Equinix
Annual Report 2014

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2014OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to Commission file number 000-31293 EQUINIX, INC.(Exact name of registrant as specified in its charter) Delaware 77-0487526(State of incorporation) (IRS Employer Identification No.)One Lagoon Drive, Fourth Floor, Redwood City, California 94065(Address of principal executive offices, including ZIP code)(650) 598-6000(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredCommon Stock, $0.001 The NASDAQ Stock Market LLCSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Act. x Yes ¨ NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. x Yes ¨ NoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). x Yes ¨ NoIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x NoThe aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which thecommon stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $10.7 billion. Asof January 31, 2015, a total of 56,473,723 shares of the registrant’s common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPart III – Portions of the registrant’s definitive proxy statement to be issued in conjunction with the registrant’s 2015 Annual Meeting of Stockholders,which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2014. Except as expressly incorporated by reference,the registrant’s proxy statement shall not be deemed to be a part of this report on Form 10-K. Table of ContentsEQUINIX, INC.FORM 10-KDECEMBER 31, 2014TABLE OF CONTENTS Item Page No. PART I 1. Business 3 1A. Risk Factors 16 1B. Unresolved Staff Comments 38 2. Properties 38 3. Legal Proceedings 39 4. Mine Safety Disclosure 39 PART II 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 6. Selected Financial Data 42 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 7A. Quantitative and Qualitative Disclosures About Market Risk 73 8. Financial Statements and Supplementary Data 75 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 75 9A. Controls and Procedures 76 9B. Other Information 77 PART III 10. Directors, Executive Officers and Corporate Governance 78 11. Executive Compensation 78 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 78 13. Certain Relationships and Related Transactions, and Director Independence 78 14. Principal Accounting Fees and Services 78 PART IV 15. Exhibits and Financial Statement Schedules 79 Signatures 86 Index to Exhibits 87 2Table of ContentsPART I ITEM 1.BUSINESSThe words “Equinix”, “we”, “our”, “ours”, “us” and the “Company” refer to Equinix, Inc. All statements in this discussion that are not historical areforward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regardingEquinix’s “expectations”, “beliefs”, “intentions”, “strategies”, “forecasts”, “predictions”, “plans” or the like. Such statements are based on management’scurrent expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in theforward-looking statements. Equinix cautions investors that there can be no assurance that actual results or business conditions will not differ materiallyfrom those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the risk factors discussedin this Annual Report on Form 10-K. Equinix expressly disclaims any obligation or undertaking to release publicly any updates or revisions to anyforward-looking statements contained herein to reflect any change in Equinix’s expectations with regard thereto or any change in events, conditions, orcircumstances on which any such statements are based.OverviewEquinix, Inc. connects more than 4,800 companies directly to their customers and partners inside the world’s most networked data centers. Today,businesses leverage the Equinix interconnection platform in 33 strategic markets across the Americas, Asia-Pacific, and Europe, Middle East and Africa(EMEA).Platform Equinix combines a global footprint of state-of-the-art International Business Exchange™ (IBX) data centers, a variety of interconnectionopportunities and unique ecosystems. Together these components accelerate business growth and opportunity for Equinix’s customers by safekeeping theirinfrastructure and applications closer to users, enabling them to improve performance with cost-effective and scalable interconnections, work with vendors todeploy new technologies such as cloud computing and to collaborate with the widest variety of partners and customers to achieve their ambitions.Equinix’s platform offers these unique value propositions to customers: • Global Data Centers • A broad footprint of 100+ IBX data centers in 15 countries on 5 continents. • More than $7.0 billion of capital invested in capacity, new markets and acquisitions since 1998. • Equinix delivered more than 99.9999% of uptime across its footprint in 2014. • Connected • More than 1,000 networks and approximately 147,000 cross connects in Equinix sites. • Equinix provides less than 10 milliseconds latency to over 90% of the population of North America and Europe, as well as keypopulation centers throughout Latin America and Asia-Pacific. • Partners, Customers and Prospects • Equinix sites house a blue-chip customer base of 4,800+ global businesses. • These customers represent a who’s who of network, digital media, financial services, cloud/IT and enterprise leaders. • Opportunity • Equinix data centers contain a dynamic marketplace for communications services, interconnecting businesses, networks, carriers andcontent providers to potential suppliers, customers and partners. • More than 4,800+ potential partners to deploy world-class solutions. 3®®Table of ContentsEquinix has established a critical mass of customers that continues to drive new and existing customer growth and bookings. Our network- and cloud-neutral business model also contributes to our success in the market. We offer customers direct interconnection to an aggregation of bandwidth providers,rather than focusing on selling a particular network. The providers in our sites include the world’s top carriers, Internet service providers (ISPs), broadbandaccess networks (DSL / cable) and international carriers. Neutrality also means our customers can choose to buy from, or partner with, leading companiesacross our five targeted verticals. These include: • Network and Mobile Providers (AT&T, British Telecom, Comcast, Level 3 Communications, NTT, SingTel, Syniverse, Verizon Business) • Cloud and IT Services (Amazon Web Services, Box, Carpathia, Level 3 Communications, NetApp, Microsoft, Salesforce.com, SoftLayer, Cisco,WebEx, Oracle, Datapipe, CloudSigma, Workday) • Content Providers (eBay, DIRECTV, Facebook, Hulu, LinkedIn, Priceline, Yahoo!, Zynga) • Enterprise (Bechtel, Booz Allen Hamilton, CDM Smith, Deloitte, The GAP, Ingram Micro, Katten Muchin Rosenman LLP, McGraw-Hill,Rockwell-Collins, United Stationers Inc.) • Financial Companies (ACTIV Financial, Bloomberg, Chicago Board Options Exchange, DirectEdge, JP Morgan Chase, Quantlab Financial,NASDAQ OMX NLX, NYSE Technologies, Thomson Reuters)Equinix generates revenue by providing colocation and related interconnection and managed IT infrastructure offerings on a global platform of 100+IBX data centers. • Colocation offerings include operations space, storage space, cabinets and power for customers’ colocation needs. • Interconnection offerings include Equinix Cloud Exchange, which enables simultaneous, direct connections to multiple clouds from a singleport, and Performance Hub™, which takes enterprise IT inside any one of our global data centers, bringing our customers closer to their end usersfor improved network reliability, performance and security. Equinix also offers cross connects, as well as switch ports on the Equinix InternetExchange and Equinix Carrier Ethernet Exchange services. These offerings provide scalable and reliable connectivity that allows customers toexchange traffic directly with the service provider of their choice or directly with each other, creating a performance optimized businessecosystem for the exchange of data between strategic partners. • Managed IT infrastructure services allow customers to leverage Equinix’s significant telecommunications expertise, maximize the benefits of ourIBX data centers and optimize their infrastructure and resources.The market for Equinix’s offerings has historically been served by large telecommunications carriers that have bundled their telecommunications andmanaged services with their colocation offerings. In addition, some Equinix customers, such as Microsoft, build and operate their own data centers for theirlarge infrastructure deployments, called server farms. However, these customers rely upon Equinix IBX data centers for many of their critical interconnectionrelationships. The need for large, wholesale, outsourced data centers is also being addressed by providers that build large data centers to meet customers’needs for standalone data centers, a different customer segment than Equinix serves.Due to the increasing cost and complexity of the power and cooling requirements of today’s data center equipment, Equinix has gained manycustomers that have outgrown their existing data centers or have realized the benefits of a network-neutral model and the ability to create their ownoptimized business ecosystems for the exchange of data. Strategically, we will continue to look at attractive opportunities to grow market share andselectively expand our footprint and offerings. We continue to leverage our global reach and depth to differentiate Equinix based upon our ability to supporttruly global customer requirements in all our markets. 4Table of ContentsSeveral factors contribute to the growth in demand for data center offerings, including: • The growth of “proximity communities” that rely on immediate physical colocation and interconnection with their strategic partners andcustomers, such as financial exchange ecosystems for electronic trading and settlement and ecosystems for real-time bidding and fulfillment ofInternet advertising. • The adoption of cloud computing technology services, including the growth of enterprise applications delivered across communicationsnetworks, such as Software-as-a-Service (SaaS), and disaster recovery services. • The continuing growth of consumer Internet traffic from new bandwidth-intensive services, such as video, voice over IP (VoIP), social media,mobile data, gaming, data-rich media, Ethernet and wireless services. The financial services market is experiencing tremendous growth due toelectronic trading and the increased volume of peak messages (transactions per second), requiring optimized data exchange through businessecosystems. • Significant increases in power and cooling requirements for today’s data center equipment. New generations of servers continue to concentrateprocessing capability, with associated power consumption and cooling load, into smaller footprints and many legacy-built data centers areunable to accommodate these new power and cooling demands. The high capital costs associated with building and maintaining “in-sourced”data centers creates an opportunity for capital savings by leveraging an outsourced colocation model.Industry BackgroundThe Internet is a collection of numerous independent networks interconnected to form a network of networks. Users on different networks are able tocommunicate with each other through interconnection between these networks. For example, when a person sends an email to someone who uses a differentprovider for his or her connectivity (e.g. Comcast versus Verizon), the email must pass from one network to the other to get to its final destination. Equinixprovides a physical point at which that interconnection can occur.To accommodate the rapid growth of Internet traffic, an organized approach for network interconnection was needed. This was the start of the networkera, when networks gained mutual advantage by exchanging data traffic on interoperable platforms. The exchange of traffic between these networks becameknown as peering. Peering is when networks trade traffic at relatively equal amounts and set up agreements to trade traffic often at no charge to the otherparty. At first, government and non-profit organizations established places where these networks could exchange traffic, or peer, with each other—thesepoints were known as network access points, or NAPs. Over time, many NAPs became a natural extension of carrier services and were run by such companiesas MFS (now a part of Verizon Business), Sprint, Ameritech and Pacific Bell (the last two now parts of AT&T).Ultimately, these NAPs were unable to scale with the growth of the Internet, and the lack of “neutrality” by the carrier owners of these NAPs created aconflict of interest with the participants. This created a market need for network-neutral interconnection points that could accommodate the rapidly growingneed to increase performance for enterprise and consumer users of the Internet, especially with the rise of important content providers such as AOL, Microsoft,Yahoo! and others. In addition, the providers, as well as a growing number of enterprises, required a more secure and reliable solution for direct connection toa variety of telecommunications networks, as the importance of their Internet operations continued to grow. These were the seeds of the connected era, whenpeering expanded exponentially, and between new players, and access to information anytime and anywhere became the norm.To accommodate Internet traffic growth, the largest networks left the NAPs and began connecting and trading traffic by placing private circuitsbetween each other. Peering, which once occurred at the NAP locations, was moved to these private circuits. Over the years, these circuits became expensiveto expand and could not be built quickly enough to accommodate traffic growth. This led to a need by the large carriers to find a more 5Table of Contentsefficient way to peer. Today, many customers satisfy their requirements for peering through data center providers like Equinix because it permits them to peerwith the networks they require within one location, using simple direct connections. Their ability to peer within a data center or across a data center campus,instead of across a metro area, has increased the scalability of their operations while decreasing network costs.The interconnection model has further evolved over the years to include new offerings as the increasingly collaborative landscape of theinterconnected era imposes new demands on connectivity. As enterprises become increasingly interdependent and cloud-enabled, they need real-time dataexchange and reliable, instant connections between the various corners of any given digital ecosystem to compete. Starting with the peering and networkcommunities, interconnection has been used for new network services including carrier Ethernet, multiprotocol label switching (MPLS), virtual privatenetworks (VPNs) and mobile services, in addition to traditional international private line and voice services. The industry continues to evolve with a set ofnew offerings where interconnection is often used to solve the network-to-network interconnection challenges.In addition, the enterprise customer segment is also evolving. In the past, most enterprises opted to keep their data center requirements in house.However, current trends are leading more and more enterprise CIOs to either outsource their data center requirements, and/or extend their corporate wide areanetworks (WANs) into carrier-neutral colocation facilities. The combination of globalization, the proliferation of bandwidth intensive Internet-facingapplications and rich media content, the need to provide access to cloud computing environments, business continuity and disaster recovery needs, plus tightcorporate IT budgets mean that enterprise CIOs must do more with less. Industry analysts forecast growth in the colocation market to be approximately10% per year over the next four years.Equinix Value PropositionMore than 4,800 companies, including a diversified mix of cloud and IT service providers, content providers, enterprises, financial companies, andnetwork and mobile service providers, currently operate within Equinix IBX data centers. These companies derive specific value from the following elementsof the Equinix service offering: • Interconnection leadership: The digital economy’s demands for fast, secure, instant business collaboration puts the interconnection insideEquinix at a premium. The 4,800 companies inside Equinix represent a range of global businesses, from cloud, to networks, to finance. InsideEquinix, customers can interconnect across industries with the speed, reliability and scalability needed to compete and grow. • Unrivaled cloud access: Equinix is home to 500+ cloud service providers and a variety of secure routes to the efficiencies, performance and cost-savings of the cloud. Equinix Cloud Exchange offers on-demand access to multiple cloud providers from multiple networks, enabling customersto design scalable cloud services tailored to their needs at a given moment. • Comprehensive global solution: With 100+ IBX data centers in 33 markets in the Americas, EMEA and Asia-Pacific, Equinix offers a consistentglobal solution. • Premium data centers: Equinix IBX data centers feature advanced design, security, power and cooling elements to provide customers withindustry-leading reliability, including average uptime of >99.9999% globally in 2014. While others in the market have business models thatinclude additional offerings, Equinix is focused on colocation and interconnection as our core competencies. • Dynamic business ecosystems: Equinix’s network- and cloud-neutral model has enabled us to attract a critical mass of networks and cloud and ITservices providers and that, in turn, attracts other businesses seeking to interconnect within a single location. This ecosystem model, versusconnecting to multiple partners in disparate locations, reduces costs and optimizes the performance of data exchange. As Equinix grows andattracts an even more diversified base of customers, the value of Equinix’s IBX data center offering increases. 6Table of Contents • Improved economics: Customers seeking to outsource their data center operations rather than build their own capital-intensive data centersenjoy significant capital cost savings. Customers also benefit from improved economics on account of the broad access to networks that Equinixprovides. Rather than purchasing costly local loops from multiple transit providers, customers can connect directly to more than 1,000 networksinside Equinix’s IBX data centers. • Leading insight: With more than 16 years of industry experience, Equinix has a specialized staff of industry experts and solutions architects whohelped build and shape the interconnection infrastructure of the Internet. This specialization and industry knowledge base offer customers aunique consultative value and a competitive advantage.Our StrategyOur objective is to expand our global leadership position as the premier network- and cloud-neutral data center platform for cloud and IT servicesproviders, content providers, financial companies, enterprises and network and mobile services providers. Key components of our strategy include thefollowing:Improve customer performance through interconnection. We have assembled a critical mass of premier network providers and content companies andhave become one of the core hubs of the information-driven world. This critical mass is a key selling point for companies that want to connect with a diverseset of networks to provide the best connectivity to their end customers and network companies that want to sell bandwidth to companies and interconnectwith other networks in the most efficient manner available. Currently, we house more than 1,000 unique networks, including all of the top tier networks,allowing our customers to directly interconnect with providers that best meet their unique global and regional price and performance needs. We have agrowing mass of key players in cloud and IT services, such as Accenture, Amazon Web Services, AT&T, Microsoft Azure and Salesforce.com, and in theenterprise and financial sectors, such as Bechtel, Bloomberg, Chicago Board of Trade, The GAP, McGraw-Hill, and others. We expect these segments willcontinue to grow as they seek to leverage our critical mass of network providers and interconnect directly with each other to improve performance.Streamline ease of doing business globally. Data center reliability, power availability and network choice are the most important attributes consideredby our customers when they are choosing a data center provider in a particular location. We have long been recognized as a leader in these areas and ourperformance continues to improve against these criteria. Our power infrastructure delivered 99.9999% uptime globally in 2014.In 2014, more than half of our revenue came from customers with deployments across two or more of our global regions, and as globalizationcontinues, seamless global solutions will become an increasingly important data center selection criteria. We continue to focus on strategic acquisitions toexpand our market coverage and on global product standardization, pricing and contracts harmonization initiatives to meet these global demands.Deepen existing and grow new ecosystems. As networks, cloud and IT services providers, content providers, financial services providers andenterprises locate in our IBX data centers, it benefits their suppliers and business partners to do so as well, to gain the full economic and performance benefitsof direct interconnection for their business ecosystems. These partners, in turn, pull in their business partners, creating a “network effect” of customeradoption. Our interconnection offerings enable scalable, reliable and cost-effective interconnectivity and optimized traffic exchange, thus lowering overallcost and increasing flexibility. The ability to directly interconnect with a wide variety of companies is a key differentiator for us in the market and enablescompanies to create new opportunities within unique ecosystems by working together. We have efficient and innovative Internet, Ethernet and CloudExchange platforms to accelerate commercial growth within the ecosystems in our IBX sites via this network effect.Expand vertical go-to-market plan. We plan to continue to focus our go-to-market efforts on customer segments and business applications thatappreciate the Equinix value proposition of interconnection, reliability, global reach and ecosystem collaboration opportunities. Today we have identifiedthese segments as cloud 7Table of Contentsservices, content and digital media, financial services, enterprises, IT services, and network and mobile service providers. As digital business evolves, we willcontinue to identify and focus our go-to-market efforts on industry segments that need our value proposition.Accelerate global reach and scale. We continue to evaluate expansion opportunities in select markets based on customer demand. In 2013, weacquired the Kleyer 90 carrier hotel in Frankfurt to consolidate our position in one of Europe’s key communications hubs. We entered the Osaka, Japanmarket with a new data center that provides geographic redundancy within the Japanese market. We also added capacity across our global footprint with asecond data center in Seattle, an eleventh in Northern Virginia, a fifth in Zurich, a fourth in Tokyo and a major expansion in Singapore. In 2014, wecompleted the acquisition of ALOG Data Centers of Brazil S.A. and took the remaining ownership interest of the four data centers at ALOG, including two inSão Paulo and two in Rio de Janeiro.Our strategy is to continue to grow in select existing markets and possibly expand to additional markets where demand and financial return potentialwarrant. We expect to execute this expansion strategy in a cost-effective and disciplined manner through a combination of acquiring existing data centersthrough lease or purchase, acquiring or investing in local data center operators and building new IBX data centers based on key criteria, such as demand andpotential financial return, in each market.Our CustomersOur customers include carriers, mobile and other bandwidth providers, cloud and IT services providers, content providers, financial companies andglobal enterprises. We provide each customer access to a choice of business partners and solutions based on their colocation, interconnection and managedIT service needs. As of December 31, 2014, we had more than 4,800 customers worldwide.Typical customers in our five key customer categories include the following: Cloud and IT Services Content Providers Enterprise Financial Companies Network andMobile ServicesAmazon Web ServicesBlue BoxCarpathiaWebExCisco IntercloudCloudFlareCloudSigmaCloud365DesktoneDatapipeDigital OceanGoGridIBM SoftLayerMicrosoft AzureNetAppSalesforce.com eBayHuluYahoo!ZyngaBrightRoll CDM SmithDeloitteIngram MicroKatten MuchinRosenman LLPMcGraw-HillRockwell-CollinsUnited Stationers ACTIV FinancialChicago Board ofOptions ExchangeDirectEdgeiZettleNASDAQ OMX GroupNYSE Technologies AT&TBritish TelecomComcastLevel 3CommunicationsNational Voice andDataNTT CommunicationsOrange BusinessServicesSyniverseTelefonicaVerizonXO CommunicationsCustomers typically sign renewable contracts of one or more years in length. During the years ended December 31, 2014, 2013 and 2012, our largestcustomer accounted for approximately 2% of our recurring revenues for the periods then ended. Our 50 largest customers accounted for approximately 36%,35% and 34% of our recurring revenues for the years ended December 31, 2014, 2013 and 2012, respectively. 8Table of ContentsOur OfferingsEquinix provides a choice of data center offerings primarily comprised of colocation, interconnection solutions and managed IT infrastructure services.Colocation and Related OfferingsOur IBX data centers provide our customers with secure, reliable and fault-tolerant environments that are necessary for optimum Internet commerceinterconnection. Many of our IBX data centers include multiple layers of physical security, scalable cabinet space availability, on-site trained staff(24x7x365) dedicated areas for customer care and equipment staging, redundant AC/DC power systems and other redundant and fault-tolerant infrastructuresystems. Some specifications of offerings provided may differ based on original facility design or market.Within our IBX data centers, customers can place their equipment and interconnect with a choice of networks, cloud providers or other businesspartners. We also provide customized solutions for customers looking to package our IBX offerings as part of their complex solutions. Our colocationofferings include:Cabinets. Our customers have several choices for colocating their networking, server and storage equipment. They can place the equipment in one ofour shared or private cages or customize their space. In certain select markets, customers can purchase their own private “suite” which is walled off from therest of the data center. As customers’ colocation requirements increase, they can expand within their original cage (or suite) or upgrade into a cage that meetstheir expanded requirements. Customers buy the hardware they place in our IBX data centers directly from their chosen vendors. Cabinets (or suites) arepriced with an initial installation fee and an ongoing recurring monthly charge.Power. Power is an element of increasing importance in customers’ colocation decisions. We offer both AC and DC power circuits at various amperagesand phases customized to a customer’s individual power requirements. We also offer metered power in certain markets. Power is priced with an initialinstallation fee and an ongoing recurring monthly charge.IBXflex. IBXflex allows customers to deploy mission-critical operations personnel and equipment on-site at our IBX data centers. Because of the closeproximity to their infrastructure within our IBX data centers, IBXflex customers can offer a faster response and quicker troubleshooting solution than thoseavailable in traditional colocation facilities. This space can also be used as a secure disaster recovery point for customers’ business and operations personnel.This service is priced with an initial installation fee and an ongoing recurring monthly charge.Interconnection SolutionsOur interconnection solutions enable scalable, reliable and cost-effective interconnection and traffic exchange between Equinix customers. Theseinterconnection solutions are either on a one-to-one basis with direct cross connects or one-to-many through one of our Equinix Exchange solutions. In thepeering community, we provide an important industry leadership role by acting as the relationship broker between parties who would like to interconnectwithin our IBX data centers. Our staff holds or has held significant positions in many leading industry groups, such as the North American Network Operators’Group, or NANOG, and the Internet Engineering Task Force, or IETF. Members of our staff have published industry-recognized white papers and strategydocuments in the areas of peering and interconnection, many of which are used by other institutions worldwide in furthering the education and promotion ofthis important set of solutions. We expect to continue to develop additional solutions in the area of traffic exchange that will allow our customers to leveragethe critical mass of networks, cloud services providers, and many important financial services and e-commerce industry leaders now available in our IBX datacenters. Our current exchange solutions are comprised of the following:Physical Cross Connect/Direct Interconnections. Customers needing to directly and privately connect to another IBX data center customer can do sothrough single or multi-mode fiber. These cross connections are the physical link between customers and can be implemented within 24 hours of request.Cross-connect offerings are priced with an initial installation fee and an ongoing monthly recurring charge. 