	 Miami, FL
 (Miami-Dade County)

	  	Global Miami Acquisition Company, LLC, a Delaware limited liability company	  	23,569,757
				
	 200 Paul Avenue
	  	San Francisco, CA (San Francisco County)	  	200 Paul, LLC, a Delaware limited liability company	  	118,400,938
				
	 1100 Space Park Drive
	  	 Santa Clara, CA
 (Santa Clara
County)
	  	1100 Space Park LLC, a Delaware limited liability company	  	35,140,435
				
	 150 South First Street
	  	 150 South First Street, San Jose, CA

(Santa Clara County)
	  	150 South First Street, LLC, a Delaware limited liability company	  	33,972,539
				
	 34551 Ardenwood Blvd 1-4
	  	 34551 Ardenwood Blvd, Fremont, CA

(Alameda County)
	  	34551 Ardenwood LLC, a Delaware limited liability company	  	49,620,317
				
	 375 Riverside Parkway
	  	 375 Riverside Pkwy,
 Atlanta,
GA
 (Douglas County)
	  	Global Riverside, LLC, a Delaware limited liability company	  	21,689,058
				
	 3300 East Birch Street
	  	 3300 E. Birch Street,
 Brea, CA

 (Orange County)
	  	Global Brea LLC, a Delaware limited liability company	  	8,247,864
				
	 8 Braham Street
	  	 6 Braham Street,
 London UK

	  	Digital Realty Camperdown House Ltd. (U.K)	  	39,390,370
				
	 600 West Seventh Street
	  	 600 West
7th Street,

Los Angeles, CA
 (Los Angeles
County)
	  	GIP
7th Street, LLC, a Delaware limited liability
company	  	80,001,845
				
	 100 & 200 Quannapowitt Pkwy
	  	 100 & 200 Quannapowitt Parkway,

Wakefield, MA
 (Middlesex County)
	  	GIP Wakefield LLC, a Delaware limited liability company	  	46,439,427
				
	 3065 Gold Camp Drive
	  	 3065 Gold Camp Drive,
 Rancho
Cordova, CA
 (Sacramento County)
	  	Global Gold Camp, LLC, a Delaware limited liability company	  	12,363,238
				
	 300 Boulevard East
	  	 300 Blvd. East, Weehawken, NJ

(Hudson County)
	  	Global Weehawken Acquisition Company, LLC, a Delaware limited liability company	  	65,645,983
				
	 47700 Kato Road & 1055 Page Avenue
	  	 47700 Kato Road & 1055 Page Ave, Fremont, CA

(Alameda County)
	  	Global Kato HG, LLC, a California limited liability company	  	25,590,484
				
	 2334 Lundy Place
	  	 2334 Lundy Place,
 San Jose, CA

 (Santa Clara County)
	  	2334 Lundy LLC, a Delaware limited liability company	  	23,724,312
				
	 2045 & 2055 LaFayette Street
	  	 2045 and 2055 Lafayette,
 Santa
Clara, CA
 (Santa Clara County)
	  	2045 – 2055 LaFayette Street, LLC, a Delaware limited liability company	  	53,152,578
				
	 3015 Winona Avenue
	  	 3015 Winona Avenue
 Burbank, CA
91504
	  	Digital Realty Trust, L.P., a Maryland limited partnership	  	14,944,199








							
	 Property Name
	  	 Address
	  	 Record Owner
	  	Book Value1
				
	 833 Chestnut Street
	  	833 Chestnut Street	  	Digital 833 Chestnut, LLC, a Delaware limited liability company	  	65,279,988
				
	 350 East Cermak Road
	  	350 E. Cermak Street Chicago, IL	  	Digital Lakeside, LLC, a Delaware limited liability company	  	140,968,358
				
	 2401 Walsh Street
	  	 2401 Walsh Street
 Santa Clara,
CA 95051
	  	Digital Realty Trust, L.P., a Maryland limited partnership	  	25,809,441
				
	 2403 Walsh Street
	  	 2403 Walsh Street
 Santa Clara,
CA 95051
	  	Digital Realty Trust, L.P., a Maryland limited partnership	  	17,351,661
				