9Table of ContentsEquinix Internet Exchange. Customers may choose to connect to and peer through the central switching fabric of our Equinix Internet Exchangerather than purchase a direct physical cross connection. With a connection to this switch, a customer can aggregate multiple interconnects over one physicalconnection with up to multiple, linked 10 gigabit ports of capacity instead of purchasing individual physical cross connects. The offering is priced per IBXdata center with an initial installation fee and an ongoing monthly recurring charge. Individual IBX data center prices increase as the number of participantson the exchange service grows.Equinix Metro Connect. Customers who are located in one IBX data center may need to interconnect with networks or other customers located in anadjacent or nearby IBX data center in the same metro area. Metro Connect allows customers to seamlessly interconnect between IBX data centers at capacitiesup to an OC-192, or 10 gigabits per second level. Metro Connect offerings are priced with an initial installation fee and an ongoing monthly recurring chargedependent on the capacity purchased by the customer.Internet Connectivity Services. Customers who are installing equipment in our IBX data centers generally require IP connectivity or bandwidthservices. Although many large customers prefer to contract directly with carriers, we offer customers the ability to contract for these services through us fromany of the major bandwidth providers in that data center. This service, which is provided in our Asia-Pacific and EMEA regions, is targeted to customers whorequire a single bill and a single point of support for their entire contract through Equinix for their bandwidth needs. Internet connectivity services are pricedwith an initial installation fee and an ongoing monthly recurring charge based on the amount of bandwidth committed.Ethernet Exchange Services. The Ethernet Exchange offering is similar to the Equinix Internet Exchange, and we offer it in 17 markets so thatcustomers can connect via a central switching fabric to interconnect between multiple Carrier Ethernet Providers rather than creating individual network-to-network interfaces (NNIs) between individual carriers. The offering builds on the benefits of the Internet community and extends the ability to interconnect tothe high growth Ethernet industry. The offering is priced per IBX data center with an initial fee and a monthly recurring charge.Equinix Cloud Exchange. The Equinix Cloud Exchange is an advanced interconnection solution that enables seamless, on-demand, direct access tomultiple clouds from multiple networks around the world. Cloud Exchange provides virtualized, private direct connections that bypass the Internet toprovide better security and performance with a range of bandwidth options. It enables businesses to connect to many participants (clouds, networks,enterprise customers) over a single physical port, enabling dynamic bandwidth allocation among various parties. The Equinix Cloud Exchange Portal andAPIs simplify the process of provisioning and managing connections to multiple cloud services and networks. Equinix Cloud Exchange offerings are pricedwith an initial installation fee and an ongoing monthly recurring charge dependent on the capacity purchased by the customer.Equinix Performance Hub™. The Equinix Performance Hub enables companies to securely and directly connect to leading public clouds, easilydeploy a private cloud, and lay the foundation of a hybrid cloud. Performance Hub solutions are extensions of companies’ IT network that reside withinEquinix data centers. An Equinix Performance Hub places corporate IT resources near large user populations in IBX data centers connected to many networksand clouds. Performance Hub solutions can be implemented gradually, without closing or moving out of existing data centers. This distributed, connectivity-driven approach to data center computing has been proven by Gartner, 451 Group, and many enterprise customers to provide dramatic benefits in applicationand network performance, as well as in business and IT agility. The Performance Hub offering is priced per IBX data center with an initial installation fee andan ongoing recurring monthly charge.Managed IT Infrastructure ServicesWith the continued growth in Internet traffic, networks, cloud providers, service providers, enterprises and content providers are challenged to deliverfast and reliable service, while lowering costs. With more than 1,000 network service providers, Internet Service Providers (ISPs) and fixed and mobile carriersand 500+ cloud 10Table of Contentsservices providers located in our IBX data centers, we leverage the value of network and cloud choice with our set of multi-network/cloud management andother outsourced IT services, including:Professional Services. Equinix Professional Services offer practical guidance and proven solutions to help customers optimize and future-proof theirdata center architectures. Our IBX data centers are staffed with IT, Internet, telecommunications, networking, cloud, and business continuity and disasterrecovery specialists who are on-site and/or available 24x7x365. These professionals are trained to perform installations of customer equipment and cabling.Recently, we acquired Nimbo, a leading professional services company focused on helping enterprises develop and implement hybrid cloud IT architectures.The acquisition advances Equinix’s commitment to build its professional services capabilities to support data center migrations, WAN optimization and thecreation of scalable, high performing hybrid cloud solutions. Professional services are custom-priced depending on customer requirements.Global Solutions Architects. Our Global Solutions Architects (GSAs) have decades of specialized data center expertise and hands-on experience inplanning, designing, testing, and deploying IT infrastructure, networks and cloud architectures. GSAs work with our customers and partners to definerequirements and objectives and develop a comprehensive set of planning, test/validation, migration and deployment strategies to maximize the return ontheir data center IT, networking and cloud investments. GSA services are custom-priced depending on customer requirements.Solution Validation Centers. Equinix Solution Validation Centers (SVCs)™ are state-of-the-art technology proving grounds where companies cantest and validate their data center, network and cloud designs to reduce risks in production-scale deployment and maximize their return on investment. OnlyEquinix enables its customers and partners to preview and validate the performance of enterprise data center and IT infrastructure plans with this high level ofgranularity and accuracy. Equinix SVCs are currently located in eight strategic markets around the globe, with plans for further worldwide expansion thisyear. SVC services are custom-priced depending on customer requirements.Smart Hands Services. Our customers can take advantage of our professional “Smart Hands” service, which gives customers access to our IBX datacenter staff for a variety of tasks, when their own staff is not on site. These tasks may include equipment rebooting and power cycling, card swapping andperforming emergency equipment replacement. Services are available on-demand or by customer contract and are priced on an hourly basis.Sales and MarketingSales. We use a direct sales force and channel marketing program to market our offerings to global enterprises, content providers, financial companies,and mobile and network service providers. We organize our sales force by customer type as well as by establishing a sales presence in diverse geographicregions, which enables efficient servicing of the customer base from a network of regional offices. In addition to our worldwide headquarters located inSilicon Valley, we have established an Asia-Pacific regional headquarters in Hong Kong, and a European regional headquarters in Amsterdam. Our Americassales offices are located in Boston, Chicago, Los Angeles, New York, Reston, Virginia, Silicon Valley and Toronto and sales offices in Brazil operate out ofdata centers in Sao Paulo and Rio de Janeiro. Our EMEA sales offices are located in Amsterdam, Dubai, Dusseldorf, Enschede, Frankfurt, Geneva, London,Munich, Paris, Zurich and Zwolle. Our Asia-Pacific sales offices are located in Beijing, Hong Kong, Jakarta, Seoul, Shanghai, Singapore, Sydney, Melbourneand Tokyo.Our sales team works closely with each customer to foster the natural network effect of our IBX model, resulting in access to a wider potential customerbase via our existing customers. As a result of the IBX interconnection model, IBX data center participants often encourage their customers, suppliers andbusiness partners to also locate in our IBX data centers. These customers, suppliers and business partners, in turn, encourage their business partners to locatein our IBX data centers resulting in additional customer growth. This network effect significantly reduces our new customer acquisition costs. In addition,large network providers, cloud providers or managed service providers may refer customers to Equinix as a part of their total customer solution. Equinix also 11®Table of Contentsfocuses vertical sales specialists selling to support specific industry requirements for network, mobile and content providers, financial services, cloudcomputing, systems integrators and enterprise customer segments.Marketing. To support our sales efforts and to actively promote our brand in the Americas, Asia-Pacific and EMEA, we conduct comprehensivemarketing programs. Our marketing strategies include active public relations and ongoing customer communications programs. Our marketing efforts arefocused on major business and trade publications, online media outlets, industry events and sponsored activities. Our staff holds leadership positions in keynetworking organizations, and we participate in a variety of Internet, Carrier Ethernet, computer and financial industry conferences, placing our officers andemployees in keynote speaking engagements at these conferences. We also regularly measure customer satisfaction levels and host key customer forums toensure customer needs are understood and incorporated in product and service planning efforts. From a brand perspective, we build recognition through ourwebsite, sponsoring or leading industry technical forums, participating in Internet industry standard-setting bodies and through advertising and onlinecampaigns. We continue to develop and host industry educational forums focused on peering technologies and practices for ISPs and content providers.Our CompetitionWhile a large number of enterprises own their own data centers, many others outsource some or all of their requirements to multitenant Internet datacenter facilities, such as those operated by Equinix. We believe that the outsourcing trend is likely to not only continue but also to grow in the coming years.It is estimated that Equinix is one of over 650 companies that provide Internet data center offerings around the world, ranging in size from firms with a singledata center in a single market to firms in over 20 markets. Equinix competes with these firms, which vary in terms of their data center offerings, including:Colocation ProvidersColocation data centers are a type of Internet data center that can also be referred to as “retail” data center space. Typically, colocation data centerspace is offered on the basis of individual racks/cabinets or cages ranging from 500 to 10,000 square feet in size. Typical customers of colocation providersinclude: • Large enterprises with significant IT expertise and requirements • Small and medium businesses looking to outsource data center requirements • Internet application providers • Major Internet content, entertainment and social networking providers • Shared, dedicated and managed hosting providers • Mobile and network service providers • Content delivery networksFull facility maintenance and systems, including fire suppression, security, power backup and HVAC, are routinely included in managed colocationofferings. A variety of additional services are typically available, including remote hands technician services and network monitoring services.In addition to Equinix, providers that offer colocation both globally and locally include firms such as AT&T, CenturyLink, COLT, CyrusOne, Level 3Communications, NTT and Verizon Business.Carrier-Neutral Colocation ProvidersIn addition to data center space and power, colocation providers also offer interconnection. Certain of these providers, known as network or carrier-neutral colocation providers, can offer customers the choice of hundreds of network service providers or ISPs to choose from. Typically, customers useinterconnection to buy Internet 12Table of Contentsconnectivity, connect to VoIP telephone networks, perform financial exchange and settlement functions or perform business-to-business e-commerce. Carrier-neutral data centers are often located in key network hubs around the world like New York, Ashburn, Virginia, London, Amsterdam, Singapore and HongKong. Two types of data center facilities offering carrier-neutral colocation are used for many network-to-network interconnections: • A Meet Me Room (MMR) is typically a smaller space, generally 5,000 square feet or less, located in a major carrier hotel and often found in awholesale data center facility. • A carrier-neutral data center is generally larger than an MMR and may be a stand-alone building separate from existing carrier hotels.In addition to Equinix, other providers that we believe could be defined as offering carrier-neutral colocation include CoreSite, Global Switch,Interxion, Telecity Group, Telehouse and Telx.Wholesale Data Center ProvidersWholesale data center providers lease data center space that is typically offered in cells or pods (i.e., individual white-space rooms) ranging in size from10,000 to 20,000 square feet, or larger. Wholesale data center offerings are targeted to both enterprises and to colocation providers. These data centersprimarily provide space and power without additional services like technicians, remote hands services or network monitoring (although other tenants mightoffer such services).Sample wholesale data center providers include Digital Realty Trust, DuPont Fabros Technology, e-Shelter and Global Switch.Managed HostersManaged hosting services are provided by several firms that also provide data center colocation services. Typically, managed hosting providers canmanage server hardware that is owned by either the hosting provider or the customer. They can also provide a combination of comprehensive systemsadministration, database administration and sometimes application management services. Frequently, this results in managed hosting providers “running”the customer’s servers, although such administration is frequently shared. The provider may manage such functions as operating systems, databases, securityand patch management, while the customer will maintain management of the applications riding on top of those systems.The full list of potential services that can be offered as part of managed hosting is substantial and includes services such as remote management,custom applications, helpdesk, messaging, databases, disaster recovery, managed storage, managed virtualization, managed security, managed networks andsystems monitoring. Managed hosting services are typically used for: • Application hosting by organizations of any size, including large enterprises • Hosted or managed messaging, including Microsoft Exchange and other complex messaging applications • Complex or highly scalable web hosting or e-commerce websites • Managed storage solutions (including large drive arrays or backup robots) • Server disaster recovery and business continuity, including clustering and global server load balancing • Database servers, applications and servicesExamples of managed hosters include AT&T, CenturyLink, NaviSite, Rackspace, SunGard, Verizon Business and Verizon Terremark. 13Table of ContentsUnlike other providers whose core businesses are bandwidth or managed services, we focus on neutral interconnection hubs for cloud and IT serviceproviders, content providers, financial companies, enterprises and network service providers. As a result, we do not have the limited choices found commonlyat other hosting/colocation companies. We compete based on the quality of our IBX data centers, our ability to provide a one-stop global solution in ourAmericas, EMEA and Asia-Pacific locations, the performance and diversity of our network- and cloud-neutral strategy, and the economic benefits of theaggregation of top network, cloud and business ecosystems under one roof. We expect to continue to benefit from several industry trends including the needfor contracting with multiple networks due to the uncertainty in the telecommunications market; customers’ increasing power requirements; enterprisecustomers’ increased use of virtualization and outsourcing; the continued growth of broadband and significant growth in Ethernet as a network alternative;and the growth in mobile applications.Our Business Segment Financial InformationWe currently operate in three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Information attributable toeach of our reportable segments is set forth in Note 16 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.EmployeesAs of December 31, 2014, we had 3,866 employees. We had 2,122 employees based in the Americas, 1,023 employees based in EMEA and 721employees based in Asia-Pacific. Of those employees, 1,756 were in engineering and operations, 802 were in sales and marketing and 1,308 were inmanagement, finance and administration.Real Estate Investment Trust (“REIT”) ConversionIn September 2012, we announced that our Board of Directors approved a plan for Equinix to pursue conversion to a REIT. On December 23, 2014, ourBoard of Directors formally approved our conversion to a REIT effective on January 1, 2015. We completed the implementation of the REIT conversion in2014 and as a result, we will make a tax election for REIT status for the taxable year commencing January 1, 2015. The REIT conversion will include the datacenter operations in the U.S., Europe and Japan; data center operations in other jurisdictions will be designated as taxable REIT subsidiaries (“TRSs”).As a REIT, we will generally be permitted to deduct from federal income taxes the dividends we pay to our stockholders (including, for this purpose,the value of any deemed distribution on account of adjustments to the conversion rate relating to our outstanding debt securities that are convertible into ourcommon stock, provided the deemed distribution is not a preferential dividend. The income represented by such dividends will not be subject to federaltaxation at the entity level but will be taxed, if at all, at the stockholder level. Nevertheless, the income of our TRSs which hold our U.S. operations that maynot be REIT-compliant, are subject, as applicable, to federal and state corporate income tax. Likewise, our foreign subsidiaries continue to be subject toforeign income taxes in jurisdictions in which they hold assets or conduct operations, regardless of whether held or conducted through TRSs or throughqualified REIT subsidiaries (“QRSs”). We are also subject to a separate corporate income tax on any gains recognized during a specified period (generally 10years) following the REIT conversion that are attributable to “built-in” gains with respect to the assets that we owned on January 1, 2015. Our ability toqualify as a REIT will depend upon our continuing compliance with various requirements, including requirements related to the nature of our assets, thesources of our income and the distributions to our stockholders. If we fail to qualify as a REIT, we will be subject to federal income tax at regular corporaterates. Even if we qualify for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and property in addition totaxes owed with respect to our TRS operations. In particular, while state income tax regimes often parallel the federal income tax regime for REITs, manystates do not completely follow federal rules and some may not follow them at all. 14Table of ContentsIn connection with our conversion to a REIT, we are seeking a private letter ruling (“PLR”) from the U.S. Internal Revenue Service (“IRS”). Our PLRrequest has multiple components, and we submitted the PLR request to the IRS in the fourth quarter of 2012.We have incurred $81.4 million in costs to support our conversion to a REIT, including $49.7 million in 2014. We estimate that we will incur $2.0million of one-time implementation costs to support the REIT conversion in 2015. In addition, we expect to incur a total of approximately $360.0 to $370.0million in tax liabilities associated with a change in our methods of depreciating and amortizing various data center assets for tax purposes from our priormethods to methods that are more consistent with the characterization of such assets as real property for REIT purposes. The recapture expenses are generallypayable over a four-year period starting in 2012 and, as of December 31, 2014, we have settled $281.0 million of the estimated federal and state tax liabilityrelated to the recapture of depreciation and amortization expenses. Prior to our decision to convert to a REIT, our balance sheet reflected our income taxliability as a non-current deferred tax liability. As a result of the REIT conversion, our non-current tax liability has been and will continue to be graduallyand proportionally reclassified from non-current to current over the four-year period, which started in the third quarter of 2012. The current liability reflectsthe tax liability that relates to additional taxable income expected to be recognized within the twelve-month period from the date of the balance sheet. As aREIT, we also expect to incur approximately $10.0 million annually in compliance costs beginning in 2015.On October 16, 2014, we announced the declaration by our Board of Directors of a special distribution (the “2014 Special Distribution”) of $416.0million on our shares of common stock, payable in either common stock or cash to, and at the election of, our stockholders of record as of October 27, 2014(the “Record Date”). Common stockholders elected to receive payment of the 2014 Special Distribution in the form of stock or cash, with the total cashpayment to all stockholders limited to no more than 20% of the total distribution. In accordance with tax rules applicable to REIT conversions, in order forEquinix to be eligible to qualify for taxation as a REIT for federal income tax purposes effective for the taxable year commencing January 1, 2015, we arerequired to distribute, on or before December 31, 2015, our previously undistributed accumulated earnings and profits attributable to all taxable periodsending prior to January 1, 2015 (our “Pre-2015 Accumulated E&P”). The value of the 2014 Special Distribution, plus the value of the deemed distribution onaccount of the adjustment to the conversion rate relating to our outstanding 4.75% Convertible Subordinated Notes due June 15, 2016 (the “2016Convertible Notes”) that was made as a result of the 2014 Special Distribution (the “2014 Conversion Rate Adjustment”), exceeded our Pre-2015Accumulated E&P.We intend to declare one or more special distributions in 2015 (the “2015 Special Distributions”), which would encompass some extraordinary items oftaxable income that we expect to recognize in 2015, such as depreciation recapture in respect of accounting method changes commenced in our pre-REITperiod and foreign earnings and profits recognized as dividend income. We estimate the aggregate amount of our 2015 Special Distributions, together withthe expected value of the deemed distributions associated with any adjustments to the conversion rate of the 2016 Convertible Notes resulting from the 2015Special Distributions (the “2015 Conversion Rate Adjustments”), will equal approximately $580.0 to $680.0 million. The conversion of our existing datacenter operations into the REIT and the addition of new entities into the REIT may also result in future special distributions.We also expect to begin paying quarterly dividends in 2015 in connection with our conversion to a REIT effective January 1, 2015. On February 19,2015, we announced a quarterly cash dividend of $1.69 per share payable on March 25, 2015, to shareholders of record on March 11, 2015.In connection with the formal approval of our conversion to a REIT by our Board of Directors in late December 2014, we reassessed the deferred taxassets and liabilities of our U.S. operations included in the REIT structure during the fourth quarter of 2014. The reevaluation resulted in de-recognizing thedeferred tax assets and liabilities of our REIT’s U.S. operations, excluding the deferred tax liabilities associated with the depreciation and amortizationrecapture expected in 2015. The de-recognition of the deferred tax assets and liabilities of our REIT’s U.S. operations occurred because the expected recoveryor settlement of the related 15Table of Contentsassets and liabilities will not result in deductible or taxable amounts in any post-REIT conversion periods. As a result of the de-recognition assessment, werecorded a significant income tax provision expense in the fourth quarter of 2014 of $324.1 million. The deferred tax assets and liabilities associated with ourforeign operations, regardless of whether such foreign operations are part of the REIT conversion, are not subject to the de-recognition assessment. Inaddition, we don’t expect any “built-in” gains to be recognized within the next 10 years with respect to the REIT conversion.We will continue to monitor our REIT compliance to maintain our status as a REIT. As necessary, we may convert certain of our data center operationsin Canada and Asia Pacific into the REIT in the following years.Available InformationWe were incorporated in Delaware in June 1998. We are required to file reports under the Securities Exchange Act of 1934, as amended, with theSecurities and Exchange Commission. You may read and copy our materials on file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,Washington, DC 20549. You may obtain information regarding the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC alsomaintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements and other information.You may also obtain copies of our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, and anyamendments to such reports, free of charge by visiting the Investor Relations page on our website, www.equinix.com. These reports are available as soon asreasonably practical after we file them with the SEC. Information contained on our website is not part of this Annual Report on Form 10-K. ITEM 1A.RISK FACTORSIn addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business andus:Risks Related to Operating as a REITWe may not qualify or remain qualified as a REIT.We expect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year beginningJanuary 1, 2015. We believe we are operating so as to qualify as a REIT under the Code and believe that our organization and method of operation complieswith the rules and regulations promulgated under the Code and will enable us to continue to qualify as a REIT. However, we cannot assure you that we willqualify as a REIT, or that we will remain qualified as a REIT. Qualification as a REIT requires us to satisfy numerous requirements (some on an annual andothers on a quarterly basis) established under highly technical and complex sections of the Code which may change from time to time and for which there areonly limited judicial and administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within ourcontrol. For example, in order to qualify as a REIT, we must derive at least 95% of our gross income in any year from qualifying sources. In addition, we mustsatisfy specified Asset Tests on a quarterly basis.If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under the Code: • we will not be allowed a deduction for distributions to stockholders in computing our taxable income; • we will be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at regular corporaterates; and • we will be disqualified from REIT tax treatment for four taxable years following the year we were so disqualified. 16Table of ContentsAny such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes.In addition, if we fail to qualify as a REIT, we still will have incurred substantial costs to support the REIT conversion and may still be subject tofederal and state tax liability of approximately $360.0 to $370.0 million resulting from the recapture of depreciation and amortization expenses, of which$281.0 million has been settled as of December 31, 2014.As a REIT, failure to make required distributions would subject us to federal corporate income tax.We expect to begin paying quarterly distributions in the first quarter of 2015, the amount, timing and form of which will be determined, and will besubject to adjustment, by our Board of Directors. To qualify and be taxed as a REIT, we are generally required to distribute at least 90% of our REIT taxableincome (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our stockholders. Generally, we expect todistribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintaindistributions that approximate our REIT taxable income and may fail to qualify for taxation as a REIT. In addition, our cash flows from operations may beinsufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and therecognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments ofcompensation for which Section 162(m) of the Code denies a deduction, the creation of reserves or required debt service or amortization payments.To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federalcorporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxableincome if the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.We may be required to borrow funds or raise equity to satisfy our REIT distribution requirements.Depending on the ultimate size and timing of any 2015 Special Distributions and the cash outlays associated with our conversion to a REIT, or the sizeand timing of future regular or special distributions, including any distributions made to satisfy REIT distribution requirements and maintain ourqualification and taxation as a REIT, we may need to borrow funds or raise equity, even if the then-prevailing market conditions are not favorable for theseborrowings or offerings.Any insufficiency of our cash flows to cover our REIT distribution requirements could adversely impact our ability to raise short- and long-term debt orto offer equity securities in order to fund distributions required to maintain our qualification and taxation as a REIT. Furthermore, the REIT distributionrequirements may increase the financing we need to fund capital expenditures, future growth and expansion initiatives. This would increase ourindebtedness. A significant increase in our outstanding debt could lead to a downgrade of our credit rating. A downgrade of our credit rating couldnegatively impact our ability to access credit markets. Further, certain of our current debt instruments limit the amount of indebtedness we and oursubsidiaries may incur. Significantly more financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstandingindebtedness. For a discussion of risks related to our substantial level of indebtedness, see “Other Risks”.Whether we issue equity, at what price and the amount and other terms of any such issuances will depend on many factors, including alternativesources of capital, our then-existing leverage, our need for additional capital, market conditions and other factors beyond our control. If we raise additionalfunds through the issuance of equity securities or debt convertible into equity securities, the percentage of stock ownership by our existing stockholders maybe reduced. In addition, new equity securities or convertible debt securities could have rights, 17Table of Contentspreferences and privileges senior to those of our current stockholders, which could substantially decrease the value of our securities owned by them.Depending on the share price we are able to obtain, we may have to sell a significant number of shares in order to raise the capital we deem necessary toexecute our long-term strategy, and our stockholders may experience dilution in the value of their shares as a result.Legislative or other actions affecting REITs could have a negative effect on us or our stockholders.At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. Federal and state taxlaws are constantly under review by persons involved in the legislative process, the IRS, the U.S. Department of the Treasury and state taxing authorities.Changes to the tax laws, regulations and administrative interpretations, which may have retroactive application, could adversely affect us. In addition, someof these changes could have a more significant impact on us as compared to other REITs due to the nature of our business and our substantial use of TRSs.We cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative interpretationsapplicable to us may be changed.Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.As a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the natureand diversification of our assets and the amounts we distribute to our stockholders. For example, under the Code, no more than 25% of the value of the assetsof a REIT may be represented by securities of our TRS and other nonqualifying assets. This limitation may affect our ability to make large investments inother non-REIT qualifying operations or assets. In addition, in order to maintain qualification as a REIT, we must annually distribute at least 90% of ourREIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. Even if we maintain our qualificationas a REIT, we will be subject to U.S. federal income tax at regular corporate rates for our undistributed REIT taxable income, as well as U.S. federal incometax at regular corporate rates for income recognized by our TRS. Because of these distribution requirements, we will likely not be able to fund future capitalneeds and investments from operating cash flow. As such, compliance with REIT tests may hinder our ability to make certain attractive investments,including the purchase of significant nonqualifying assets and the material expansion of non-real estate activities.There are uncertainties relating to our estimate of our 2015 Special Distributions and the expected value of the deemed distributions associated with the2015 Conversion Rate Adjustments, as well as the percentage of common stock and cash we may distribute in the 2015 Special Distributions.We have provided an estimated range of the 2015 Special Distributions and the expected value of the deemed distributions associated with the 2015Conversion Rate Adjustments. The 2015 Special Distributions will encompass our depreciation recapture in respect of our accounting method changescommenced in our pre-REIT period as well as dividend income recognized from the cumulative foreign earnings and profits of the data center operationsoutside the U.S. to be included in the REIT conversion as of January 1, 2015. However, our estimate of extraordinary items of taxable income in 2015 may beincorrect. For these reasons and others, our actual 2015 Special Distributions and, consequently, the estimated range of the sum of the Special Distributionstogether with the expected value of the deemed distributions associated with the 2015 Conversion Rate Adjustments, may be materially different from ourcurrent estimates.We anticipate paying up to 20% of the 2015 Special Distributions in the form of cash and at least 80% in the form of common stock. We may in factdecide, based on our cash flows and strategic plans, IRS revenue procedures relating to distributions of earnings and profits, leverage and other factors, to paythese amounts in a different mix of cash and common stock. 18Table of ContentsAs a REIT, we are limited in our ability to fund distribution payments using cash generated through our TRSs.Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our status as a REIT. In particular, atleast 75% of our gross income for each taxable year as a REIT must be derived from real estate. Consequently, no more than 25% of our gross income mayconsist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited,and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs become highly profitable, wemight become limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholders commensurate withthat profitability.In addition, a significant amount of our income and cash flows from our TRSs will be generated from our international operations. In many cases, thereare local withholding taxes and currency controls that may impact our ability or willingness to repatriate funds to the United States to help satisfy REITdistribution requirements.Our planned extensive use of TRSs, including for certain of our international operations, may cause us to fail to qualify as a REIT.The net income of our TRSs is not required to be distributed to the REIT, and income that is not distributed to the REIT generally will not be subject tothe REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation orreinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fairmarket value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, we would fail to qualify as aREIT.Our cash distributions are not guaranteed and may fluctuate.A REIT generally is required to distribute at least 90% of its REIT taxable income to its stockholders.Our Board of Directors, in its sole discretion, will determine on a quarterly basis the amount of cash to be distributed to our stockholders based on anumber of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations,borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestituresand any stock repurchase program. Consequently, our distribution levels may fluctuate.Even if we qualify as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, which will continue to reduceour cash flows, and we will have potential deferred and contingent tax liabilities.As a REIT, we may be subject to some federal, state, local and foreign taxes on our income and assets, including alternative minimum taxes, taxes onany undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be requiredto pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintainqualification for taxation as a REIT.A portion of our business is conducted through wholly owned TRSs because certain of our business activities could generate nonqualifying REITincome as currently structured and operated. The income of our U.S. TRSs will continue to be subject to federal and state corporate income taxes. In addition,our international assets and operations will continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations areconducted. Any of these taxes would decrease our earnings and our available cash. 19Table of ContentsWe will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 35%) on gain recognized from a sale of assetsoccurring within a specified period (generally ten years) after the effective date of our REIT election, that is, January 1, 2015, to the extent of the built-in-gainbased on the fair market value of those assets on the effective date of the REIT election in excess of our then tax basis. In addition, depreciation recaptureincome that we will recognize in our 2015 and subsequent taxable years, as a result of accounting method changes that were effective prior to January 1,2015, will be fully subject to this 35% tax.In addition, the IRS and any state or local tax authority may successfully assert liabilities against us for corporate income taxes for our pre-REIT period,in which case we will owe these taxes plus applicable interest and penalties, if any. Moreover, any increase in taxable income for these pre-REIT periods willlikely result in an increase in pre-REIT accumulated earnings and profits, which could either increase the taxable portion of our 2015 distributions to ourstockholders or cause us to pay an additional taxable distribution to our stockholders after the relevant determination.Restrictive loan covenants could prevent us from satisfying REIT distribution requirements.Restrictions in our credit facility and our indentures may prevent us from satisfying our REIT distribution requirements, and we could fail to qualify fortaxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing 100% of our REITtaxable income, we would be subject to federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts. See “Other Risks”for further information on our restrictive loan covenants.Complying with REIT requirements may limit our ability to hedge effectively and increase the cost of our hedging and may cause us to incur taxliabilities.The REIT provisions of the Code limit our ability to hedge assets, liabilities, revenues and expenses. Generally, income from hedging transactions thatwe enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets and income fromcertain currency hedging transactions related to our non-U.S. operations do not constitute “gross income” for purposes of the REIT gross income tests. To theextent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as nonqualifying income for purposesof the REIT gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedgesthrough a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on income or gains resulting from hedgesentered into by them or expose us to greater risks associated with changes in interest rates or exchange rates than we would otherwise want to bear. Inaddition, hedging losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for possible use against future capitalgain in the TRSs.We have limited experience operating as a REIT, which may adversely affect our financial condition, results of operations, cash flow, per share tradingprice of our common stock and ability to forecast dividends.We began operating as a REIT on January 1, 2015 and, as such, have limited operating history as a REIT. In addition, prior to January 1, 2015 oursenior management team had no prior experience operating a REIT. We can provide no assurance that our past experience has sufficiently prepared us tooperate successfully as a REIT. Our inability to operate successfully as a REIT, including the failure to maintain REIT status, could adversely affect ourbusiness, financial condition and results of operations.Distributions payable by REITs generally do not qualify for preferential tax rates.Qualifying distributions payable by corporations to individuals, trusts and estates that are U.S. stockholders are currently eligible for federal incometax at preferential rates. Distributions payable by REITs, in contrast, generally are not eligible for the preferential rates. The preferential rates applicable toregular corporate 20Table of Contentsdistributions could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments inthe stock of non-REIT corporations that pay distributions, which could adversely affect the value of the stock of REITs, including our common stock.Our certificate of incorporation contains restrictions on the ownership and transfer of our stock, though they may not be successful in preserving ourREIT status.As a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individualsat any time during the last half of each taxable year other than the first year for which we elect to be taxed as a REIT. In addition, rents from “affiliatedtenants” will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application ofattribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder from owning beneficially orconstructively more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever ismore restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the “ownership limits” andwe included them in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code arecomplex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individualor entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our stock) by anindividual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Anyattempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares beingautomatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownership limits, there can be noassurance that these provisions will be effective to prevent our REIT status from being jeopardized, including under the affiliated tenant rule. Furthermore,there can be no assurance that we will be able to enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and as aresult we fail to satisfy the REIT tax rules described above, then absent an applicable relief provision, we will fail to qualify as a REIT.Other RisksAcquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.Over the last several years, we have completed several acquisitions, including that of Switch & Data Facilities Company, Inc. (“Switch and Data”) in2010, an approximate 53% controlling equity interest in ALOG Data Centers do Brasil S.A. (“ALOG”) in 2011 and the remaining outstanding shares ofALOG in 2014, Asia Tone Limited and ancotel GmbH in 2012, an acquisition of a Dubai IBX data center in 2012, an acquisition of a carrier hotel inFrankfurt in 2013 and the acquisition of professional services firm Nimbo in 2015. We may make additional acquisitions in the future, which may include(i) acquisitions of businesses, products, services or technologies that we believe to be complementary, (ii) acquisitions of new IBX data centers or real estatefor development of new IBX data centers or (iii) acquisitions through investments in local data center operators. We may pay for future acquisitions by usingour existing cash resources (which may limit other potential uses of our cash), incurring additional debt (which may increase our interest expense, leverageand debt service requirements) and/or issuing shares (which may dilute our existing stockholders and have a negative effect on our earnings per share).Acquisitions expose us to potential risks, including: • the possible disruption of our ongoing business and diversion of management’s attention by acquisition, transition and integration activities; • our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition orinvestment; • the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipatedoperating efficiencies or cost savings; 21Table of Contents • the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing or for other reasons; • the dilution of our existing stockholders as a result of our issuing stock in transactions, such as our acquisition of Switch and Data, where 80% ofthe consideration payable to Switch and Data’s stockholders consisted of shares of our common stock; • the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices; • the possibility that our customers may not accept either the existing equipment infrastructure or the “look-and-feel” of a new or different IBXdata center; • the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher thananticipated; • the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all; • the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on atimely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize theexpected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations; • the possible loss or reduction in value of acquired businesses; • the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with newpartners, particularly in light of our status as a REIT; • the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed; • the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center; • the possibility of litigation or other claims in connection with, or as a result of, an acquisition, including claims from terminated employees,customers, former stockholders or other third parties; and • the possibility of pre-existing undisclosed liabilities, including, but not limited to, lease or landlord related liability, environmental liability orasbestos liability, for which insurance coverage may be insufficient or unavailable.The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows.We cannot assure that the price of any future acquisitions of IBX data centers will be similar to prior IBX data center acquisitions. In fact, we expectcosts required to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace with these potential acquisitionand expansion costs, we may not be able to maintain our current or expected margins as we absorb these additional expenses. There is no assurance we wouldsuccessfully overcome these risks or any other problems encountered with these acquisitions.Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.We have a significant amount of debt and may need to incur additional debt to support our growth. Additional debt may also be incurred to fund futureacquisitions, any future special distributions, regular distributions or the other cash outlays associated with qualifying as or maintaining qualification as aREIT. As of 22Table of ContentsDecember 31, 2014, our total indebtedness was approximately $4.7 billion, our stockholders’ equity was $2.3 billion and our cash and investments totaled$1.1 billion. In addition, as of December 31, 2014, we had approximately $956.7 million of additional liquidity available to us from our $1.0 billionrevolving credit facility as part of a $1.5 billion senior credit facility agreement entered into with a group of lenders. Some of our debt contains covenantswhich may limit our operating flexibility. In addition to our substantial debt, we lease a majority of our IBX data centers and certain equipment under non-cancellable lease agreements, the majority of which are accounted for as operating leases. As of December 31, 2014, our total minimum operating leasecommitments under those lease agreements, excluding potential lease renewals, was approximately $993.3 million, which represents off-balance sheetcommitments.Our substantial amount of debt and related covenants, and our off-balance sheet commitments, could have important consequences. For example, theycould: • require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect ofother off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution ofour expansion strategy and other general corporate requirements; • make it more difficult for us to satisfy our obligations under our various debt instruments; • increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations; • limit our flexibility in planning for, or reacting to, changes in our business and industry, which may place us at a competitive disadvantagecompared with our competitors; • limit our operating flexibility through covenants with which we must comply, such as limiting our ability to repurchase shares of our commonstock; • limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to furtherexpand our business; and • make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have notentirely hedged such variable rate debt.The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. Inaddition, the performance of our stock price may trigger events that would require the write-off of a significant portion of our debt issuance costs related toour convertible debt, which may have a material adverse effect on our results of operations.We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or thatthe terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time ofrefinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These riskscould materially adversely affect our financial condition, cash flows and results of operations.Global economic uncertainty and debt issues could adversely impact our business and financial condition.The varying pace of global economic recovery continues to create uncertainty and unpredictability and add risk to our future outlook. An uncertainglobal economy could also result in churn in our customer base, reductions in revenues from our offerings, longer sales cycles, slower adoption of newtechnologies and increased price competition, adversely affecting our liquidity. The uncertain economic environment could also have an impact on ourforeign exchange forward contracts if our counterparties’ credit deteriorates or they are otherwise unable to perform their obligations. Finally, our ability toaccess the capital markets may be severely restricted at a time when we would like, or need, to do so which could have an impact on our flexibility to pursueadditional expansion opportunities and maintain our desired level of revenue growth in the future. 23Table of ContentsThe market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.Since January 1, 2014, the closing sale price of our common stock on the NASDAQ Global Select Market has ranged from $170.48 to $235.38 pershare. The market price of the shares of our common stock has been and may continue to be highly volatile. General economic and market conditions, andmarket conditions for telecommunications stocks in general, may affect the market price of our common stock.Announcements by us or others, or speculations about our future plans, may also have a significant impact on the market price of our common stock.These may relate to: • our operating results or forecasts; • new issuances of equity, debt or convertible debt by us; • changes to our capital allocation, tax planning or business strategy; • our qualification as a REIT and our declaration of distributions to our shareholders; • a stock repurchase program; • developments in our relationships with corporate customers; • announcements by our customers or competitors; • changes in regulatory policy or interpretation; • governmental investigations; • changes in the ratings of our debt or stock by rating agencies or securities analysts; • our purchase or development of real estate and/or additional IBX data centers; • our acquisitions of complementary businesses; or • the operational performance of our IBX data centers.The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected the market prices fortelecommunications companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affectthe market price of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject tosecurities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costsand/or damages, and divert management’s attention from other business concerns, which could seriously harm our business.If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may belimited.Our capital expenditures, together with ongoing operating expenses, obligations to service our debt and the cash outlays associated with our REITdistribution requirements, will be a substantial drain on our cash flow and may decrease our cash balances. Additional debt or equity financing may not beavailable when needed or, if available, may not be available on satisfactory terms. Our inability to obtain additional debt and/or equity financing or togenerate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect our results ofoperations.Fluctuations in foreign currency exchange rates in the markets in which we operate internationally could harm our results of operations.We may experience gains and losses resulting from fluctuations in foreign currency exchange rates. To date, the majority of our revenues and costs aredenominated in U.S. dollars; however, the majority of revenues and costs in our international operations are denominated in foreign currencies. Where ourprices are denominated in 24Table of ContentsU.S. dollars, our sales and revenues could be adversely affected by declines in foreign currencies relative to the U.S. dollar, thereby making our offerings moreexpensive in local currencies. We are also exposed to risks resulting from fluctuations in foreign currency exchange rates in connection with our internationalexpansions. To the extent we are paying contractors in foreign currencies, our expansions could cost more than anticipated as a result of declines in the U.Sdollar relative to foreign currencies. In addition, fluctuating foreign currency exchange rates have a direct impact on how our international results ofoperations translate into U.S. dollars.Although we currently undertake, and may decide in the future to further undertake, foreign exchange hedging transactions to reduce foreign currencytransaction exposure, we do not currently intend to eliminate all foreign currency transaction exposure. In addition, REIT compliance rules may restrict ourability to enter into hedging transactions. Therefore, any weakness of the U.S. dollar may have a positive impact on our consolidated results of operationsbecause the currencies in the foreign countries in which we operate may translate into more U.S. dollars. However, if the U.S. dollar strengthens relative to thecurrencies of the foreign countries in which we operate, our consolidated financial position and results of operations may be negatively impacted as amountsin foreign currencies will generally translate into fewer U.S. dollars. For additional information on foreign currency risk, refer to our discussion of foreigncurrency risk in “Quantitative and Qualitative Disclosures About Market Risk” included in Item 7A of this Annual Report on Form 10-K.Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statementsand cash taxes.We are a U.S. company with global subsidiaries and are subject to income taxes in the U.S. and many foreign jurisdictions. Significant judgment isrequired in determining our worldwide provision for income taxes. Although we believe that we have adequately assessed and accounted for our potential taxliabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a resultof changes to the tax laws and interpretations thereof. The U.S. Congress as well as the governments of many of the countries in which we operate are activelydiscussing changes to the corporate recognition and taxation of worldwide income. The nature and timing of any changes to each jurisdiction’s tax laws andthe impact on our future tax liabilities cannot be predicted with any accuracy but could materially and adversely impact our results of operations andfinancial position or cash flows.We are continuing to invest in our expansion efforts but may not have sufficient customer demand in the future to realize expected returns on theseinvestments.We are considering the acquisition or lease of additional properties and the construction of new IBX data centers beyond those expansion projectsalready announced. We will be required to commit substantial operational and financial resources to these IBX data centers, generally 12 to 18 months inadvance of securing customer contracts, and we may not have sufficient customer demand in those markets to support these centers once they are built. Inaddition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our newIBX data centers. Either of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on theseinvestments.Our offerings have a long sales cycle that may harm our revenues and operating results.A customer’s decision to purchase our offerings typically involves a significant commitment of resources. In addition, some customers will be reluctantto commit to locating in our IBX data centers until they are confident that the IBX data center has adequate carrier connections. As a result, we have a longsales cycle. Furthermore, we may devote significant time and resources in pursuing a particular sale or customer that does not result in revenue. We have alsosignificantly expanded our sales force in recent years, and it will take time for these new hires to become fully productive. 