	 4700 Old Ironsides Drive
	  	 4700 Old Ironsides Dr.
 Santa
Clara, CA 95054
	  	Digital Realty Trust, L.P., a Maryland limited partnership	  	15,511,678
				
	 4650 Old Ironsides Drive
	  	 4650 Old Ironsides Dr.
 Santa
Clara, CA 95054
	  	Digital Realty Trust, L.P., a Maryland limited partnership	  	10,713,972
				
	 200 North Nash Street
	  	 200 North Nash Street
 El
Segundo, CA 90245
	  	Digital Realty Trust, L.P., a Maryland limited partnership	  	17,401,202
				
	 731 East Trade Street
	  	 731 E. Trade Street
 Charlotte,
NC
	  	Digital Trade Street, LLC, a Delaware limited liability company	  	8,253,141
				
	 113 North Myers
	  	 113 N. Myers Street
 Charlotte,
NC
	  	113 N. Myers, a Delaware limited liability company	  	4,560,215
				
	 125 North Myers
	  	 125 N. Myers
 Charlotte, NC

	  	125 N. Myers, LLC, a Delaware limited liability company	  	10,562,466
				
	 600-780 S. Federal
	  	 600 S. Federal Street
 Chicago,
IL
	  	Digital Printer’s Square, LLC, a Delaware limited liability company	  	36,322,117
				
	 8534 Concord Center Drive
	  	 8534 Concord Center Drive

Englewood, CO 80112
	  	Digital Concord Center, LLC, a Delaware limited liability company	  	14,525,544
				
	 2010 East Centennial Circle
	  	 2010 E. Centennial Circle

Tempe, AZ 85284
	  	Global ASML, LLC, a California limited liability company	  	19,099,104
				
	 4849 Alpha Road
	  	 4849 Alpha Road, Dallas, TX

(Dallas County)
	  	GIP Alpha, L.P., a Texas limited partnership	  	14,008,963
				
	 2323 Bryan Street
	  	 2323 Bryan Street, Dallas, TX

(Dallas County)
	  	Digital – Bryan Street Partnership, L.P., a Texas limited partnership	  	83,068,498
				
	 2440 Marsh Lane
	  	 2440 Marsh Lane, Carrolton, TX

(Dallas County)
	  	Global Marsh Property Owner, L.P., a Texas limited partnership	  	9,479,685
				
	 11830 Webb Chapel Road
	  	 11830 Webb Chapel Road, Dallas, TX

(Dallas County)
	  	Global Webb, L.P., a Texas limited partnership	  	40,568,561
				
	 115 Second Avenue
	  	115 Second Avenue, Waltham, MA (Middlesex County)	  	Digital Waltham, LLC, a Delaware limited liability company	  	23,710,540
				
	 Chemin de l’Epinglier 2
	  	Chemin De L’Epingler 2, 1217 Geneva-Meyrin, Switzerland	  	Digital Luxemburg Sarl (Lux), a Luxemburg company	  	13,988,716








							
	 Property Name
	  	 Address
	  	 Record Owner
	  	Book Value1
				
	 251 Exchange Place
	  	251 Exchange Place, Herndon, VA (Fairfax County)	  	Digital Realty Trust L.P., a Maryland limited partnership	  	12,407,349
				
	 7500 Metro Center Drive
	  	7500 Metro Center Drive, Austin, TX (Travis County)	  	Digital Realty Trust L.P., a Maryland limited partnership	  	5,621,833
				
	 7620 Metro Center Drive
	  	7520 Metro Center Drive, Austin, TX (Travis County)	  	Digital Realty Trust L.P., a Maryland limited partnership	  	7,008,434
				
	 3 Corporate Place
	  	3 Corporate Place, Piscataway, New Jersey	  	Digital Piscataway, LLC, a Delaware limited liability company	  	51,825,442
				
	 4025 Midway Road
	  	4025 Midway Road, Carrollton, Texas	  	Digital Midway L.P., a Texas limited partnership	  	28,194,710
				