25Table of ContentsDelays due to the length of our sales cycle may materially and adversely affect our revenues and operating results, which could harm our ability tomeet our forecasts and cause volatility in our stock price.Any failure of our physical infrastructure or offerings could lead to significant costs and disruptions that could reduce our revenue and harm ourbusiness reputation and financial results.Our business depends on providing customers with highly reliable solutions. We must safehouse our customers’ infrastructure and equipment locatedin our IBX data centers. We own certain of our IBX data centers, but others are leased by us, and we rely on the landlord for basic maintenance of our leasedIBX data centers. If such landlord has not maintained a leased property sufficiently, we may be forced into an early exit from the center which could bedisruptive to our business. Furthermore, we continue to acquire IBX data centers not built by us. If we discover that these IBX data centers and theirinfrastructure assets are not in the condition we expected when they were acquired, we may be required to incur substantial additional costs to repair orupgrade the centers.The offerings we provide in each of our IBX data centers are subject to failure resulting from numerous factors, including: • human error; • equipment failure; • physical, electronic and cybersecurity breaches; • fire, earthquake, hurricane, flood, tornado and other natural disasters; • extreme temperatures; • water damage; • fiber cuts; • power loss; • terrorist acts; • sabotage and vandalism; and • failure of business partners who provide our resale products.Problems at one or more of our IBX data centers, whether or not within our control, could result in service interruptions or significant equipmentdamage. We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in ourIBX data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Becauseour IBX data centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage in our IBX data centers couldalso result in lost profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractuallimitations on our liability in the event that one of our customers brings a lawsuit against us as a result of a problem at one of our IBX data centers. Inaddition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customersand could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and ouroperating results.Furthermore, we are dependent upon Internet service providers, telecommunications carriers and other website operators in the Americas, Asia-Pacificand EMEA regions and elsewhere, some of which have experienced significant system failures and electrical outages in the past. Our customers may in thefuture experience difficulties due to system failures unrelated to our systems and offerings. If, for any reason, these providers fail to provide the requiredservices, our business, financial condition and results of operations could be materially and adversely impacted. 26Table of ContentsWe are currently making significant investments in our back office information technology systems, including those surrounding the customerexperience from initial quote to customer billing, and upgrading our worldwide financial application suite. Difficulties, distractions or disruptions tothese efforts may interrupt our normal operations and adversely affect our business and operating results.Commencing in 2012, we began a significant project to overhaul our back office systems that support the customer experience from initial quote tocustomer billing and our revenue recognition process. Additionally, commencing in 2013, we began to devote significant resources to the upgrade of ourworldwide financial application suite from Oracle’s version 11i to R12. Both projects have continued into 2015. Oracle has already begun to discontinue itssupport for our current business application suite. While the Oracle financial application suite implementation was largely completed in July 2014 and theinitial implementation of the systems to support our billing and revenue process was completed in August 2014, substantial work continues on our backoffice systems. As a result of that discontinued support and our continued work on these projects, we may experience difficulties with our systems,management distraction and significant business disruptions. Difficulties with our systems may interrupt our ability to accept and deliver customer orders andmay adversely impact our overall financial operations, including our accounts payable, accounts receivables, general ledger, close processes, internalfinancial controls and our ability to otherwise run and track our business. We may need to expend significant attention, time and resources to correctproblems or find alternative sources for performing these functions. All of these changes to our financial systems create an increased risk of deficiencies in ourinternal controls over financial reporting until such systems are stabilized. Such significant investments in our back office systems may take longer tocomplete and cost more than originally planned. In addition, we may not realize the full benefits we hoped to achieve and there is a risk of an impairmentcharge if we decide that portions of these projects will not ultimately benefit the company or are de-scoped. Any such difficulty or disruption may adverselyaffect our business and operating results.The insurance coverage that we purchase may prove to be inadequate.We carry liability, property, business interruption and other insurance policies to cover insurable risks to our company. We select the types ofinsurance, the limits and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industrystandards. Our insurance policies contain industry standard exclusions for events such as war and nuclear reaction. We purchase minimal levels of earthquakeinsurance for certain of our IBX data centers, but for most of our data centers, including many in California, we have elected to self-insure. The earthquakeand flood insurance that we do purchase would be subject to high deductibles and any of the limits of insurance that we purchase could prove to beinadequate, which could materially and adversely impact our business, financial condition and results of operations.Our construction of additional new IBX data centers or IBX data center expansions could involve significant risks to our business.In order to sustain our growth in certain of our existing and new markets, we must expand an existing data center, lease a new facility or acquiresuitable land, with or without structures, to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or beingcontemplated, in many of our markets. Any related construction requires us to carefully select and rely on the experience of one or more designers, generalcontractors, and associated subcontractors during the design and construction process. Should a designer, general contractor, or significant subcontractorexperience financial or other problems during the design or construction process, we could experience significant delays, increased costs to complete theproject and/or other negative impacts to our expected returns.Site selection is also a critical factor in our expansion plans. There may not be suitable properties available in our markets with the necessarycombination of high power capacity and fiber connectivity, or selection may be limited. Thus, while we may prefer to locate new IBX data centers adjacent toour existing locations it may not always be possible. In the event we decide to build new IBX data centers separate from our existing IBX data 27Table of Contentscenters, we may provide interconnection solutions to connect these two centers. Should these solutions not provide the necessary reliability to sustainconnection, this could result in lower interconnection revenue and lower margins and could have a negative impact on customer retention over time.Environmental regulations may impose upon us new or unexpected costs.We are subject to various federal, state, local and international environmental and health and safety laws and regulations, including those relating tothe generation, storage, handling and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and severalliability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who havedisposed of or released hazardous substances into the environment. Our operations involve the use of hazardous substances and materials such as petroleumfuel for emergency generators, as well as batteries, cleaning solutions and other materials. In addition, we lease, own or operate real property at whichhazardous substances and regulated materials have been used in the past. At some of our locations, hazardous substances or regulated materials are known tobe present in soil or groundwater, and there may be additional unknown hazardous substances or regulated materials present at sites we own, operate or lease.At some of our locations, there are land use restrictions in place relating to earlier environmental cleanups that do not materially limit our use of the sites. Tothe extent any hazardous substances or any other substance or material must be cleaned up or removed from our property, we may be responsible underapplicable laws, regulations or leases for the removal or cleanup of such substances or materials, the cost of which could be substantial.In addition, we are subject to environmental, health and safety laws regulating air emissions, storm water management and other issues arising in ourbusiness. While these obligations do not normally impose material costs upon our operations, unexpected events, equipment malfunctions and human error,among other factors, can lead to violations of environmental laws, regulations or permits. Furthermore, environmental laws and regulations change frequentlyand may require additional investment to maintain compliance. Noncompliance with existing, or adoption of more stringent, environmental or health andsafety laws and regulations or the discovery of previously unknown contamination could require us to incur costs or become the basis of new or increasedliabilities that could be material.Regulation of greenhouse gas (“GHG”) emissions could increase the cost of electricity by reducing supplies of electricity generated from fossil fuels,by requiring the use of more expensive generating methods or by imposing taxes or fees upon electricity generation or use. Electricity is a material cost inconnection with our business, and an increase in the cost of electricity, whether from regulations of GHGs or otherwise, could adversely affect us.Regulations to limit GHG emissions have been in force in the European Union for some time. In the U.S., regulation of GHGs is in force for new sourcesunder existing law and regulations. In addition, the U.S. Environmental Protection Agency (“EPA”) has proposed regulations under existing statutoryauthority that would require states to reduce GHG emissions by 30% by 2030. Certain states, like California, regulate GHG emissions by imposing regulatorycaps on allowances and by selling or auctioning the rights to such emissions. These programs have not had a material adverse effect on our electricity costs todate, but due to the market-driven nature of some of the programs, could do so in the future.In addition, regulation of GHGs is subject to change globally and nationally. For example, the United States and China recently announced anagreement regarding climate change that would require China to consider regulating its GHG emissions to prevent further increases in emissions of GHGs by2030. In order for China to meet this commitment, China may impose limitations on fossil fuel generation or costs upon electricity, similar to those imposedin the U.S. and elsewhere. In other international forums, new commitments under the International Convention on Climate Change could result in new limitson GHG emissions within participating nations. Any such new regulations could trigger increases in electricity costs that could adversely affect our businessin affected countries. 28Table of ContentsEven existing programs can change over time in ways that affect our operations. California’s cap-and-trade program was expanded on January 1, 2015to require fuel distributors (for example, gas pipeline companies and diesel fuel distributors) to obtain allowances for the GHG emissions attributable to thecombustion of the fuels they sell. Such regulations have increased our costs for both electricity and fuel (for example, for emergency generators) in California.The physical impacts of climate change, including extreme weather conditions such as heat waves, could materially increase our costs of operation dueto, for example, an increase in our energy use in order to maintain the temperature and internal environment of our data centers necessary for our operations.To the extent any environmental laws enacted or regulations impose new or unexpected costs, our business, results of operations or financial condition maybe adversely affected.If we are unable to recruit or retain qualified personnel, our business could be harmed.We must continue to identify, hire, train and retain IT professionals, technical engineers, operations employees, and sales, marketing, finance andsenior management personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required forour company to grow. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent. Thefailure to recruit and retain necessary personnel, including, but not limited to, members of our executive team, could harm our business and our ability togrow our company.We may not be able to compete successfully against current and future competitors.We must be able to differentiate our IBX data centers and product offerings from those of our competitors. In addition to competing with other neutralcolocation providers, we compete with traditional colocation providers, including telecommunications companies, carriers, internet service providers,managed services providers and large REITs who also operate in our market and may enjoy a cost advantage in providing offerings similar to those providedby our IBX data centers. We may experience competition from our landlords which could also reduce the amount of space available to us for expansion in thefuture. Rather than leasing available space in our buildings to large single tenants, they may decide to convert the space instead to smaller square foot unitsdesigned for multi-tenant colocation use, blurring the line between retail and wholesale space. We may also face competition from existing competitors ornew entrants to the market seeking to replicate our global IBX data center concept by building or acquiring data centers, offering colocation on neutral termsor by replicating our strategy and messaging. Finally, customers may also decide it is cost-effective for them to build out their own data centers. Oncecustomers have an established data center footprint, either through a relationship with one of our competitors or through in-sourcing, it may be extremelydifficult to convince them to relocate to our IBX data centers.Some of our competitors may adopt aggressive pricing policies, especially if they are not highly leveraged or have lower return thresholds than we do.As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues. Some of these competitors may also provide ourtarget customers with additional benefits, including bundled communication services or cloud services, and may do so in a manner that is more attractive toour potential customers than obtaining space in our IBX data centers. Similarly, with growing acceptance of cloud-based technologies, Equinix is at risklosing customers that may decide to fully leverage cloud infrastructure offerings instead of managing their own. Competitors could also operate moresuccessfully or form alliances to acquire significant market share.Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations. 29Table of ContentsOur business could be harmed by prolonged power outages or shortages, increased costs of energy or general lack of availability of electricalresources.Our IBX data centers are susceptible to regional costs of power, power shortages, planned or unplanned power outages and limitations, especiallyinternationally, on the availability of adequate power resources.Power outages, such as those relating to the earthquake and tsunami in Japan in 2011 or Superstorm Sandy, which hit the U.S. East Coast in 2012,could harm our customers and our business. We attempt to limit our exposure to system downtime by using backup generators and power supplies; however,we may not be able to limit our exposure entirely even with these protections in place. Some of our IBXs are located in leased buildings where, dependingupon the lease requirements and number of tenants involved, we may or may not control some or all of the infrastructure including generators and fuel tanks.As a result, in the event of a power outage, we may be dependent upon the landlord, as well as the utility company, to restore the power.In addition, global fluctuations in the price of power can increase the cost of energy, and although contractual price increase clauses exist in themajority of our customer agreements, we may not always choose to pass these increased costs on to our customers.In each of our markets, we rely on third parties to provide a sufficient amount of power for current and future customers. At the same time, power andcooling requirements are growing on a per unit basis. As a result, some customers are consuming an increasing amount of power per cabinet. We generally donot control the amount of power our customers draw from their installed circuits. This means that we could face power limitations in our IBX data centers.This could have a negative impact on the effective available capacity of a given center and limit our ability to grow our business, which could have anegative impact on our financial performance, operating results and cash flows.We may also have difficulty obtaining sufficient power capacity for potential expansion sites in new or existing markets. We may experiencesignificant delays and substantial increased costs demanded by the utilities to provide the level of electrical service required by our current IBX data centerdesigns.If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.Our most recent evaluation of our controls resulted in our conclusion that, as of December 31, 2014, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal controls over financial reporting were effective. Our ability to manage our operations and growth, through, for example,ongoing billing system updates being deployed into production during 2015, will require us to further develop our controls and reporting systems andimplement or amend new or existing controls and reporting systems. All of these changes to our financial systems create an increased risk of deficiencies inour internal controls over financial reporting until such systems are stabilized. If, in the future, our internal control over financial reporting is found to beineffective, or if a material weakness is identified in our controls over financial reporting, our financial results may be adversely affected. Investors may alsolose confidence in the reliability of our financial statements which could adversely affect our stock price.If we cannot effectively manage our international operations, and successfully implement our international expansion plans, our revenues may notincrease and our business and results of operations would be harmed.For the years ended December 31, 2014, 2013 and 2012, we recognized approximately 49%, 46% and 44%, respectively, of our revenues outside theU.S. We currently operate outside of the U.S. in Canada, Brazil, EMEA and Asia-Pacific. 30Table of ContentsTo date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantagefor us. In certain of our acquired IBX data centers in the Asia-Pacific region the limited number of carriers available reduces that advantage. As a result, wemay need to adapt our key revenue-generating offerings and pricing to be competitive in those markets. In addition, we are currently undergoing expansionsor evaluating expansion opportunities outside of the U.S. Undertaking and managing expansions in foreign jurisdictions may present unanticipatedchallenges to us.Our international operations are generally subject to a number of additional risks, including: • the costs of customizing IBX data centers for foreign countries; • protectionist laws and business practices favoring local competition; • greater difficulty or delay in accounts receivable collection; • difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers’ councils; • difficulties in managing across cultures and in foreign languages; • political and economic instability; • fluctuations in currency exchange rates; • difficulties in repatriating funds from certain countries; • our ability to obtain, transfer, or maintain licenses required by governmental entities with respect to our business; • unexpected changes in regulatory, tax and political environments; • our ability to secure and maintain the necessary physical and telecommunications infrastructure; • compliance with anti-bribery and corruption laws; • compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury; and • compliance with evolving governmental regulation with which we have little experience.In addition, compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing businessin foreign jurisdictions. These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import andtrade restrictions, export requirements, economic and trade sanctions, U.S. laws such as the Foreign Corrupt Practices Act and local laws which also prohibitcorrupt payments to governmental officials. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or ouremployees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to offer our offerings in one ormore countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brand, our international expansionefforts, our ability to attract and retain employees, our business and our operating results. Our success depends, in part, on our ability to anticipate andaddress these risks and manage these difficulties.Economic uncertainty in developing markets could adversely affect our revenue and earnings.We conduct business, or are contemplating expansion, in developing markets with economies that tend to be more volatile than those in the U.S. andWestern Europe. The risk of doing business in developing markets such as Brazil, China, India, Indonesia, Russia, the United Arab Emirates and othereconomically volatile areas could adversely affect our operations and earnings. Such risks include the financial instability among customers in these regions,political instability, fraud or corruption and other non-economic factors such as irregular trade 31Table of Contentsflows that need to be managed successfully with the help of the local governments. In addition, commercial laws in some developing countries can be vague,inconsistently administered and retroactively applied. If we are deemed not to be in compliance with applicable laws in developing countries where weconduct business, our prospects and business in those countries could be harmed, which could then have a material adverse impact on our results ofoperations and financial position. Our failure to successfully manage economic, political and other risks relating to doing business in developing countriesand economically and politically volatile areas could adversely affect our business.The use of high power density equipment may limit our ability to fully utilize our older IBX data centers.Some customers have increased their use of high power density equipment, such as blade servers, in our IBX data centers which has increased thedemand for power on a per cabinet basis. Because many of our IBX data centers were built a number of years ago, the current demand for power may exceedthe designed electrical capacity in these centers. As power, not space, is a limiting factor in many of our IBX data centers, our ability to fully utilize those IBXdata centers may be limited. The ability to increase the power capacity of an IBX data center, should we decide to, is dependent on several factors including,but not limited to, the local utility’s ability to provide additional power; the length of time required to provide such power; and/or whether it is feasible toupgrade the electrical infrastructure of an IBX data center to deliver additional power to customers. Although we are currently designing and building to ahigher power specification than that of many of our older IBX data centers, there is a risk that demand will continue to increase and our IBX data centerscould become underutilized sooner than expected.We expect our operating results to fluctuate.We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our operating results may cause themarket price of our common stock to be volatile. We may experience significant fluctuations in our operating results in the foreseeable future due to a varietyof factors, including, but not limited to: • fluctuations of foreign currencies in the markets in which we operate; • the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction ofadditional IBX data centers or the upgrade of existing IBX data centers; • demand for space, power and services at our IBX data centers; • changes in general economic conditions, such as an economic downturn, or specific market conditions in the telecommunications and Internetindustries, both of which may have an impact on our customer base; • charges to earnings resulting from past acquisitions due to, among other things, impairment of goodwill or intangible assets, reduction in theuseful lives of intangible assets acquired, identification of additional assumed contingent liabilities or revised estimates to restructure anacquired company’s operations; • the duration of the sales cycle for our offerings and our ability to ramp our newly-hired sales persons to full productivity within the time periodwe have forecasted; • restructuring charges or reversals of restructuring charges, which may be necessary due to revised sublease assumptions, changes in strategy orotherwise; • acquisitions or dispositions we may make; • the financial condition and credit risk of our customers; • the provision of customer discounts and credits; 32Table of Contents • the mix of current and proposed products and offerings and the gross margins associated with our products and offerings; • the timing required for new and future IBX data centers to open or become fully utilized; • competition in the markets in which we operate; • conditions related to international operations; • increasing repair and maintenance expenses in connection with aging IBX data centers; • lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening new or acquired IBX data centers thatdelay our ability to generate new revenue in markets which have otherwise reached capacity; • changes in rent expense as we amend our IBX data center leases in connection with extending their lease terms when their initial lease termexpiration dates approach or changes in shared operating costs in connection with our leases, which are commonly referred to as common areamaintenance expenses; • the timing and magnitude of other operating expenses, including taxes, expenses related to the expansion of sales, marketing, operations andacquisitions, if any, of complementary businesses and assets; • the cost and availability of adequate public utilities, including power; • changes in employee stock-based compensation; • overall inflation; • increasing interest expense due to any increases in interest rates and/or potential additional debt financings; • changes in our tax planning strategies or failure to realize anticipated benefits from such strategies; • changes in income tax benefit or expense; and • changes in or new generally accepted accounting principles (“GAAP”) in the U.S. as periodically released by the Financial Accounting StandardsBoard (“FASB”).Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results ofoperations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative offuture operating results. Prior to 2008, we had generated net losses every fiscal year since inception. It is possible that we may not be able to generate netincome on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short-term, particularly with respectto lease and personnel expenses, depreciation and amortization and interest expenses. Therefore, our results of operations are particularly sensitive tofluctuations in revenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, ouroperating results in one or more future quarters may fail to meet the expectations of securities analysts or investors.Our days sales outstanding (DSO) of our accounts receivables have been increasing.Although we have historically experienced a record of strong collection of our accounts receivables as evidenced by our prior DSO metrics, our DSOhas increased over the past few quarters. We have recently centralized responsibilities for customer billing and collections in the EMEA region. Thistransition of responsibilities has impacted our DSO efforts. We are also implementing a new billing system. The initial implementation of this system wascompleted in August 2014, but the full implementation of the system is not expected to be complete until later in 2015. The ongoing changes in the billingsystem may result in further delays in our billing and collections. While we believe these are temporary issues that will resolve themselves over time, theoverall negative impact to our DSO has had an impact to our operating cash flows, liquidity and financial performance. If we are unable to resolve theunderlying issues that are contributing to our current DSO levels, our operating cash flows, liquidity and financial performance may continue to be impacted. 33Table of ContentsWe may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which couldresult in a significant reduction to our earnings.In accordance with GAAP, we are required to assess our goodwill and other intangible assets annually, or more frequently whenever events or changesin circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions. If the testing performed indicatesthat an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill orother intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.We also monitor the remaining net book values of our property, plant and equipment periodically, including at the individual IBX data center level.Although each individual IBX data center is currently performing in line with our expectations, the possibility that one or more IBX data centers could beginto under-perform relative to our expectations is possible and may also result in non-cash impairment charges.These charges could be significant, which could have a material adverse effect on our business, results of operations or financial condition.We have incurred substantial losses in the past and may incur additional losses in the future.As of December 31, 2014, our accumulated deficit was $296.0 million. Although we have generated net income for each fiscal year since 2008, exceptfor the year ended December 31, 2014, we are also currently investing heavily in our future growth through the build out of multiple additional IBX datacenters and IBX data center expansions as well as acquisitions of complementary businesses. As a result, we will incur higher depreciation and otheroperating expenses, as well as acquisition costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unlessand until these new IBX data centers generate enough revenue to exceed their operating costs and cover our additional overhead needed to scale our businessfor this anticipated growth. The current global financial uncertainty may also impact our ability to sustain profitability if we cannot generate sufficientrevenue to offset the increased costs of our recently-opened IBX data centers or IBX data centers currently under construction. In addition, costs associatedwith the acquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing we have undertakento fund our growth initiatives, may also negatively impact our ability to sustain profitability. Finally, given the competitive and evolving nature of theindustry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and resultsof operations.While we own certain of our IBX data centers, others are leased under long-term arrangements with lease terms expiring at various dates through 2053.These leased centers have all been subject to significant development by us in order to convert them from, in most cases, vacant buildings or warehouses intoIBX data centers. Most of our IBX data center leases have renewal options available to us. However, many of these renewal options provide for the rent to beset at then-prevailing market rates. To the extent that then-prevailing market rates or negotiated rates are higher than present rates, these higher costs mayadversely impact our business and results of operations, or we may decide against renewing the lease. In the event that an IBX data center lease does not havea renewal option, or we fail to exercise a renewal option in a timely fashion and lose our right to renew the lease, we may not be successful in negotiating arenewal of the lease with the landlord. A failure to renew a lease could force us to exit a building prematurely, which could be disruptive to our business,harm our customer relationships, expose us to liability under our customer contracts, cause us to take impairment charges and negatively affect our operatingresults. 34Table of ContentsWe depend on a number of third parties to provide Internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, ouroperating results and cash flow could be materially and adversely affected.The presence of diverse telecommunications carriers’ fiber networks in our IBX data centers is critical to our ability to retain and attract new customers.We are not a telecommunications carrier, and as such, we rely on third parties to provide our customers with carrier services. We believe that the availabilityof carrier capacity will directly affect our ability to achieve our projected results. We rely primarily on revenue opportunities from the telecommunicationscarriers’ customers to encourage them to invest the capital and operating resources required to connect from their centers to our IBX data centers. Carriers willlikely evaluate the revenue opportunity of an IBX data center based on the assumption that the environment will be highly competitive. We cannot provideassurance that each and every carrier will elect to offer its services within our IBX data centers or that once a carrier has decided to provide Internetconnectivity to our IBX data centers that it will continue to do so for any period of time.Our new IBX data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiplecarrier facilities to our IBX data centers is complex and involves factors outside of our control, including regulatory processes and the availability ofconstruction resources. Any hardware or fiber failures on this network may result in significant loss of connectivity to our new IBX data center expansions.This could affect our ability to attract new customers to these IBX data centers or retain existing customers.If the establishment of highly diverse Internet connectivity to our IBX data centers does not occur, is materially delayed or is discontinued, or issubject to failure, our operating results and cash flow will be adversely affected.We may be vulnerable to security breaches which could disrupt our operations and have a material adverse effect on our financial performance andoperating results.A party who is able to compromise the security measures on our networks or the security of our infrastructure could misappropriate either ourproprietary information or the personal information of our customers, or cause interruptions or malfunctions in our operations or our customers’ operations.As we provide assurances to our customers that we provide the highest level of security, such a compromise could be particularly harmful to our brand andreputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches insecurity. As techniques used to breach security change frequently, and are generally not recognized until launched against a target, we may not be able toimplement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could becircumvented. Any breaches that may occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, harm toour reputation and increases in our security costs, which could have a material adverse effect on our financial performance and operating results.We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.We derive some revenues from contracts with the U.S. government, state and local governments and foreign governments. Some of these customers mayterminate all or part of their contracts at any time, without cause.There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Some of our federalgovernment contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts.Similarly, some of our contracts at the state and local levels are subject to government funding authorizations. 35Table of ContentsAdditionally, government contracts are generally subject to audits and investigations which could result in various civil and criminal penalties andadministrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines andsuspensions or debarment from future government business.Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retainthis base of customers could harm our business and operating results.Our ability to maximize revenues depends on our ability to develop and grow a balanced customer base, consisting of a variety of companies,including enterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be keymagnets in that they draw in other customers. The more balanced the customer base within each IBX data center, the better we will be able to generatesignificant interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on avariety of factors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of key customers attractingbusiness through vertical market ecosystems, the IBX data center’s operating reliability and security and our ability to effectively market our offerings.However, some of our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition.If these customers do not continue to use our IBX data centers it may be disruptive to our business. Finally, the uncertain economic climate may harm ourability to attract and retain customers if customers slow spending, or delay decision-making, on our offerings, or if customers begin to have difficulty payingus and we experience increased churn in our customer base. Any of these factors may hinder the development, growth and retention of a balanced customerbase and adversely affect our business, financial condition and results of operations.We may be subject to securities class action and other litigation, which may harm our business and results of operations.We may be subject to securities class action or other litigation. For example, securities class action litigation has often been brought against a companyfollowing periods of volatility in the market price of its securities. Litigation can be lengthy, expensive, and divert management’s attention and resources.Results cannot be predicted with certainty and an adverse outcome in litigation could result in monetary damages or injunctive relief that could seriouslyharm our business, results of operations, financial condition or cash flows.We may not be able to protect our intellectual property rights.We cannot make assurances that the steps taken by us to protect our intellectual property rights will be adequate to deter misappropriation ofproprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also aresubject to the risk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums inlitigation, pay damages, develop non-infringing intellectual property, or acquire licenses to the intellectual property that is the subject of the allegedinfringement.Government regulation may adversely affect our business.Various laws and governmental regulations, both in the U.S. and abroad, governing Internet related services, related communications services andinformation technologies remain largely unsettled, even in areas where there has been some legislative action. For example, the Federal CommunicationsCommission recently adopted new network neutrality rules that may result in material changes in the regulations and contribution regime affecting us andour customers. Likewise, as part of a review of the current equity market structure, the Securities and Exchange Commission and the Commodity FuturesTrading Commission (“CFTC”) have both sought comments regarding the regulation of independent data centers, such as us, which provide colocation for 36Table of Contentsfinancial markets and exchanges. The CFTC is also considering regulation of companies that use automated and high-frequency trading systems. Any suchregulation may ultimately affect our provision of offerings.It also may take years to determine whether and how existing laws, such as those governing intellectual property, privacy, libel, telecommunicationsservices and taxation, apply to the Internet and to related offerings such as ours, and substantial resources may be required to comply with regulations orbring any non-compliant business practices into compliance with such regulations. In addition, the development of the market for online commerce and thedisplacement of traditional telephony service by the Internet and related communications services may prompt an increased call for more stringent consumerprotection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting business online and theirservice providers.The adoption, or modification of laws or regulations relating to the Internet and our business, or interpretations of existing laws, could have a materialadverse effect on our business, financial condition and results of operations.Industry consolidation may have a negative impact on our business model.If customers combine businesses, they may require less colocation space, which could lead to churn in our customer base. Regional competitors mayalso consolidate to become a global competitor. Consolidation of our customers and/or our competitors may present a risk to our business model and have anegative impact on our revenues.Terrorist activity throughout the world and military action to counter terrorism could adversely impact our business.The continued threat of terrorist activity and other acts of war or hostility contribute to a climate of political and economic uncertainty. Due to existingor developing circumstances, we may need to incur additional costs in the future to provide enhanced security, including cybersecurity, which would have amaterial adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers, ourability to raise capital and the operation and maintenance of our IBX data centers.We have various mechanisms in place that may discourage takeover attempts.Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in amerger, acquisition or similar transaction that a stockholder may consider favorable. Such provisions include: • ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relatingto share ownership; • authorization for the issuance of “blank check” preferred stock; • the prohibition of cumulative voting in the election of directors; • limits on the persons who may call special meetings of stockholders; • limits on stockholder action by written consent; and • advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by stockholders atstockholder meetings.In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders incertain situations, may also discourage, delay or prevent someone from acquiring or merging with us. 37Table of ContentsITEM 1B.UNRESOLVED STAFF COMMENTSThere is no disclosure to report pursuant to Item 1B. ITEM 2.PROPERTIESOur executive offices are located in Redwood City, California, and we also have sales offices in several cities throughout the U.S. Our Asia-Pacificheadquarters office is located in Hong Kong and we also have office space in Shanghai, China; Singapore; Tokyo, Japan; and Sydney, Australia, which iscontained inside an IBX data center there. Our EMEA headquarters office is located in Amsterdam, the Netherlands and our regional sales offices in EMEAare based in our IBX data centers in EMEA. We have entered into leases for certain of our IBX data centers in Atlanta, Georgia; New York, New York; Dallas,Texas; Chicago, Illinois; Englewood, Colorado; Los Angeles, Palo Alto, San Jose, Santa Clara and Sunnyvale, California; Miami, Florida; Newark, NorthBergen and Secaucus, New Jersey; Philadelphia, Pennsylvania; Reston and Vienna, Virginia; Seattle, Washington; Toronto, Canada; Waltham,Massachusetts and Rio De Janeiro and Sao Paolo, Brazil in the Americas region; Shanghai, China; Hong Kong; Singapore; Sydney, Australia and Osaka andTokyo, Japan in the Asia-Pacific region; Dubai, U.A.E.; London, United Kingdom; Paris, France; Frankfurt, Munich and Dusseldorf, Germany; Zurich andGeneva, Switzerland and Enschede and Zwolle, the Netherlands in the EMEA region. We own certain of our IBX data centers in Ashburn, Virginia; Chicago,Illinois; Los Angeles and San Jose, California; New York, New York; Paris, France; Frankfurt, Germany and Amsterdam, the Netherlands. We own campusesin Ashburn, Virginia, Silicon Valley and Frankfurt, Germany that house some of our IBX data centers mentioned in the preceding sentence.The following table presents an overview of our portfolio of IBX data centers as of December 31, 2014 (in thousands): # of IBXs Totalcabinetcapacity (1) Cabinetsbilled Cabinetutilization % (2) MRRpercabinet (3) Americas (4) 52 54,800 45,400 83% $2,345 EMEA 30 43,700 32,800 75% 1,597 Asia-Pacific 19 26,300 19,700 75% 1,883 Total 102 124,800 97,900 78% 2,002 (1)Cabinets represent a specific amount of space within an IBX data center. Customers can combine and use multiple adjacent cabinets within an IBX datacenter, depending on their space requirements.(2)The cabinet utilization rate represents the percentage of cabinet space billing versus net sellable cabinet space available, taking into considerationpower limitations.(3)MRR per cabinet represents the monthly average recurring revenue recognized during the period divided by the average number of cabinets invoicedto customers during the current period.(4)Other than the number of IBX data centers, these amounts exclude our Brazil operations due to their significant managed IT infrastructure servicesrevenue. 38Table of ContentsThe following table presents a summary of our significant IBX data center expansion projects as of December 31, 2014: Property Propertylocation Target opendate Sellablecabinets Construction inprogress(in thousands) Americas: TR2 Phase I Toronto Q1 2015 675 $39,667 NY6 Phase I New York Q1 2015 720 57,531 PH1 Phase II Philadelphia Q1 2015 300 16,028 SE3 Phase II Seattle Q2 2015 575 1,868 SV5 Phase III San Jose Q2 2015 850 25,658 RJ2 Phase II Rio de Janeiro Q3 2015 310 24 DC11 Phase II Ashburn Q3 2015 390 3,353 DA2 Phase II Dallas Q4 2015 500 1,079 4,320 145,208 EMEA: LD6 Phase I London Q1 2015 1,385 70,579 PA4 Phase II Paris Q2 2015 660 8,670 FR2 Phase IV Frankfurt Q2 2015 725 — AM3 Phase III Amsterdam Q2 2015 550 — FR4 Phase IV Frankfurt Q3 2015 300 — 3,620 79,249 Asia-Pacific: SG3 Phase I Singapore Q1 2015 1,000 41,504 HK2 Phase III Hong Kong Q3 2015 900 1,132 HK1 Phase IX Hong Kong Q4 2015 275 — TY5 Phase I Tokyo Q1 2016 725 850 2,900 43,486 Total 10,840 $267,943 ITEM 3.LEGAL PROCEEDINGSNone ITEM 4.MINE SAFETY DISCLOSURENot applicable. 39Table of ContentsPART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIESOur common stock is quoted on the NASDAQ Global Select Market under the symbol of “EQIX.” Our common stock began trading in August 2000.The following table sets forth on a per share basis the low and high closing prices of our common stock as reported by the NASDAQ Global Select Marketduring the last two years. Low High Fiscal 2014 Fourth Fiscal Quarter $191.96 $234.10 Third Fiscal Quarter 206.26 223.58 Second Fiscal Quarter 170.48 210.11 First Fiscal Quarter 173.42 194.02 Low High Fiscal 2013 Fourth Fiscal Quarter $155.18 $181.92 Third Fiscal Quarter 165.89 202.98 Second Fiscal Quarter 176.13 229.67 First Fiscal Quarter 206.31 226.00 As of January 31, 2015, we had 56,473,723 shares of our common stock outstanding held by approximately 191 registered holders.In October 2014, our Board of Directors declared a special distribution of $416.0 million, or approximately $7.57 per share (the “2014 SpecialDistribution”), to our common stockholders in connection with our plan to convert to a REIT. The 2014 Special Distribution was paid on November 25, 2014to our common stockholders of record as of the close of business on October 27, 2014. Common stockholders had the option to elect to receive payment ofthe 2014 Special Distribution in the form of stock or cash, with the total cash payment to all stockholders limited to no more than 20% of the totaldistribution. The number of shares distributed was determined based upon common stockholder elections and the average closing price of our common stockon the three trading days commencing on November 18, 2014 or $224.45 per share. As such, we issued 1,482,419 shares of our common stock and paid $83.3million in connection with the 2014 Special Distribution.To date, we have not declared or paid any regular cash dividends on our common stock. However, in connection with our conversion to a REITeffective January 1, 2015, we expect to begin paying quarterly dividends in 2015, beginning with our recently announced cash dividend of $1.69 per sharepayable on March 25, 2015.In addition, we intend to declare one or more 2015 Special Distributions, which would encompass some extraordinary items of taxable income that weexpect to recognize in 2015, such as depreciation recapture in respect of accounting method changes commenced in our pre-REIT period as well as foreignearnings and profits recognized as dividend income. We estimate the aggregate amount of our Special Distributions in both Year 2014 and Year 2015together with the expected value of the deemed distributions associated with the Conversion Rate Adjustments, will equal approximately $1.0 to $1.1billion. We expect to pay the 2015 Special Distributions in a combination of our common stock and cash, with at least 80% of the total 2015 SpecialDistributions in the form of common stock and up to 20% in cash. The conversion of our existing data center operations into the REIT and the addition ofnew entities into the REIT may also result in future special distributions.During the year ended December 31, 2014, we did not issue or sell any securities on an unregistered basis. 40Table of ContentsPurchases of Equity Securities by IssuerIn December 2013, our Board of Directors approved a share repurchase program to repurchase up to $500.0 million in value of our common stock in theopen market or private transactions through December 31, 2014. There were no share repurchases during the three months ended December 31, 2014. Theshare repurchase program expired on December 31, 2014 with an unused balance under the share repurchase program of $153.2 million. For additionalinformation, see “Share Repurchase Program” in Note 11 of our Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.Stock Performance GraphThe graph set forth below compares the cumulative total stockholder return on Equinix’s common stock between December 31, 2009 andDecember 31, 2014 with the cumulative total return of (i) The NASDAQ Composite Index and (ii) The NASDAQ Telecommunications Index. This graphassumes the investment of $100.00 on December 31, 2009 in Equinix’s common stock, in The NASDAQ Composite Index, and in The NASDAQTelecommunications Index, and assumes the reinvestment of dividends, if any.Equinix cautions that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, the potential futureperformance of Equinix’s common stock.Notwithstanding anything to the contrary set forth in any of Equinix’s previous or future filings under the Securities Act of 1933, as amended, orSecurities Exchange Act of 1934, as amended, that might incorporate this Annual Report on Form 10-K or future filings made by Equinix under thosestatutes, the stock performance graph shall not be deemed filed with the Securities and Exchange Commission and shall not be deemed incorporated byreference into any of those prior filings or into any future filings made by Equinix under those statutes. 41Table of ContentsITEM 6.SELECTED FINANCIAL DATAThe following consolidated statement of operations data for the five years ended December 31, 2014 and the consolidated balance sheet data as ofDecember 31, 2014, 2013, 2012, 2011 and 2010 have been derived from our audited consolidated financial statements and the related notes. Our historicalresults are not necessarily indicative of the results to be expected for future periods. The following selected consolidated financial data for the three yearsended December 31, 2014 and as of December 31, 2014 and 2013, should be read in conjunction with our audited consolidated financial statements and therelated notes in Item 8 of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”in Item 7 of this Annual Report on Form 10-K. In addition, we completed an acquisition of an approximate 53% controlling equity interest in ALOG DataCenters do Brasil S.A. (“ALOG”) in April 2011 and the remaining outstanding shares of ALOG in July 2014, acquisitions of the Frankfurt Kleyer 90 carrierhotel in October 2013, a Dubai IBX data center in November 2012, acquisitions of Asia Tone Limited and ancotel GmbH in July 2012, and an acquisition ofSwitch and Data Facilities Company, Inc. in April 2010. We also sold 16 of our IBX data centers located throughout the U.S. in November 2012. For furtherinformation on these acquisitions and our discontinued operations, refer to Notes 3 and 5, respectively, of our Notes to Consolidated Financial Statements inItem 8 of this Annual Report on Form 10-K. Years ended December 31, 2014 2013 2012 2011 2010 (dollars in thousands, except per share data) Revenues $2,443,776 $2,152,766 $1,887,376 $1,565,625 $1,188,652 Costs and operating expenses: Cost of revenues 1,197,885 1,064,403 944,617 829,024 652,445 Sales and marketing 296,103 246,623 202,914 158,347 110,765 General and administrative 438,016 374,790 328,266 265,554 220,618 Restructuring charges (reversals) — (4,837) — 3,481 6,734 Impairment charges — — 9,861 — — Acquisition costs 2,506 10,855 8,822 3,297 12,337 Total costs and operating expenses 1,934,510 1,691,834 1,494,480 1,259,703 1,002,899 Income from operations 509,266 460,932 392,896 305,922 185,753 Interest income 2,891 3,387 3,466 2,280 1,515 Interest expense (270,553) (248,792) (200,328) (181,303) (140,475) Other-than-temporary impairment recovery on investments — — — — 3,626 Other income (expense) 119 5,253 (2,208) 2,821 692 Loss on debt extinguishment and interest rate swaps, net (156,990) (108,501) (5,204) — (10,187) Income from continuing operations before income taxes 84,733 112,279 188,622 129,720 40,924 Income tax expense (1) (345,459) (16,156) (58,564) (37,347) (10,813) Net income (loss) from continuing operations (260,726) 96,123 130,058 92,373 30,111 Net income from discontinued operations, net of tax — — 13,086 1,009 668 Net income (loss) (260,726) 96,123 143,144 93,382 30,779 Net (income) loss attributable to redeemable non-controlling interests 1,179 (1,438) (3,116) 1,394 — Net income (loss) attributable to Equinix $(259,547) $94,685 $140,028 $94,776 $30,779 42Table of Contents Years ended December 31, 2014 2013 2012 2011 2010 (dollars in thousands, except per share data) Earnings per share (“EPS”) attributable to Equinix: Basic EPS from continuing operations $(4.96) $1.92 $2.65 $1.75 $0.69 Basic EPS from discontinued operations — — 0.27 0.02 0.01 Basic EPS $(4.96) $1.92 $2.92 $1.77 $0.70 Weighted-average shares—basic 52,359 49,438 48,004 46,956 43,742 Diluted EPS from continuing operations $(4.96) $1.89 $2.58 $1.72 $0.67 Diluted EPS from discontinued operations — — 0.25 0.02 0.02 Diluted EPS $(4.96) $1.89 $2.83 $1.74 $0.69 Weighted-average shares—diluted 52,359 50,116 51,816 47,898 44,810 (1)The increase in income tax expense from the year ended December 31, 2013 to the year ended December 31, 2014 was primarily attributed to the de-recognition of $324.1 million of deferred tax assets and deferred tax liabilities in December 2014, when our Board of Directors formally approved ourconversion to a REIT and we reassessed the deferred tax assets and deferred tax liabilities of our U.S. operations included in the REIT structure. Years ended December 31, 2014 2013 2012 2011 2010 (dollars in thousands) Other financial data (1): Net cash provided by operating activities $689,420 $604,608 $632,026 $587,320 $392,583 Net cash used in investing activities (435,839) (1,169,313) (442,873) (1,499,155) (600,680) Net cash provided by (used in) financing activities 107,401 574,907 (222,721) 748,728 309,686 (1)For a discussion of our primary non-GAAP financial metric, adjusted EBITDA, see our non-GAAP financial measures discussion in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Annual Report on Form 10-K. As of December 31, 2014 2013 2012 2011 2010 (dollars in thousands) Consolidated Balance Sheet Data: Cash, cash equivalents and short-term and long-term investments $1,140,751 $1,030,092 $546,524 $1,076,345 $592,839 Accounts receivable, net 262,570 184,840 163,840 139,057 116,358 Property, plant and equipment, net 4,998,270 4,591,650 3,915,738 3,223,841 2,649,171 Total assets 7,817,433 7,492,359 6,135,797 5,787,284 4,449,030 Capital lease and other financing obligations, excluding currentportion 1,168,042 914,032 545,853 390,269 253,945 Mortgage and loans payable, excluding current portion 534,686 199,700 188,802 168,795 100,337 Senior notes 2,750,000 2,250,000 1,500,000 1,500,000 750,000 Convertible debt, excluding current portion 145,853 724,202 708,726 694,769 916,337 Redeemable non-controlling interests — 123,902 84,178 67,601 — Total stockholders’ equity 2,270,131 2,459,064 2,313,441 1,936,151 1,863,682 43Table of ContentsITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following commentary should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Reporton Form 10-K. The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, asamended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks anduncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, thewords “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Our actualresults and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such adiscrepancy include, but are not limited to, those discussed in “Liquidity and Capital Resources” and “Risk Factors” elsewhere in this Annual Report onForm 10-K. All forward-looking statements in this document are based on information available to us as of the date hereof and we assume no obligation toupdate any such forward-looking statements.Our management’s discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financialinformation from our management’s perspective and is presented as follows: • Overview • Results of Operations • Non-GAAP Financial Measures • Liquidity and Capital Resources • Contractual Obligations and Off-Balance-Sheet Arrangements • Critical Accounting Policies and Estimates • Recent Accounting PronouncementsIn December 2014, as more fully described in the Real Estate Investment Trust (“REIT”) Conversion in Business in Item 1 of this Annual Report onForm 10-K, we completed the implementation of the REIT conversion and as a result, we will make a tax election for REIT status for the taxable yearcommencing January 1, 2015.In December 2014, as more fully described in Note 9 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weentered into a credit agreement with a group of lenders for a $1.5 billion credit facility, which is referred to as the senior credit facility, comprised of a $1.0billion multicurrency revolving credit facility and a $500.0 million multicurrency term loan facility. We used a portion of the net proceeds of the term loanfacility for the prepayment of the remaining principal balance of the previously outstanding U.S. term loan of $110.0 million. The existing U.S. revolvingcredit line of $550.0 million was replaced with the $1.0 billion revolving credit facility. We recognized a loss on debt extinguishment of $2.5 million duringthe three months ended December 31, 2014 related to the prepayment and termination of the U.S. term loan and U.S. revolving credit line.In December 2014, as more fully described in Note 9 to Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weredeemed all of our $750.0 million 7.00% senior notes, plus accrued interest, with $866.9 million in cash, which includes the premium paid of $94.0 million.During the three months ended December 31, 2014, we recognized a loss on debt extinguishment of $103.3 million, which included the premium paid andthe write-off of unamortized debt issuance costs of $9.3 million.In November 2014, as more fully described in Note 9 to Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weissued $1.25 billion aggregate principal amount of senior notes, consisting of $750.0 million aggregate principal amount of 5.375% senior notes dueJanuary 1, 2022, and $500.0 44Table of Contentsmillion aggregate principal amount of 5.750% senior notes due January 1, 2025, which are referred to as the 2022 senior notes and 2025 senior notes,respectively. We used a portion of the net proceeds from this senior notes offering for the redemption of our 7.00% senior notes and intend to use theremaining net proceeds for general corporate purposes, including capital expenditure and dividend distribution.In October 2014, as more fully described in Note 11 to Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, ourBoard of Directors declared a special distribution of $416.0 million, or approximately $7.57 per share, which is referred to as the 2014 special distribution, toour common stockholders in connection with our plan to convert to a REIT. The 2014 special distribution was paid on November 25, 2014 to our commonstockholders of record as of the close of business on October 27, 2014. Common stockholders had the option to elect to receive payment of the 2014 specialdistribution in the form of stock or cash, with the total cash payment to all stockholders limited to no more than 20% of the total distribution. The number ofshares distributed was determined based upon common stockholder elections and the average closing price of our common stock on the three trading dayscommencing on November 18, 2014, or $224.45 per share. We issued 1,482,419 shares of our common stock and paid $83.3 million in connection with the2014 special distribution. On January 1, 2015, we began operating as a REIT. See REIT conversion in Business in Item 1 of this Annual Report on Form 10-K.In October 2014, as more fully described in Note 9 to Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, wesettled with the remaining holders of our 3.00% convertible subordinated notes. Approximately $178.7 million in aggregate principal amount of the 3.00%convertible subordinated notes were converted into 1,595,496 shares of common stock. The remaining amount of the 3.00% convertible subordinated noteswere settled in cash.In July 2014, as more fully described in Note 2 and Note 10 to Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, we and Riverwood Capital L.P. (“Riverwood”) entered into a purchase and sale agreement in which we acquired Riverwood’s interest in ALOG DataCenters do Brasil S.A. and its subsidiaries (“ALOG”) and the approximate 10% of ALOG owned by ALOG management, which resulted in our 100%ownership interest in ALOG. The net purchase price of $225.7 million consisted of: (i) $216.5 million of cash paid to Riverwood and ALOG management toacquire their interests in ALOG, (ii) $8.5 million of cash paid for the common shares of ALOG related to vested and outstanding stock options to purchasecommon shares of ALOG that were held by ALOG employees and (iii) $686,000 for the assumption of Riverwood’s portion of the contingent consideration inconnection with the acquisition of ALOG in 2011.In June 2014, as more fully described in Note 9 to Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weentered into an agreement with a note holder to exchange an aggregate of $217.2 million of the principal amount of the 3.00% convertible subordinatednotes for 1,948,578 shares of our common stock and $5.4 million in cash, which was comprised of accrued interest and a premium. As a result, we recognizeda loss on debt extinguishment of $4.2 million during the year ended December 31, 2014.In May and June 2014, as more fully described in Note 9 to Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K,we entered into agreements with certain note holders to exchange an aggregate of $215.8 million of the principal amount of the 4.75% convertiblesubordinated notes for 2,411,851 shares of our common stock and $51.7 million in cash, which was comprised of accrued interest, a premium and cash paid inlieu of issuing shares for certain note holders’ principal. As a result, we recognized a loss on debt extinguishment of $47.0 million during the year endedDecember 31, 2014.OverviewEquinix provides global data center offerings that protect and connect the world’s most valued information assets. Global enterprises, financial servicescompanies and content and network service providers rely upon Equinix’s leading insight and data centers in 33 markets around the world for thesafekeeping of their critical IT 45Table of Contentsequipment and the ability to directly connect to the networks that enable today’s information-driven economy. Equinix offers the following solutions:(i) premium data center colocation, (ii) interconnection and (iii) exchange and outsourced IT infrastructure services. As of December 31, 2014, we operated orhad partner International Business Exchange (“IBX”) data centers in the Atlanta, Boston, Chicago, Dallas, Denver, Los Angeles, Miami, New York,Philadelphia, Rio de Janeiro, Sao Paulo, Seattle, Silicon Valley, Toronto and Washington, D.C. metro areas in the Americas region; France, Germany, Italy,the Netherlands, Switzerland, the United Arab Emirates and the United Kingdom in the Europe, Middle East and Africa (“EMEA”) region; and Australia,China, Hong Kong, Indonesia, Japan and Singapore in the Asia-Pacific region.Our data centers in 33 markets around the world are a global platform, which allows our customers to increase information and application deliveryperformance while significantly reducing costs. This global platform and the quality of our IBX data centers have enabled us to establish a critical mass ofcustomers. As more customers choose our IBX data centers, it benefits their suppliers and business partners to colocate with us as well, in order to gain the fulleconomic and performance benefits of our offerings. These partners, in turn, pull in their business partners, creating a “marketplace” for their services. Ourglobal platform enables scalable, reliable and cost-effective colocation, interconnection and traffic exchange that lowers overall cost and increasesflexibility. Our focused business model is built on our critical mass of customers and the resulting “marketplace” effect. This global platform, combined withour strong financial position, continues to drive new customer growth and bookings.Historically, our market has been served by large telecommunications carriers who have bundled telecommunications products and services with theircolocation offerings. The data center market landscape has evolved to include cloud computing/utility providers, application hosting providers and systemsintegrators, managed infrastructure hosting providers and colocation providers. More than 350 companies provide data center solutions in the U.S. alone.Each of these data center solutions providers can bundle various colocation, interconnection and network offerings, and outsourced IT infrastructure services.We are able to offer our customers a global platform that reaches 15 countries with proven operational reliability, improved application performance andnetwork choice, and a highly scalable set of offerings.Our utilization rate represents the percentage of our cabinet space billing versus net sellable cabinet space available, taking into account powerlimitations. Our utilization rate was approximately 78% and 76% as of December 31, 2014 and December 31, 2013, respectively. However, excluding theimpact of IBX data center expansion projects that have opened during the last 12 months, our utilization rate would be approximately 81% as ofDecember 31, 2014. Our utilization rate varies from market to market among our IBX data centers across the Americas, EMEA and Asia-Pacific regions. Wecontinue to monitor the available capacity in each of our selected markets. To the extent we have limited capacity available in a given market, it may limitour ability for growth in that market. We perform demand studies on an ongoing basis to determine if future expansion is warranted in a market. In addition,power and cooling requirements for most customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power percabinet. Although we generally do not control the amount of power our customers draw from installed circuits, we have negotiated power consumptionlimitations with certain high power-demand customers. This increased power consumption has driven us to build out our new IBX data centers to supportpower and cooling needs twice that of previous IBX data centers. We could face power limitations in our IBX data centers, even though we may haveadditional physical cabinet capacity available within a specific IBX data center. This could have a negative impact on the available utilization capacity of agiven IBX data center, which could have a negative impact on our ability to grow revenues, affecting our financial performance, operating results and cashflows.Strategically, we will continue to look at attractive opportunities to grow our market share and selectively improve our footprint and offerings. As wasthe case with our recent expansions and acquisitions, our expansion criteria will be dependent on a number of factors, such as demand from new and existingcustomers, quality of the design, power capacity, access to networks, capacity availability in the current market location, amount of incremental investmentrequired by us in the targeted property, lead-time to break even on a free cash flow basis, and in-place customers. Like our recent expansions and acquisitions,the right combination of these factors may 46Table of Contentsbe attractive to us. Depending on the circumstances, these transactions may require additional capital expenditures funded by upfront cash payments orthrough long-term financing arrangements in order to bring these properties up to Equinix standards. Property expansion may be in the form of purchases ofreal property, long-term leasing arrangements or acquisitions. Future purchases, construction or acquisitions may be completed by us or with partners orpotential customers to minimize the outlay of cash, which can be significant.Our business is based on a recurring revenue model comprised of colocation and related interconnection and managed infrastructure offerings. Weconsider these offerings recurring because our customers are generally billed on a fixed and recurring basis each month for the duration of their contract,which is generally one to three years in length. Our recurring revenues have comprised more than 90% of our total revenues during the past three years. Inaddition, during any given quarter of the past three years, more than half of our monthly recurring revenue bookings came from existing customers,contributing to our revenue growth. During the years ended December 31, 2014, 2013 and 2012, our largest customer accounted for approximately 2% of ourrecurring revenues for the periods then ended. Our 50 largest customers accounted for approximately 36%, 35% and 34% of our recurring revenues for theyears ended December 31, 2014, 2013 and 2012.Our non-recurring revenues are primarily comprised of installation services related to a customer’s initial deployment and professional services that weperform. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professionalservices work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection withtheir initial installation. However, revenues from installation services are deferred and recognized ratably over the expected life of the customer installation.Additionally, revenue from contract settlements, when a customer wishes to terminate their contract early, is recognized when no remaining performanceobligations exist and collectability is reasonably assured, to the extent that the revenue has not previously been recognized. As a percentage of totalrevenues, we expect non-recurring revenues to represent less than 10% of total revenues for the foreseeable future.Our Americas revenues are derived primarily from colocation and related interconnection offerings, and our EMEA and Asia-Pacific revenues arederived primarily from colocation and managed infrastructure offerings.The largest components of our cost of revenues are depreciation, rental payments related to our leased IBX data centers, utility costs, includingelectricity and bandwidth, IBX data center employees’ salaries and benefits, including stock-based compensation, repairs and maintenance, supplies andequipment and security services. A substantial majority of our cost of revenues is fixed in nature and should not vary significantly from period to period,unless we expand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs that are considered more variable innature, including utilities and supplies that are directly related to growth in our existing and new customer base. We expect the cost of our utilities,specifically electricity, will generally increase in the future on a per-unit or fixed basis, in addition to the variable increase related to the growth inconsumption by our customers. In addition, the cost of electricity is generally higher in the summer months, as compared to other times of the year. To theextent we incur increased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows.Furthermore, to the extent we incur increased electricity costs as a result of either climate change policies or the physical effects of climate change, suchincreased costs could materially impact our financial condition, results of operations and cash flows.Sales and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, including stock-basedcompensation, sales commissions, marketing programs, public relations, promotional materials and travel, as well as bad debt expense and amortization ofcustomer contract intangible assets.General and administrative expenses consist primarily of salaries and related expenses, including stock-based compensation, accounting, legal andother professional service fees, and other general corporate expenses, such as our corporate regional headquarters office leases and some depreciationexpense. 47Table of ContentsDue to our recurring revenue model, and a cost structure which has a large base that is fixed in nature and generally does not grow in proportion torevenue growth, we expect our cost of revenues, sales and marketing expenses and general and administrative expenses to decline as a percentage of revenuesover time, although we expect each of them to grow in absolute dollars in connection with our growth. However, for cost of revenues, this trend mayperiodically be impacted when a large expansion project opens or is acquired, and before it starts generating any meaningful revenue. Furthermore, inrelation to cost of revenues, we note that the Americas region has a lower cost of revenues as a percentage of revenue than either EMEA or Asia-Pacific. Thisis due to both the increased scale and maturity of the Americas region, compared to either the EMEA or Asia-Pacific region, as well as a higher cost structureoutside of the Americas, particularly in EMEA. While we expect all three regions to continue to see lower cost of revenues as a percentage of revenues infuture periods, we expect the trend that sees the Americas having the lowest cost of revenues as a percentage of revenues to continue. As a result, to the extentthat revenue growth outside the Americas grows in greater proportion than revenue growth in the Americas, our overall cost of revenues as a percentage ofrevenues may increase in future periods. Sales and marketing expenses may periodically increase as a percentage of revenues as we continue to scale ouroperations to invest in sales and marketing initiatives to further increase our revenue, including the hiring of additional headcount and new productinnovations. General and administrative expenses may also periodically increase as a percentage of revenues as we continue to scale our operations tosupport our growth.Results of OperationsOur results of operations for the year ended 2013 include the operations of the Frankfurt Kleyer 90 carrier hotel acquisition from October 1, 2013. Ourresults of operations for the year ended December 31, 2012 include the operations of the Dubai IBX data center acquisition from November 9, 2012, AsiaTone from July 4, 2012 and ancotel from July 3, 2012.Discontinued OperationsWe present the results of operations associated with 16 of our IBX centers that we sold in November 2012 as net income from discontinued operationsin our consolidated statements of operations. Our results of operations have been reclassified to reflect our discontinued operations for all applicable periodspresented. Unless otherwise stated, the results of operations discussed herein refer to our continuing operations. 48Table of ContentsYears Ended December 31, 2014 and 2013Revenues. Our revenues for the years ended December 31, 2014 and 2013 were generated from the following revenue classifications and geographicregions (dollars in thousands): Years ended December 31, % change 2014 % 2013 % Actual Constantcurrency Americas: Recurring revenues $1,311,518 54% $1,214,301 56% 8% 10% Non-recurring revenues 64,585 3% 50,473 3% 28% 28% 1,376,103 57% 1,264,774 59% 9% 11% EMEA: Recurring revenues 598,953 24% 492,361 23% 22% 19% Non-recurring revenues 38,312 1% 32,657 1% 17% 19% 637,265 25% 525,018 24% 21% 19% Asia-Pacific: Recurring revenues 407,319 17% 343,300 16% 19% 22% Non-recurring revenues 23,089 1% 19,674 1% 17% 26% 430,408 18% 362,974 17% 19% 22% Total: Recurring revenues 2,317,790 95% 2,049,962 95% 13% 14% Non-recurring revenues 125,986 5% 102,804 5% 23% 25% $2,443,776 100% $2,152,766 100% 14% 15% Americas Revenues. During the years ended December 31, 2014 and 2013, our revenues from the United States, the largest revenue contributor in theAmericas region for the periods, represented approximately 91% of the regional revenues. Growth in Americas revenues was primarily due to (i) $38.3 millionof revenue generated from our recently-opened IBX data centers and IBX data center expansions in the Atlanta, Chicago, Dallas, Miami, New York and SaoPaolo metro areas and (ii) an increase in orders from both our existing customers and new customers during the period as reflected in the growth in ourutilization rate, as discussed above. During the year ended December 31, 2014, currency fluctuations resulted in approximately $22.1 million of unfavorableforeign currency impact on our Americas revenues primarily due to the generally stronger U.S. dollar relative to the Brazilian reais and Canadian dollarduring the year ended December 31, 2014 compared to the year ended December 31, 2013. We expect that our Americas revenues will continue to grow infuture periods as a result of continued growth in the recently-opened IBX data centers and additional IBX data center expansions currently taking place in theDallas, New York, Philadelphia, Rio de Janeiro, Seattle, Silicon Valley, Toronto and Washington, D.C. metro areas, which are expected to open during 2015.Our estimates of future revenue growth also take into account expected changes in recurring revenues attributed to customer bookings, customer churn orchanges or amendments to customers’ contracts.EMEA Revenues. During the years ended December 31, 2014 and 2013, our revenues from the United Kingdom, the largest revenue contributor in theEMEA region for the periods, represented approximately 36% of the regional revenues. Our EMEA revenue growth was due to (i) $20.0 million of revenuegenerated from our recently-opened IBX data centers and IBX data center expansions in the Amsterdam and Frankfurt metro areas and (ii) an increase inorders from both our existing customers and new customers during the period as reflected in the growth in our utilization rate, as discussed above, in both ournew and existing IBX data centers. During the year ended December 31, 2014, currency fluctuations resulted in approximately $11.1 million of favorableforeign currency impact on our EMEA revenues primarily due to the generally weaker U.S. dollar relative to the British pound, Euro and Swiss franc duringthe year ended December 31, 2014 compared to the year ended December 31, 2013. We expect that our EMEA revenues will continue to grow in futureperiods as a result of 49Table of Contentscontinued growth in recently-opened IBX data centers and an additional IBX data center expansion currently taking place in the Amsterdam, Frankfurt,London and Paris metro areas, which are expected to open during 2015. Our estimates of future revenue growth also take into account expected changes inrecurring revenues attributed to customer bookings, customer churn or changes or amendments to customers’ contracts.Asia-Pacific Revenues. Our revenues from Singapore, the largest revenue contributor in the Asia-Pacific region, represented approximately 38% and36%, respectively, of the regional revenues for the years ended December 31, 2014 and 2013. Our Asia-Pacific revenue growth was due to (i) $53.4 million ofrevenue generated from our recently-opened IBX data centers and IBX data center expansions in the Hong Kong, Melbourne, Osaka, Singapore, Sydney andTokyo metro areas and (ii) an increase in orders from both our existing customers and new customers during the period as reflected in the growth in ourutilization rate, as discussed above, in both our new and existing IBX data centers. During the year ended December 31, 2014, currency fluctuations resultedin approximately $13.7 million of net unfavorable foreign currency impact on our Asia-Pacific revenues primarily due to the generally stronger U.S. dollarrelative to the Australian dollar, Japanese yen and Singapore dollar during the year ended December 31, 2014 compared to the year ended December 31,2013. We expect that our Asia-Pacific revenues will continue to grow in future periods as a result of continued growth in these recently-opened IBX datacenter expansions and additional expansions currently taking place in the Hong Kong, Singapore and Tokyo metro areas, which are expected to open during2015 and 2016. Our estimates of future revenue growth also take into account expected changes in recurring revenues attributed to customer bookings,customer churn or changes or amendments to customers’ contracts.Cost of Revenues. Our cost of revenues for the years ended December 31, 2014 and 2013 were split among the following geographic regions (dollars inthousands): Years ended December 31, % change 2014 % 2013 % Actual Constantcurrency Americas $605,184 51% $576,869 54% 5% 8% EMEA 337,095 28% 271,965 26% 24% 22% Asia-Pacific 255,606 21% 215,569 20% 19% 22% Total $1,197,885 100% $1,064,403 100% 13% 14% Years endedDecember 31, 2014 2013 Cost of revenues as a percentage of revenues: Americas 44% 46% EMEA 53% 52% Asia-Pacific 59% 59% Total 49% 49% Americas Cost of Revenues. Our Americas cost of revenues for the years ended December 31, 2014 and 2013 included $218.4 million and $216.6million, respectively, of depreciation expense. Excluding depreciation expense, the increase in our Americas cost of revenues was primarily due to (i) $17.7million of higher utilities and repair and maintenance expense in support of our business growth, (ii) $8.7 million of higher compensation costs, includinggeneral salaries, bonuses, stock-based compensation and headcount growth (941 employees included in Americas cost of revenues as of December 31, 2014versus 894 as of December 31, 2013), (iii) $8.1 million of higher costs associated with equipment resales to support the growth of non-recurring revenues and(iv) $3.9 million of higher accretion expenses as a result of the reversal of asset retirement obligations during the year ended December 31, 2013 associatedwith the execution of certain lease amendments, partially offset by $12.9 million of lower rent and facility costs primarily as a result of either certain leases nolonger being subject to operating lease treatment or the purchase of previously-leased sites. During the year ended December 31, 2014, currency fluctuationsresulted in approximately $16.3 million of favorable foreign currency impact on our 50Table of ContentsAmericas cost of revenues primarily due to the generally stronger U.S. dollar relative to the Brazilian reais and Canadian dollar during the year endedDecember 31, 2014 compared to the year ended December 31, 2013. We expect Americas cost of revenues to increase as we continue to grow our business.EMEA Cost of Revenues. EMEA cost of revenues for the years ended December 31, 2014 and 2013 included $97.8 million and $77.9 million,respectively, of depreciation expense. Growth in depreciation expense was primarily due to our IBX data center expansion activity. Excluding depreciationexpense, the increase in our EMEA cost of revenues was primarily due to (i) $29.9 million of higher utility costs, repair and maintenance, professional feesand rent and facility costs in support of our revenue growth, (ii) $7.4 million of higher compensation, including general salaries, bonuses, stock-basedcompensation and headcount growth (473 employees included in EMEA cost of revenues as of December 31, 2014 versus 396 as of December 31, 2013) and(iii) $5.8 million of higher costs associated with equipment resales, bandwidth and other customer services in support of our non- recurring revenues growth.During the year ended December 31, 2014, the impact of foreign currency fluctuations resulted in approximately $4.4 million of unfavorable foreigncurrency impact on our EMEA cost of revenues primarily due to the generally weaker U.S. dollar relative to the British pound, Euro and Swiss franc duringthe year ended December 31, 2014 compared to the year ended December 31, 2013. We expect EMEA cost of revenues to increase as we continue to grow ourbusiness.Asia-Pacific Cost of Revenues. Asia-Pacific cost of revenues for the years ended December 31, 2014 and 2013 included $101.4 million and $82.6million, respectively, of depreciation expense. Growth in depreciation expense was primarily due to our IBX data center expansion activity. Excludingdepreciation expense, the increase in Asia-Pacific cost of revenues was primarily due to (i) $13.7 million in higher utility costs, repairs and maintenancecosts, as well as rent and facility costs in support of our revenue growth; (ii) $2.7 million of higher compensation costs, including general salaries, bonuses,stock-based compensation and headcount growth (342 employees included in Asia-Pacific cost of revenues as of December 31, 2014 versus 289 as ofDecember 31, 2013) and (iii) $3.3 million