	 Clonshaugh Industrial Estate
	  	Clonshaugh Industrial Estate, Dublin 17, Ireland	  	Digital Netherlands III (Dublin) BV, a Netherlands Company	  	7,240,908
				
	 Conshaugh LAND ONLY
	  	Clonshaugh Industrial Estate, Dublin 17, Ireland	  	Digital Realty (Blanchardstown) Limited	  	12,709,526
				
	 Paul van Vlissingenstraat 16
	  	Paul van Vlissingenstraat 16, 1096 BK, Amsterdam, Netherlands	  	Digital Netherlands II BV, a Netherlands Company	  	19,063,418
				
	 6800 Millcreek Drive
	  	6800 Millcreek Drive Mississauga, Ontario, Canada	  	Digital Toronto Nominee, Inc., a British Columbia Company	  	15,835,877
				
	 101 Aquila Way
	  	101 Aquila Way, Austell, Georgia	  	Digital Realty Trust L.P., a Maryland limited partnership	  	25,972,745
				
	 12001-12245 North Freeway
	  	12001-12245 North Freeway, Houston, TX (Harris County)	  	Digital Greenspoint, L.P., a Texas limited partnership	  	29,984,631
				
	 14901 FAA Boulevard
	  	14901 FAA Boulevard, Fort Worth, Texas	  	Digital Centreport L.P., a Texas limited partnership	  	49,719,437
				
	 Gyroscoopweg 2E-2F
	  	Gyroscoopweg 2E-2F, Amsterdam, Holland	  	Digital Netherlands V BV, a Netherlands Company	  	12,884,845
				
	 114 Rue Ambroise Croizat
	  	114 Rue Ambroise Croizat, St. Denis, FR	  	Digital Realty (Paris 2) SCI	  	55,261,269
				
	 Unit 9, Blanchardstown Corporate Park
	  	Unit 9, Blanchardstown Corporate Park	  	Digital Realty (Blanchardstown) LTD	  	49,313,787
				
	 1125 Energy Park Drive
	  	1125 Energy Park Drive, St. Paul, MN	  	MAPP Property, LLC	  	14,926,555
				
	 120 E Van Buren
	  	120 E Van Buren, Phoenix, AZ	  		  	178,155,578
				
	 600 Winter Street
	  	600 Winter Street, Waltham, MA	  	Digital Winter, LLC	  	7,942,919
				
	 2300 NW 89th Place
	  	2300 NW 89th Place, Miami, FL	  	Digital
89th Place, LLC	  	5,522,352








							
	 Property Name
	  	 Address
	  	 Record Owner
	  	Book Value1
				
	 2055 East Technology Circle
	  	2055 East Technology Circle, Phoenix, AZ	  	Digital Arizona Research Park II, LLC	  	11,139,458
				
	 21110 Ridgetop Circle
	  	21110 Ridgetop Circle, Sterling, VA	  	Digital 21110 Ridgetop, LLC	  	17,709,750
				
	 3011 Lafayette Street
	  	3011 Lafayette Street, Santa Clara, CA	  	Digital 3011 Lafayette, LLC	  	15,939,144
				
	 44470 Chilum Place
	  	44470 Chilum Place, Ashburn, VA	  	Digital Ashburn CS, LLC	  	42,664,461
				
	 Devin Shafron Dr
	  	Devin Shafron Drive, Ashburn, VA	  	GIP Stoughton, LLC	  	62,714,069
				
	 1807 Michael Faraday Ct
	  	1807 Michael Faraday Ct, Reston, VA	  	Digital Reston, LLC	  	7,720,053

   

	1
	 As of June 30, 2007 








 Schedule 4.01(r) 

Leased Real
Properties1 

 

									
	 Ground Sublease/Property
	  	 Lessee
	  	 Lessor
	  	 Exp. Date
	  	 Annual Rent

					
	 2010 East Centennial Circle, Tempe, AZ (Maricopa County)
	  	Global ASML, LLC, a California limited liability company	  	 [*]
	  	December 31, 2082	  	 [*]