of higher costs associated with equipment resales in support of our non-recurring revenues growth. During the yearended December 31, 2014, currency fluctuations resulted in approximately $8.4 million of net favorable foreign currency impact on our Asia-Pacific cost ofrevenues primarily due to the generally stronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the year endedDecember 31, 2014 compared to the year ended December 31, 2013. We expect Asia-Pacific cost of revenues to increase as we continue to grow our business.Sales and Marketing Expenses. Our sales and marketing expenses for the years ended December 31, 2014 and 2013 were split among the followinggeographic regions (dollars in thousands): Years ended December 31, % change 2014 % 2013 % Actual Constantcurrency Americas $172,264 58% $144,178 58% 19% 21% EMEA 79,890 27% 68,925 28% 16% 12% Asia-Pacific 43,949 15% 33,520 14% 31% 35% Total $296,103 100% $246,623 100% 20% 21% Years endedDecember 31, 2014 2013 Sales and marketing expenses as a percentage of revenues: Americas 13% 11% EMEA 13% 13% Asia-Pacific 10% 9% Total 12% 11% Americas Sales and Marketing Expenses. The increase in our Americas sales and marketing expenses was primarily due to (i) $21.6 million of highercompensation costs, including sales compensation, general salaries, bonuses, commission, stock-based compensation as a result of headcount growth (450Americas sales and 51Table of Contentsmarketing employees as of December 31, 2014 versus 395 as of December 31, 2013), which incorporates a change in our sales commission practices wherebyour sales commission accrual will occur when sales orders are booked versus when the sales orders are billed and (ii) $5.3 million of higher travel, advertisingand promotion costs in support of our business growth. During the year ended December 31, 2014, currency fluctuations resulted in approximately $2.5million of favorable foreign currency impact on our Americas sales and marketing expenses primarily due to the generally stronger U.S. dollar relative to theBrazilian reais and Canadian dollar during the year ended December 31, 2014 compared to the year ended December 31, 2013. Over the past several years, wehave been investing in our Americas sales and marketing initiatives to further increase our revenue. These investments have included the hiring of additionalheadcount and new product innovation efforts. Although we anticipate that we will continue to invest in Americas sales and marketing initiatives, we believeour Americas sales and marketing expenses as a percentage of revenues will remain at approximately current levels over the next year or two but shouldultimately decrease as we continue to grow our business.EMEA Sales and Marketing Expenses. The increase in our EMEA sales and marketing expenses was primarily due to $8.2 million of highercompensation costs, including sales compensation, general salaries, bonuses and stock-based compensation expense as a result of business growth, whichincorporates a change in our sales commission practices whereby our sales commission accrual will occur when sales orders are booked versus when the salesorders are billed. For the year ended December 31, 2014, the impact of foreign currency fluctuations on our EMEA sales and marketing expenses was notsignificant when compared to average exchange rates of the year ended December 31, 2013. Over the past several years, we have been investing in our EMEAsales and marketing initiatives to further increase our revenue. These investments have included the hiring of additional headcount and new productinnovation efforts and, as a result, our EMEA sales and marketing expenses as a percentage of revenues have increased. Although we anticipate that we willcontinue to invest in EMEA sales and marketing initiatives, we believe our EMEA sales and marketing expenses as a percentage of revenues will remain atapproximately current levels over the next year or two but should ultimately decrease as we continue to grow our business.Asia-Pacific Sales and Marketing Expenses. The increase in our Asia-Pacific sales and marketing expenses was primarily due to $9.5 million of highercompensation costs, including sales compensation, general salaries, bonuses, commission, stock-based compensation as a result of business and headcountgrowth (155 Asia-Pacific sales and marketing employees as of December 31, 2014 versus 120 as of December 31, 2013), which incorporates a change in oursales commission practices whereby our sales commission accrual will occur when sales orders are booked versus when the sales orders are billed. For the yearended December 31, 2014, the impact of foreign currency fluctuations to our Asia-Pacific sales and marketing expenses was not significant when compared toaverage exchange rates of the year ended December 31, 2013. Over the past several years, we have been investing in our Asia-Pacific sales and marketinginitiatives to further increase our revenue. These investments have included the hiring of additional headcount and new product innovation efforts and, as aresult, our Asia-Pacific sales and marketing expenses have increased. Although we anticipate that we will continue to invest in Asia-Pacific sales andmarketing initiatives, we believe our Asia-Pacific sales and marketing expenses as a percentage of revenues will remain at approximately current levels overthe next year or two but should ultimately decrease as we continue to grow our business.General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2014 and 2013 were split among thefollowing geographic regions (dollars in thousands): Years ended December 31, % change 2014 % 2013 % Actual Constantcurrency Americas $315,533 72% $263,145 70% 20% 21% EMEA 79,942 18% 72,867 19% 10% 7% Asia-Pacific 42,541 10% 38,778 11% 10% 12% Total $438,016 100% $374,790 100% 17% 17% 52Table of Contents Years endedDecember 31, 2014 2013 General and administrative expenses as a percentage of revenues: Americas 23% 21% EMEA 13% 14% Asia-Pacific 10% 11% Total 18% 17% Americas General and Administrative Expenses. The increase in our Americas general and administrative expenses was primarily due to (i) $24.9million of higher compensation costs, including general salaries, bonuses, stock-based compensation, as a result of headcount growth (731 Americas generaland administrative employees as of December 31, 2014 versus 695 as of December 31, 2013) and the exercise of the ALOG stock options, (ii) $15.2 million ofhigher professional fees, recruiting, training and travel expenses to support the REIT conversion, (iii) $5.4 million of higher depreciation expenses primarilydue to implementation of the Oracle R12 ERP system and certain systems to support the REIT conversion and (iv) $4.0 million higher of office expenses insupport of our business growth. During the year ended December 31, 2014, currency fluctuations resulted in approximately $2.4 million of favorable foreigncurrency impact on our Americas general and administrative expenses primarily due to the generally stronger U.S. dollar relative to the Brazilian reais andCanadian dollar during the year ended December 31, 2014 compared to the year ended December 31, 2013. Over the course of the past year, we have beeninvesting in our Americas general and administrative functions to scale this region effectively for growth, which has included additional investments intoimproving our back office systems. We expect our current efforts to improve our back office systems will continue over the next several years. We alsoincurred costs to support our REIT conversion process. Collectively, these investments in our back office systems and our REIT conversion process haveresulted in increased professional fees. Going forward, although we are carefully monitoring our spending, we expect Americas general and administrativeexpenses to increase as we continue to further scale our operations to support our growth, including these investments in our back office systems andmaintaining our REIT qualification.EMEA General and Administrative Expenses. The increase in our EMEA general and administrative expenses was primarily due to (i) approximately$3.7 million of higher compensation costs, including general salaries, bonuses and headcount growth (353 EMEA general and administrative employees asof December 31, 2014 versus 301 as of December 31, 2013) and (ii) $2.5 million of higher depreciation expenses due to implementation of the Oracle R12ERP system and certain systems to support the REIT conversion. During the year ended December 31, 2014, the impact of foreign currency fluctuationsresulted in approximately $2.0 million of unfavorable foreign currency impact on our EMEA general and administrative expenses primarily due to thegenerally weaker U.S. dollar relative to the British pound, Euro and Swiss franc during the year ended December 31, 2014 compared to the year endedDecember 31, 2013. Going forward, although we are carefully monitoring our spending, we expect our EMEA general and administrative expenses toincrease in future periods as we continue to scale our operations to support our growth; however, as a percentage of revenues, we generally expect them todecrease.Asia-Pacific General and Administrative Expenses. The increase in our Asia-Pacific general and administrative expenses was primarily due to $4.2million of higher compensation costs, including general salaries, bonuses and headcount growth (224 Asia-Pacific general and administrative employees asof December 31, 2014 versus 208 as of December 31, 2013). For the year ended December 31, 2014, the impact of foreign currency fluctuations on our Asia-Pacific general and administrative expenses was not significant when compared to average exchange rates of the year ended December 31, 2013. Goingforward, although we are carefully monitoring our spending, we expect Asia-Pacific general and administrative expenses to increase as we continue to scaleour operations to support our growth; however, as a percentage of revenues, we generally expect them to decrease. 53Table of ContentsRestructuring Charges. During the year ended December 31, 2014, we did not record any restructuring charges. During the year ended December 31,2013, we recorded a $4.8 million reversal of the restructuring charge accrual for our excess space in the New York 2 IBX data center as a result of our decisionto purchase this property and utilize the space. See “Restructuring Charges” in Note 17 of Notes to Consolidated Financial Statements in Item 8 of thisAnnual Report on Form 10-K.Acquisition Costs. During the year ended December 31, 2014, we recorded acquisition costs totaling $2.5 million primarily attributed to the EMEAregion. During the year ended December 31, 2013, we recorded acquisition costs totaling $10.9 million primarily attributed to our Americas and EMEAregions.Interest Income. Interest income was $2.9 million and $3.4 million for the years ended December 31, 2014 and 2013, respectively. The average yieldfor the year ended December 31, 2014 was 0.33% versus 0.32% for the year ended December 31, 2013. We expect our interest income to remain at these lowlevels for the foreseeable future due to the impact of a continued low interest rate environment and a portfolio more weighted towards short-term securities.Interest Expense. Interest expense increased to $270.1 million for the year ended December 31, 2014 from $248.8 million for the year endedDecember 31, 2013. This increase in interest expense was primarily due to the impact of our $1.25 billion senior notes offering in November 2014 and $29.8million of higher interest expense from various capital lease and other financing obligations to support our expansion projects, which was offset by theredemption of our 7.00% senior notes in December 2014, the settlement of the 3.00% convertible notes, the partial redemption of the 4.75% convertiblenotes in June 2014 and more capitalized interest expense. During the years ended December 31, 2014 and 2013, we capitalized $19.0 million and $10.6million, respectively, of interest expense to construction in progress. Going forward, we expect to incur higher interest expense as we recognize the fullimpact of our $1.25 billion senior notes and $1.5 billion senior credit facility offerings, partially offset by the redemption of our 7.00% senior notes,settlement of our 3.00% convertible notes and prepayment and termination of our $750.0 million multicurrency credit facility. We may also incur additionalindebtedness to support our growth, resulting in higher interest expense.Other Income (Expense). We recorded $0.1 million and $5.3 million, respectively, of other income for the years ended December 31, 2014 and 2013,primarily due to foreign currency exchange gains (losses) during the periods.Loss on debt extinguishment. During the year ended December 31, 2014, we recorded a $157.0 million loss on debt extinguishment, of which $51.2million was attributable to the exchanges of the 3.00% convertible subordinated notes and 4.75% convertible subordinated notes, $103.3 million wasattributable to the redemption of our $750.0 million 7.00% senior notes and $2.5 million was attributable to the prepayment and termination of our $750.0million multicurrency credit facility. During the year ended December 31, 2013, we recorded a $108.5 million loss on debt extinguishment, of which $93.6million was attributable to the redemption of our $750 million 8.125% senior notes, $13.2 million was attributable to the extinguishment of the financingliabilities for our London 4 and 5 IBX data centers and $1.7 million was attributable to an amendment of our New York 5 and 6 IBX lease. For additionalinformation, see “Loss on Debt Extinguishment” in Note 9 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.Income Taxes. During the year ended December 31, 2014, we recorded $345.5 million of income tax expense. The income tax expense recorded duringthe year ended December 31, 2014 was primarily attributable to the statutory tax rate change due to our REIT conversion, which resulted in a $324.1 milliondomestic deferred tax assets write-off. In connection with the formal approval of our conversion to a REIT by our Board of Directors in December 2014, wereassessed the deferred tax assets and liabilities of our U.S. operations included in the REIT structure in the fourth quarter of 2014. The reevaluation resultedin de-recognizing the deferred tax assets and liabilities of our REIT’s U.S. operations, excluding the deferred tax liabilities associated with the depreciationand amortization recapture expected in 2015. The de-recognition of the deferred tax assets and liabilities of our REIT’s U.S. operations occurred because theexpected recovery or settlement of the related 54Table of Contentsassets and liabilities will not result in deductible or taxable amounts in any post-REIT conversion periods. The deferred tax assets and liabilities associatedwith our foreign operations, regardless of whether such foreign operations are part of the REIT conversion, are not subject to the de-recognition assessment. Inaddition, we don’t expect any “built-in” gains to be recognized within the next 10 years with respect to the REIT conversion. As of December 31, 2014, wehad a net deferred tax liability of approximately $52.2 million for our domestic operations, which include approximately $82.5 million of deferred taxliabilities associated with the depreciation and amortization recapture.During the year ended December 31, 2013, we recorded $16.2 million of income tax expense. The income tax expense recorded during the year endedDecember 31, 2013 was primarily attributable to our foreign operations, as we incurred losses in our domestic operations during the period. Our effective taxrates were 407.7% and 14.4%, respectively, for the years ended December 31, 2014 and 2013. The increase in our effective tax rate was primarily due to taxexpense attributable to the domestic deferred tax assets write-off as a result of our REIT conversion. Excluding this tax expense, our effective tax rate wouldhave been 25.2% for the year ended December 31, 2014.During the year ended December 31, 2013, we utilized all of our federal net operating losses free of Section 382 limitations in the U.S. for which adeferred tax asset had been previously recognized and all of our windfall tax losses in the U.S. for which a deferred tax asset had not been previouslyrecognized. We recorded excess income tax benefits of $18.6 million and $25.6 million during the year ended December 31, 2014 and 2013, respectively, inour consolidated balance sheet.To better align our EMEA corporate structure and intercompany relationship with the nature of our business activities and regional centralization, wecommenced certain reorganization activities during the fourth quarter of 2012 in the EMEA region. The new organizational structure centralized the majorityof our EMEA business management activities in the Netherlands effective July 1, 2013. In December 2013, our Dutch subsidiaries that were created to carry-out EMEA’s centralized management activities received favorable rulings from the Dutch Tax Authorities effective July 1, 2013. The rulings acknowledgethe reorganization and agree to a lower level of earnings by our Dutch subsidiaries subject to tax in the Netherlands. The rulings also require both the DutchTax Authorities and our Dutch subsidiaries to revisit and renew the agreement in five years from the effective date. As a result, we expect our overall effectivetax rate will be lower in subsequent periods as the new structure takes full effect. Assuming no material changes to tax rules and regulations, with our REITconversion taking effect we expect our effective long-term worldwide cash tax rate to ultimately decrease to a range of 10% to 15%.Adjusted EBITDA. Adjusted EBITDA is a key factor in how we assess the performance of our segments, measure the operational cash generatingabilities of our segments and develop regional growth strategies such as IBX data center expansion decisions. Adjusted EBITDA is the result of our revenuesless our adjusted operating expenses. Our adjusted operating expenses exclude depreciation expense, amortization expense, accretion expense, stock-basedcompensation, restructuring charges, impairment charges and acquisition costs. Periodically, we enter into new lease agreements or amend existing leaseagreements. To the extent we conclude that a lease is an operating lease, the rent expense may decrease our adjusted EBITDA whereas to the extent weconclude that a lease is a capital or financing lease, and this lease was previously reported as an operating lease, this outcome may increase our adjustedEBITDA. Our adjusted EBITDA for the years ended December 31, 2014 and 2013 was split among the following geographic regions (dollars in thousands): Years ended December 31, % change 2014 % 2013 % Actual Constantcurrency Americas $635,007 57% $608,718 61% 4% 6% EMEA 269,222 24% 216,186 22% 25% 22% Asia-Pacific 209,662 19% 175,994 17% 19% 23% Total $1,113,891 100% $1,000,898 100% 11% 12% 55Table of ContentsAmericas Adjusted EBITDA. The increase in our Americas adjusted EBITDA was due to higher revenues as result of our IBX data center expansionactivity and organic growth as described above, partially offset by higher adjusted operating expenses as a percentage of revenues primarily attributable tohigher compensation expense and higher professional fees to support our growth. During the year ended December 31, 2014, currency fluctuations resulted inapproximately $8.1 million of unfavorable foreign currency impact on our Americas adjusted EBITDA primarily due to the generally stronger U.S. dollarrelative to the Brazilian reais and Canadian dollar during the year ended December 31, 2014 compared to the year ended December 31, 2013.EMEA Adjusted EBITDA. The increase in our EMEA adjusted EBITDA was primarily due to higher revenues as a result of our IBX data centerexpansion activity and organic growth as described above, partially offset by higher adjusted operating expenses as a percentage of revenues primarilyattributable to higher compensation expense and higher professional fees to support our growth. During the year ended December 31, 2014, currencyfluctuations resulted in approximately $4.9 million of net favorable foreign currency impact on our EMEA adjusted EBITDA primarily due to the generallyweaker U.S. dollar relative to the Euro and Swiss franc during the year ended December 31, 2014 compared to the year ended December 31, 2013.Asia-Pacific Adjusted EBITDA. The increase in our Asia-Pacific adjusted EBITDA was primarily due to higher revenues as a result of our IBX datacenter expansion activity and organic growth as described above, partially offset by higher adjusted operating expenses as a percentage of revenues primarilyattributable to higher compensation expense and higher professional fees to support our growth. During the year ended December 31, 2014, currencyfluctuations resulted in approximately $7.0 million of net unfavorable foreign currency impact on our Asia-Pacific adjusted EBITDA primarily due to thegenerally stronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the year ended December 31, 2014 compared to theyear ended December 31, 2013.Years Ended December 31, 2013 and 2012Revenues. Our revenues for the years ended December 31, 2013 and 2012 were generated from the following revenue classifications and geographicregions (dollars in thousands): Years ended December 31, % change 2013 % 2012 % Actual Constantcurrency Americas: Recurring revenues $1,214,301 56% $1,111,755 59% 9% 10% Non-recurring revenues 50,473 3% 40,162 2% 26% 26% 1,264,774 59% 1,151,917 61% 10% 11% EMEA: Recurring revenues 492,361 23% 400,002 21% 23% 22% Non-recurring revenues 32,657 1% 32,918 2% (1)% (11)% 525,018 24% 432,920 23% 21% 19% Asia-Pacific: Recurring revenues 343,300 16% 285,311 15% 20% 26% Non-recurring revenues 19,674 1% 17,228 1% 14% 17% 362,974 17% 302,539 16% 20% 26% Total: Recurring revenues 2,049,962 95% 1,797,068 95% 14% 15% Non-recurring revenues 102,804 5% 90,308 5% 14% 11% $2,152,766 100% $1,887,376 100% 14% 15% 56Table of ContentsAmericas Revenues. Growth in Americas revenues was primarily due to (i) $58.6 million of revenue generated from our recently-opened IBX datacenters and IBX data center expansions in the Chicago, Rio de Janeiro, Seattle, Silicon Valley and Washington, D.C. metro areas and (ii) an increase in ordersfrom both our existing customers and new customers during the period as reflected in the growth in our customer count and utilization rate. During the yearended December 31, 2013, currency fluctuations resulted in approximately $9.7 million of unfavorable foreign currency impact on our Americas revenuesprimarily due to the generally stronger U.S. dollar relative to the Brazilian reais and Canadian dollar during the year ended December 31, 2013 compared tothe year ended December 31, 2012.EMEA Revenues. During the years ended December 31, 2013 and 2012, our revenues from the United Kingdom, the largest revenue contributor in theEMEA region for the period, represented approximately 36% and 38%, respectively, of the regional revenues. Our EMEA revenue growth was due to (i) $18.5million of incremental revenue resulting from acquisitions, (ii) $52.3 million of revenue from our recently-opened IBX data center expansions in theFrankfurt, London and Zurich metro areas and (iii) an increase in orders from both our existing customers and new customers during the period as reflected inthe growth in our customer count and utilization rate, in both our new and existing IBX data centers. During the year ended December 31, 2013, currencyfluctuations resulted in approximately $8.5 million of favorable foreign currency impact on our EMEA revenues primarily due to the generally weaker U.S.dollar relative to the Euro and Swiss franc during the year ended December 31, 2013 compared to the year ended December 31, 2012.Asia-Pacific Revenues. Our revenues from Singapore, the largest revenue contributor in the Asia-Pacific region, represented approximately 36% and37%, respectively, of the regional revenues for the years ended December 31, 2013 and 2012. Our Asia-Pacific revenue growth was due to $30.0 million ofincremental revenue resulting from the Asia Tone acquisition and (ii) an increase in orders from both our existing customers and new customers during theperiod as reflected in the growth in our customer count and utilization rate, in both our new and existing IBX data centers. During the year endedDecember 31, 2013, currency fluctuations resulted in approximately $17.6 million of net unfavorable foreign currency impact on our Asia-Pacific revenuesprimarily due to the generally stronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the year ended December 31,2013 compared to the year ended December 31, 2012.Cost of Revenues. Our cost of revenues for the years ended December 31, 2013 and 2012 were split among the following geographic regions (dollars inthousands): Years ended December 31, % change 2013 % 2012 % Actual Constantcurrency Americas $576,869 54% $533,313 57% 8% 9% EMEA 271,965 26% 230,239 24% 18% 17% Asia-Pacific 215,569 20% 181,065 19% 19% 26% Total $1,064,403 100% $944,617 100% 13% 14% Years endedDecember 31, 2013 2012 Cost of revenues as a percentage of revenues: Americas 46% 46% EMEA 52% 53% Asia-Pacific 59% 60% Total 49% 50% Americas Cost of Revenues. Our Americas cost of revenues for the years ended December 31, 2013 and 2012 included $216.6 million and $197.3million, respectively, of depreciation expense. Growth in depreciation expense was primarily due to our organic IBX data center expansion activity.Excluding depreciation expense, 57Table of Contentsthe increase in our Americas cost of revenues was primarily due to (i) $9.1 million of higher utilities and repairs and maintenance expense, (ii) $7.3 million ofhigher costs associated with certain custom services provided to our customers, (iii) $6.7 million of higher compensation costs, including general salaries,bonuses, stock-based compensation and headcount growth (894 employees included in Americas cost of revenues as of December 31, 2013 versus 828 as ofDecember 31, 2012), (iv) $4.7 million of higher taxes, including property taxes, and (v) $2.6 million of higher costs related to office expansion, partiallyoffset by $9.2 million of lower rent and facility costs and a $4.8 million reversal of asset retirement obligations associated with certain leases that wereamended during the year ended December 31, 2013. During the year ended December 31, 2013, currency fluctuations resulted in approximately $6.4 millionof favorable foreign currency impact on our Americas cost of revenues primarily due to the generally stronger U.S. dollar relative to the Brazilian reais andCanadian dollar during the year ended December 31, 2013 compared to the year ended December 31, 2012.EMEA Cost of Revenues. EMEA cost of revenues for the years ended December 31, 2013 and 2012 included $77.9 million and $69.4 million,respectively, of depreciation expense. Growth in depreciation expense was primarily due to our IBX data center expansion activity and acquisitions.Excluding depreciation expense, the increase in our EMEA cost of revenues was primarily due to (i) the impact of acquisitions, which resulted in $6.6 millionof incremental cost of revenues for the year ended December 31, 2013, (ii) $10.3 million of higher utility costs, (iii) $5.8 million of costs associated withcertain custom services provided to our customers, (iv) $5.3 million of higher compensation expense and (v) $2.2 million of higher professional fees tosupport our growth. During the year ended December 31, 2013, the impact of foreign currency fluctuations on our EMEA cost of revenues was not significantwhen compared to average exchange rates of the year ended December 31, 2012.Asia-Pacific Cost of Revenues. Asia-Pacific cost of revenues for the years ended December 31, 2013 and 2012 included $82.6 million and $71.8million, respectively, of depreciation expense. Growth in depreciation expense was primarily due to both our organic IBX data center expansion activity andthe Asia Tone acquisition. Excluding depreciation expense, the increase in Asia-Pacific cost of revenues was primarily due to (i) $13.9 million of incrementalcost of revenues resulting from the Asia Tone acquisition, (ii) $4.3 million in higher utility costs and (iii) $2.3 million of higher compensation costs,including general salaries, bonuses, stock-based compensation and headcount growth (excluding the impact of the Asia Tone acquisition, 240 employeesincluded in Asia-Pacific cost of revenues as of December 31, 2013 versus 192 as of December 31, 2012). During the year ended December 31, 2013, currencyfluctuations resulted in approximately $11.9 million of net favorable foreign currency impact on our Asia-Pacific cost of revenues primarily due to thegenerally stronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the year ended December 31, 2013 compared to theyear ended December 31, 2012.Sales and Marketing Expenses. Our sales and marketing expenses for the years ended December 31, 2013 and 2012 were split among the followinggeographic regions (dollars in thousands): Years ended December 31, % change 2013 % 2012 % Actual Constantcurrency Americas $144,178 58% $122,970 61% 17% 18% EMEA 68,925 28% 52,595 26% 31% 30% Asia-Pacific 33,520 14% 27,349 13% 23% 28% Total $246,623 100% $202,914 100% 22% 23% Years endedDecember 31, 2013 2012 Sales and marketing expenses as a percentage of revenues: Americas. 