					
	 2055 East Technology Circle, Tempe, AZ (Maricopa County)
	  	Digital Arizona Research Park II, LLC, a Delaware limited liability company	  	 [*]
	  	December 31, 2082	  	 [*]

					
	 101 Aquila Way, Austell, GA (Douglas County)
	  	Digital Aquila, LLC, a Delaware limited liability company	  	 [*]
	  	December 31, 2011	  	 [*]

					
	 Paul van Vlissingenstraat, Amsterdam, Netherlands
	  	Digital Netherlands II BV, a Netherlands Company	  	 [*]
	  	April 16, 2054	  	 [*]

					
	 Chemin de l’Epinglier 2, Geneva, Switzerland
	  	Digital Luxemburg Sarl (Lux), a Luxemburg company	  	 [*]
	  	July 1, 2074	  	 [*]

					
	 Gyroscoopweg 2E-2F Amsterdam 1042 AB, Netherlands
	  	Digital Netherlands V BV, a Netherlands Company	  	 [*]
	  	January 1, 2042 (terms adjust)	  	 [*]

					
	 Clonshaugh Industrial Estate, Dublin Ireland
	  	Digital Netherlands III (Dublin) BV, a Netherlands Company	  	 [*]
	  	December 31, 2981	  	 [*]

					
	 111 Eighth Avenue, New York, NY (NY
County)

7th
 Floor

3rd
 Floor
	  	 [*]
	  	 [*]
	  	March 15, 2022	  	 [*]

					
	 111 Eighth Avenue, New York, NY (NY County)


2nd
 Floor
	  	 [*]
	  	 [*]
	  	June 30, 2014	  	 [*]

					
	 111 Eighth Avenue, New York, NY (NY County)


6th
 Floor
	  	 [*]
	  	 [*]
	  	June 30, 2014	  	 [*]

					
	 8100 Boone Boulevard Vienna, VA (Fairfax
County)
 Suite #B-290 and “additional premises”
	  	 [*]
	  	 [*]
	  	September 14, 2007 (plus 5 yr renewal option)	  	 [*]



 
  

	1
	 As of June 30, 2007 



	[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 


	


	







 Schedule 4.01(s) 

Environmental Concerns 

PART I 

None. 
 PART
II 
  

	A.	The following properties are listed or proposed for listing on the NPL or an analogous foreign, state or local list or is adjacent to any such property.


  

	 	1.	2335 Lundy Place, San Jose, California: The ADLAR Turn Key property, which abuts the Site on the northern side, is listed by the California EPA, Office of Emergency
Information, as a Hazardous Waste & Substance site; however, Santa Clara County issued a final closure certificate for the ADLAR Turn Key property on February 15, 1995. 


	 	2.	120 East Van Buren Street, Phoenix, Arizona: According to the Arizona Department of Environmental Quality, this property is located within the Motorola 52nd Street
Superfund Site. 

   

	B.	Asbestos and/or asbestos containing materials are or are presumed to be present, based on the age of the structure, at the following properties .


  

	 	[*]	 

  

 

	[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 







  

	C.	Hazardous Material may have been or have been released, discharged or disposed on the following properties. 


 

	 	[*]	 

  

 

	[*]	Certain information on this page and the three subsequent pages have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions and pages. 








	[*]	 

 PART III 

None. 
  

 

	[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. 







 Schedule 4.01(y) 

Part A: 

Excluded Subsidiaries and Excluded Subsidiary Agreements 

 

			
	 Excluded Subsidiaries
	  	Excluded Subsidiary Agreements
		
	 Global Riverside, LLC
	  	$8,775,000 Jackson National Life mortgage
	 Global Miami Holding Company, LLC
	  	CMBS Loan Agreement
	 Global Miami Acquisition Company, LLC
	  	CMBS Loan Agreement
	 Global Brea Holding Company, LLC
	  	CMBS Loan Agreement
	 Global Brea, LLC
	  	CMBS Loan Agreement
	 Global Stanford Place II, LLC
	  	$26 million Principal Life mortgage
	 Global Weehawken Holding Company, LLC
	  	CMBS Loan Agreement
	 Global Weehawken Acquisition Company, LLC
	  	CMBS Loan Agreement
	 GIP Granite Manager, LLC
	  	$21 million Allstate mortgage
	 Global Granite Limited Partner, LLC
	  	$21 million Allstate mortgage
	 GIP Granite, L.P.
	  	$21 million Allstate mortgage
	 DRT – Bryan Street, LLC
	  	$57 million Countrywide mortgage
	 Digital Bryan Street Partnership, L.P.
	  	$57 million Countrywide mortgage
	 Digital – Bryan Street, LLC
	  	$57 million Countrywide mortgage
	 Digital Piscataway, LLC
	  	$0 million construction loan/mortgage
	 Digital Realty (Camperdown House) Ltd.
	  	$24.3 million Bayerische Bank mortgage
	 Global Marsh General Partner, LLC
	  	$43 million Deutsche Bank mortgage
	 Global Marsh Limited Partner, LLC
	  	$43 million Deutsche Bank mortgage
	 Global Marsh Property Owner, L.P.
	  	$43 million Deutsche Bank mortgage
	 GIP
7th Street Holding Company, LLC
	  	$60 million Prudential mortgage
	 GIP
7th Street, LLC
	  	$60 million Prudential mortgage
	 GIP Wakefield Holding Company, LLC
	  	CMBS Loan Agreement
	 GIP Wakefield, LLC
	  	CMBS Loan Agreement
	 Global Webb, LLC
	  	CMBS Loan Agreement
	 Global Webb, L.P.
	  	CMBS Loan Agreement
	 GIP Alpha General Partner, LLC
	  	CMBS Loan Agreement
	 GIP Alpha Limited Partner, LLC
	  	CMBS Loan Agreement
	 GIP Alpha, L.P.
	  	CMBS Loan Agreement
	 200 Paul Holding Company, LLC
	  	Countrywide $81 million mortgage
	 200 Paul, LLC
	  	Countrywide $81 million mortgage
	 Digital Toronto Nominee Inc.
	  	
	 MAPP Holding Company LLC
	  	$9.6 million Wells Fargo Mortgage
	 MAPP Property LLC
	  	$9.6 million Wells Fargo Mortgage
	 Digital Lakeside Holdings, LLC
	  	Morgan Stanley $100 million mortgage
	 Digital Lakeside, LLC
	  	Morgan Stanley $100 million mortgage








			
	 Digital Trade Street, LLC
	  	$6.0 million AEGON Mortgage
	 Global Marsh Member LLC
	  	$43 million Deutsche Bank Mortgage
	 Digital Luxemburg II Sarl
	  	
	 Digital Netherlands I BV
	  	
	 Digital Luxemburg Sarl
	  	$10.1 million Geneva Data Centre mortgage
	 Digital Netherlands II BV
	  	$14.1 million Amsterdam Data Centre mortgage
	 Digital Netherlands III (Dublin) BV
	  	
	 Digital Netherlands IV BV
	  	
	 Digital Netherlands V BV
	  	$9.0 million Redbus Data Centre mortgage
	 2045-2055 Lafayette Street, LLC
	  	Greenwich, $68.0 million mortgage
	 150 South First Street, LLC
	  	Greenwich, $53,287,500 mortgage
	 Digital Realty (Blanchardstown) Limited
	  	Credit Suisse, $38,045,000 mortgage (w/Euro=$1.35)
	 Digital Realty (Management Company) Limited
	  	
	 Digital Realty (Paris 2) SCI
	  	Credit Suisse, $44,251,000 mortgage (w/Euro=$1.35)
	 Digital Realty (Paris) Sarl
	  	
	 Digital Realty (UK) Limited
	  	
	 Digital Realty (Welwyn)
	  	
	 Waspar Limited
	  	
	 Dreamframe Limited
	  	
	 Dreamleaf Enterprises Limited
	  	
	 Asbury Park Holdings Limited
	  	

 Part B: Designated Excluded Subsidiaries 

Global Lafayette Street, LLC 
 GIP Fairmont, LLC

 Global Lafayette Street Holding Company, LLC 

GIP Fairmont Holding Company, LLC