11% 11% EMEA 13% 12% Asia-Pacific 9% 9% Total 11% 11% 58Table of ContentsAmericas Sales and Marketing Expenses. The increase in our Americas sales and marketing expenses was primarily due to (i) $17.6 million of highercompensation costs, including sales compensation, general salaries, bonuses, stock-based compensation and headcount growth (395 Americas sales andmarketing employees as of December 31, 2013 versus 256 as of December 31, 2012) and (ii) $3.0 million of higher advertising and promotion costs. Duringthe year ended December 31, 2013, the impact of foreign currency fluctuations on our Americas sales and marketing expenses was not significant whencompared to average exchange rates of the year ended December 31, 2012.EMEA Sales and Marketing Expenses. The increase in our EMEA sales and marketing expenses was primarily due to (i) $5.7 million of additional salesand marketing expenses resulting from acquisitions and (ii) $8.8 million of higher compensation costs, including sales compensation, general salaries,bonuses and stock-based compensation expense and headcount growth (excluding the impact of acquisitions, 179 EMEA sales and marketing employees asof December 31, 2013 versus 148 as of December 31, 2012). For the year ended December 31, 2013, the impact of foreign currency fluctuations on our EMEAsales and marketing expenses was not significant when compared to average exchange rates of the year ended December 31, 2012.Asia-Pacific Sales and Marketing Expenses. The increase in our Asia-Pacific sales and marketing expenses was primarily due to $2.8 million ofincremental sales and marketing expenses from the impact of the Asia Tone acquisition. For the year ended December 31, 2013, the impact of foreigncurrency fluctuations to our Asia-Pacific sales and marketing expenses was not significant when compared to average exchange rates of the year endedDecember 31, 2012.General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2013 and 2012 were split among thefollowing geographic regions (dollars in thousands): Years ended December 31, % change 2013 % 2012 % Actual Constantcurrency Americas $263,145 70% $238,178 73% 10% 11% EMEA 72,867 19% 57,093 17% 28% 28% Asia-Pacific 38,778 11% 32,995 10% 18% 20% Total $374,790 100% $328,266 100% 14% 15% Years endedDecember 31, 2013 2012 General and administrative expenses as a percentage of revenues: Americas 21% 21% EMEA 14% 13% Asia-Pacific 11% 11% Total 17% 17% Americas General and Administrative Expenses. The increase in our Americas general and administrative expenses was primarily due to (i) $14.4million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth (695 Americas general andadministrative employees as of December 31, 2013 versus 661 as of December 31, 2012), (ii) $4.1 million of higher office expansion and travel expenses and(iii) $4.0 million of higher professional fees to support our growth. During the year ended December 31, 2013, the impact of foreign currency fluctuations onour Americas general and administrative expenses was not significant when compared to average exchange rates of the year ended December 31, 2012.EMEA General and Administrative Expenses. The increase in our EMEA general and administrative expenses was primarily due to (i) $2.0 million ofincremental general and administrative expenses resulting from acquisitions, (ii) $6.4 million of higher compensation costs, including general salaries,bonuses and headcount 59Table of Contentsgrowth (excluding the impact of acquisitions, 276 EMEA general and administrative employees as of December 31, 2013 versus 196 as of December 31,2012) and (iii) $5.8 million of higher professional fees to support our growth. For the year ended December 31, 2013, the impact of foreign currencyfluctuations on our EMEA general and administrative expenses was not significant when compared to average exchange rates of the year ended December 31,2012.Asia-Pacific General and Administrative Expenses. Excluding the Asia Tone acquisition, the increase in our Asia-Pacific general and administrativeexpenses was primarily due to $3.5 million of higher compensation costs, including general salaries, bonuses and headcount growth (208 Asia-Pacificgeneral and administrative employees as of December 31, 2013 versus 166 as of December 31, 2012). For the year ended December 31, 2013, the impact offoreign currency fluctuations on our Asia-Pacific general and administrative expenses was not significant when compared to average exchange rates of theyear ended December 31, 2012.Restructuring Charges. During the year ended December 31, 2013, we recorded a $4.8 million reversal of the restructuring charge accrual for ourexcess space in the New York 2 IBX data center as a result of our decision to purchase this property and utilize the space. During the year ended December 31,2012, we did not record any restructuring charges. For additional information, see “Restructuring Charges” in Note 17 of Notes to Consolidated FinancialStatements in Item 8 of this Annual Report on Form 10-K.Impairment Charges. During the year ended December 31, 2013, we did not record any impairment charges. During the year ended December 31,2012, we recorded impairment charges totaling $9.9 million as a result of the fair values of certain long-lived assets being lower than their carrying valuesdue to our decision to abandon two properties in the Americas and Asia-Pacific regions. For additional information, see “Impairment of Long-Lived Assets”in Note 1 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.Acquisition Costs. During the year ended December 31, 2013, we recorded acquisition costs totaling $10.9 million primarily attributed to our Americasand EMEA regions. During the year ended December 31, 2012, we recorded acquisition costs totaling $8.8 million primarily attributed to the ancotel andAsia Tone acquisitions.Interest Income. Interest income was $3.4 million and $3.5 million for the years ended December 31, 2013 and 2012, respectively. The average yieldfor the year ended December 31, 2013 was 0.32% versus 0.43% for the year ended December 31, 2012.Interest Expense. Interest expense increased to $248.8 million for the year ended December 31, 2013 from $200.3 million for the year endedDecember 31, 2012. This increase in interest expense was primarily due to the impact of our $1.5 billion senior notes offering in March 2013, $15.6 millionof higher interest expense from various capital lease and other financing obligations to support our expansion projects and less capitalized interest expense,which was partially offset by the redemption of our 8.125% senior notes in April 2013. During the years ended December 31, 2013 and 2012, we capitalized$10.6 million and $30.6 million, respectively, of interest expense to construction in progress.Other Income (Expense). For the year ended December 31, 2013, we recorded $5.3 million of other income and $2.2 million of other expense for theyear ended December 31, 2012, primarily due to foreign currency exchange gains (losses) during the periods.Loss on debt extinguishment. During the year ended December 31, 2013, we recorded a $108.5 million loss on debt extinguishment, of which $93.6million was attributable to the redemption of our $750.0 million 8.125% senior notes, $13.2 million was attributable to the extinguishment of the financingliabilities for our London 4 and 5 IBX data centers and $1.7 million was attributable to an amendment of our New York 5 and 6 IBX lease. During the yearended December 31, 2012, we recorded $5.2 million of loss on debt extinguishment due to the repayment and termination of our multi-currency creditfacility in the Asia-Pacific region. For additional information, see “Loss on Debt Extinguishment” in Note 9 of Notes to Consolidated Financial Statements inItem 8 of this Annual Report on Form 10-K. 60Table of ContentsIncome Taxes. During the year ended December 31, 2013, we recorded $16.2 million of income tax expense. The income tax expense recorded duringthe year ended December 31, 2013 was primarily attributable to our foreign operations, as we incurred losses in our domestic operations during the period asa result of the $93.6 million of loss on debt extinguishment from the redemption of our $750.0 million 8.125% senior notes. During the year endedDecember 31, 2012, we recorded $58.6 million of income tax expense. The income tax expense recorded during the year ended December 31, 2012 wasprimarily a result of applying the effective statutory tax rates to our operating income adjusted for permanent tax adjustments for the period and theassessments of valuation allowances of $5.5 million against the net deferred tax assets with certain foreign operating entities. Our effective tax rates were14.4% and 31.0%, respectively, for the years ended December 31, 2013 and 2012. The decrease in our effective tax rates between 2013 and 2012 wasprimarily attributable to the effective tax rate benefits associated with losses incurred by our domestic operations and the new organizational structure inEMEA which became effective July 1, 2013. The cash taxes for 2013 were primarily for U.S. and foreign income taxes in certain European jurisdictions andfor 2012 were primarily for state and foreign income taxes.As of December 31, 2013, we had a net deferred tax asset of approximately $147.1 million for our U.S. operations, which included approximately$176.0 million of deferred tax liabilities associated with the depreciation and amortization recapture.Net Income from Discontinued Operations. During the year ended December 31, 2013, we did not have any discontinued operations. For the yearended December 31, 2012, our net income from discontinued operations was $13.1 million, consisting of $11.9 million from the gain on sale of discontinuedoperations, net of income tax, and $1.2 million of net income from discontinued operations. For additional information, see “Discontinued Operations” inNote 4 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.Adjusted EBITDA. Our adjusted EBITDA for the years ended December 31, 2013 and 2012 was split among the following geographic regions (dollarsin thousands): Years ended December 31, % change 2013 % 2012 % Actual Constantcurrency Americas $608,718 61% $557,800 63% 9% 10% EMEA 216,186 22% 183,612 21% 18% 13% Asia-Pacific 175,994 17% 146,445 16% 20% 26% Total $1,000,898 100% $887,857 100% 13% 13% Americas Adjusted EBITDA. The increase in our Americas adjusted EBITDA was due to higher revenues as result of our IBX data center expansionactivity and organic growth as described above. During the year ended December 31, 2013, currency fluctuations resulted in approximately $3.5 million ofunfavorable foreign currency impact on our Americas adjusted EBITDA primarily due to the generally stronger U.S. dollar relative to the Brazilian reais andCanadian dollar during the year ended December 31, 2013 compared to the year ended December 31, 2012.EMEA Adjusted EBITDA. The increase in our EMEA adjusted EBITDA was primarily due to (i) additional adjusted EBITDA from the impact ofacquisitions, which generated $15.2 million of incremental adjusted EBITDA and (ii) our IBX data center expansion activity and organic growth, partiallyoffset by higher adjusted operating expenses as a percentage of revenues primarily attributable to higher compensation expense and higher professional feesto support our growth. During the year ended December 31, 2013, currency fluctuations resulted in approximately $8.0 million of net favorable foreigncurrency impact on our EMEA adjusted EBITDA primarily due to the generally weaker U.S. dollar relative to the Euro and Swiss franc during the year endedDecember 31, 2013 compared to the year ended December 31, 2012. 61Table of ContentsAsia-Pacific Adjusted EBITDA. The increase in our Asia-Pacific adjusted EBITDA was primarily due to (i) additional adjusted EBITDA from the impactof the Asia Tone acquisition, which generated $14.3 million of incremental adjusted EBITDA and (ii) higher revenues as a result of our IBX data centerexpansion activity and organic growth. During the year ended December 31, 2013, currency fluctuations resulted in approximately $7.8 million of netunfavorable foreign currency impact on our Asia-Pacific adjusted EBITDA primarily due to the generally stronger U.S. dollar relative to the Australian dollar,Japanese yen and Singapore dollar during the year ended December 31, 2013 compared to the year ended December 31, 2012.Non-GAAP Financial MeasuresWe provide all information required in accordance with generally accepted accounting principles in the United States of America (“GAAP”), but webelieve that evaluating our ongoing operating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we use non-GAAPfinancial measures to evaluate our operations. Legislative and regulatory requirements encourage the use of and emphasis on GAAP financial metrics andrequire companies to explain why non-GAAP financial metrics are relevant to management and investors.Adjusted EBITDAWe use adjusted EBITDA to evaluate our continuing operations and as a metric in the determination of employees’ annual bonuses and vesting ofrestricted stock units that have both a service and performance condition. In presenting adjusted EBITDA, we exclude certain items that we believe are notgood indicators of our current or future operating performance. These items are depreciation, amortization, accretion of asset retirement obligations andaccrued restructuring charges, stock-based compensation, restructuring charges, impairment charges and acquisition costs. Legislative and regulatoryrequirements encourage the use of and emphasis on GAAP financial metrics and require companies to explain why non-GAAP financial metrics are relevantto management and investors. We exclude these items in order for our lenders, investors, and industry analysts, who review and report on us, to betterevaluate our operating performance and cash spending levels relative to our industry sector and competitors.For example, we exclude depreciation expense as these charges primarily relate to the initial construction costs of our IBX data centers and do notreflect our current or future cash spending levels to support our business. Our IBX data centers are long-lived assets and have an economic life greater than 10years. The construction costs of our IBX data centers do not recur and future capital expenditures remain minor relative to our initial investment. This is atrend we expect to continue. In addition, depreciation is also based on the estimated useful lives of our IBX data centers. These estimates could vary fromactual performance of the asset, are based on historical costs incurred to build out our IBX data centers, and are not indicative of current or expected futurecapital expenditures. Therefore, we exclude depreciation from our operating results when evaluating our continuing operations.In addition, in presenting the non-GAAP financial measures, we exclude amortization expense related to certain intangible assets, as it represents a costthat may not recur and is not a good indicator of our current or future operating performance. We exclude accretion expense, both as it relates to assetretirement obligations as well as accrued restructuring charge liabilities, as these expenses represent costs which we believe are not meaningful in evaluatingour current operations. We exclude stock-based compensation expense as it primarily represents expense attributed to equity awards that have no current orfuture cash obligations. As such, we, and many investors and analysts, exclude this stock-based compensation expense when assessing the cash generatingperformance of our continuing operations. We also exclude restructuring charges from our non-GAAP financial measures. The restructuring charges relate toour decisions to exit leases for excess space adjacent to several of our IBX data centers, which we did not intend to build out, or our decision to reverse suchrestructuring charges. We also exclude impairment charges related to certain long-lived assets. The impairment charges are related to expense recognizedwhenever events or changes in circumstances indicate that the carrying amount of long-lived 62Table of Contentsassets are not recoverable. Finally, we exclude acquisition costs from our non-GAAP financial measures. The acquisition costs relate to costs we incur inconnection with business combinations. Management believes such items as restructuring charges, impairment charges and acquisition costs are non-coretransactions; however, these types of costs will or may occur in future periods.Our management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as asubstitute for, financial information prepared in accordance with GAAP. However, we have presented such non-GAAP financial measures to provide investorswith an additional tool to evaluate our operating results in a manner that focuses on what management believes to be our core, ongoing business operations.We believe that the inclusion of this non-GAAP financial measure provides consistency and comparability with past reports and provides a betterunderstanding of the overall performance of the business and its ability to perform in subsequent periods. We believe that if we did not provide such non-GAAP financial information, investors would not have all the necessary data to analyze Equinix effectively.Investors should note, however, that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not becalculated in the same manner, as those of other companies. In addition, whenever we use non-GAAP financial measures, we provide a reconciliation of thenon-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measuresand the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure.We define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense,restructuring charges, impairment charges and acquisition costs as presented below (in thousands): Years ended December 31, 2014 2013 2012 Income from operations $509,266 $460,932 $392,896 Depreciation, amortization, and accretion expense 484,129 431,008 393,543 Stock-based compensation expense 117,990 102,940 82,735 Restructuring charges — (4,837) — Impairment charges — — 9,861 Acquisition costs 2,506 10,855 8,822 Adjusted EBITDA $1,113,891 $1,000,898 $887,857 Our adjusted EBITDA results have improved each year and in each region in total dollars due to the improved operating results discussed earlier in“Results of Operations”, as well as the nature of our business model consisting of a recurring revenue stream and a cost structure which has a large base that isfixed in nature also discussed earlier in “Overview”. Although we have also been investing in our future growth as described above (e.g. through additionalIBX data center expansions, acquisitions and increased investments in sales and marketing), we believe that our adjusted EBITDA results will continue toimprove in future periods as we continue to grow our business.Constant Currency PresentationOur revenues and certain operating expenses (cost of revenues, sales and marketing and general and administrative expenses) from our internationaloperations have represented and will continue to represent a significant portion of our total revenues and certain operating expenses. As a result, our revenuesand certain operating expenses have been and will continue to be affected by changes in the U.S. dollar against major international currencies such as theBrazilian reais, British pound, Canadian dollar, Euro, Swiss franc, Australian dollar, Chinese Yuan, Hong Kong dollar, Japanese yen and Singapore dollar. Inorder to provide a framework for assessing how each of our business segments performed excluding the impact of foreign currency fluctuations, 63Table of Contentswe present period-over-period percentage changes in our revenues and certain operating expenses on a constant currency basis in addition to the historicalamounts as reported. Presenting constant currency results of operations is a non-GAAP financial measure and is not meant to be considered in isolation or asan alternative to GAAP results of operations. However, we have presented this non-GAAP financial measure to provide investors with an additional tool toevaluate our operating results. To present this information, our current and comparative prior period revenues and certain operating expenses from entitiesreporting in currencies other than the U.S. dollar are converted into U.S. dollars at constant exchange rates rather than the actual exchange rates in effectduring the respective periods (i.e. average rates in effect for the year ended December 31, 2013 are used as exchange rates for the year ended December 31,2014 when comparing the year ended December 31, 2014 with the year ended December 31, 2013, and average rates in effect for the year endedDecember 31, 2012 are used as exchange rates for the year ended December 31, 2013 when comparing the year ended December 31, 2013 with the year endedDecember 31, 2012).Liquidity and Capital ResourcesAs of December 31, 2014, our total indebtedness was comprised of (i) convertible debt principal totaling $157.9 million from our 4.75% convertiblesubordinated notes and (ii) non-convertible debt and financing obligations totaling approximately $4.5 billion consisting of (a) approximately $2.8 billionof principal from our senior notes, (b) approximately $1.2 billion from our capital lease and other financing obligations, and (c) $595.8 million of principalfrom our mortgage and loans payable.We believe we have sufficient cash, coupled with anticipated cash generated from operating activities, to meet our operating requirements, includingrepayment of the current portion of our debt as it becomes due, payment of tax liabilities related to our conversion to a REIT (see below), payment of the cashportion of the special distributions, payment of regular dividends and completion of our publicly-announced expansion projects. As of December 31, 2014,we had $1.1 billion of cash, cash equivalents and short-term and long-term investments, of which approximately $964.8 million was held in the U.S. Webelieve that our current expansion activities in the U.S. can be funded with our U.S.-based cash and cash equivalents and investments. Besides our investmentportfolio, we have additional liquidity available to us from the $1.0 billion revolving credit facility that forms part of our $1.5 billion senior credit facility.As of December 31, 2014, we had 26 irrevocable letters of credit totaling $43.3 million issued and outstanding under the revolving credit facility; as a result,we had a total of approximately $956.7 million of additional liquidity available to us under the revolving credit facility. Besides any further financingactivities we may pursue, customer collections are our primary source of cash. While we believe we have a strong customer base, and have continued toexperience relatively strong collections, if the current market conditions were to deteriorate, some of our customers may have difficulty paying us and wemay experience increased churn in our customer base, including reductions in their commitments to us, all of which could have a material adverse effect onour liquidity. Additionally, we may pursue additional expansion opportunities, primarily the build out of new IBX data centers, in certain of our existingmarkets which are at or near capacity within the next year, as well as potential acquisitions. We are also now operating as a REIT (see below). While weexpect to fund these plans with our existing resources, additional financing, either debt or equity, may be required if current market conditions were todeteriorate, we may be unable to secure additional financing or any such additional financing may only be available to us on unfavorable terms. An inabilityto pursue additional expansion opportunities will have a material adverse effect on our ability to maintain our desired level of revenue growth in futureperiods.Impact of REIT ConversionWe have incurred $81.4 million in costs to support our conversion to a REIT, including $49.7 million in 2014. We estimate that we will incur $2.0million of one-time implementation costs to support the REIT conversion in 2015. In addition, we expect to incur approximately a total of $360.0 to $370.0million in tax liabilities associated with a change in our methods of depreciating and amortizing various data center assets for tax purposes from our priormethods to methods that are more consistent with the characterization of such assets as real property for REIT purposes. The recapture expenses are generallypayable over a four-year period starting 64Table of Contentsin 2012 and, as of December 31, 2014, we have settled $281.0 million of the estimated federal and state tax liability related to the recapture of depreciationand amortization expenses. Prior to our decision to convert to a REIT, our balance sheet reflected our income tax liability as a non-current deferred taxliability. As a result of the REIT conversion, our non-current tax liability has been and will continue to be gradually and proportionally reclassified from non-current to current over the four-year period, which started in the third quarter of 2012. The current liability reflects the tax liability that relates to additionaltaxable income expected to be recognized within the twelve-month period from the date of the balance sheet. As a REIT, we also expect to incurapproximately $10.0 million annually in compliance costs beginning in 2015.On October 16, 2014, we announced the declaration by our Board of Directors of the 2014 Special Distribution, payable in either common stock orcash to, and at the election of, our stockholders of record as of the Record Date. Common stockholders elected to receive payment of the 2014 SpecialDistribution in the form of stock or cash, with the total cash payment to all stockholders limited to no more than 20% of the total distribution. The value ofthe 2014 Special Distribution, plus the value of the deemed distribution associated with the 2014 Conversion Rate Adjustment, exceeded our Pre-2015Accumulated E&P.In addition, we intend to declare one or more 2015 Special Distributions, which would encompass some extraordinary items of taxable income that weexpect to recognize in 2015, such as depreciation recapture in respect of accounting method changes commenced in our pre-REIT period as well as foreignearnings and profits recognized as dividend income. We estimate the aggregate amount of our Special Distributions in both 2014 and 2015, together with theexpected value of the deemed distributions associated with the Conversion Rate Adjustments, will equal approximately $1.0 to $1.1 billion. We expect topay the 2015 Special Distributions in a combination of our common stock and cash, with at least 80% of the total 2015 Special Distributions in the form ofcommon stock and up to 20% in cash. The conversion of our existing data center operations into the REIT and the addition of new entities into the REIT mayalso result in future special distributions.We also expect to begin paying quarterly dividends in 2015 in connection with our conversion to a REIT effective January 1, 2015. On February 19,2015, we announced a quarterly cash dividend of $1.69 per share payable on March 25, 2015, to shareholders of record on March 11, 2015.Sources and Uses of Cash Years ended December 31, 2014 2013 2012 (dollars in thousands) Net cash provided by operating activities $689,420 $604,608 $632,026 Net cash used in investing activities (435,839) (1,169,313) (442,873) Net cash provided by (used in) financing activities 107,401 574,907 (222,721) Operating ActivitiesThe increase in net cash provided by operating activities during 2014 compared to 2013 was primarily due to improved operating results, offset byunfavorable working capital activities such as decreased collections of customer receivables and a $51.4 million increase in interest payments. The decreasein net cash provided by operating activities during 2013 compared to 2012 was primarily attributed to unfavorable working capital activities, such as $87.0million and $25.3 million, respectively, of higher payments of income taxes and interest in 2013, partially offset by improved operating results. During 2014,we experienced an increase in days sales outstanding (“DSO”). We have recently centralized responsibilities for billing and collection in the EMEA region.This transition of responsibilities resulted in an increase to our DSO. We are also implementing a new billing system. The initial implementation of thissystem was completed in August 2014 with additional changes deployed into production during the fourth quarter of 2014, but the full implementation ofthe system is not expected to be complete until 2015. The ongoing changes to the billing system may result in further delays in our billing and collections.We expect our collections to improve over time. Further, we expect we will continue to generate cash from our operating activities during 2015. 65Table of ContentsInvesting ActivitiesThe decrease in net cash used in investing activities during 2014 compared to 2013 was primarily due to $423.0 million of lower purchases ofinvestments, $295.7 million of higher sales and maturities of investments $57.5 million of lower real estate purchases and $49.3 million of lower businessacquisition spending, partially offset by $87.8 million of higher capital expenditures as a result of more IBX expansion activity. The increase in net cash usedin investing activities during 2013 compared to 2012 was primarily due to $526.1 million of higher purchases of investments, $452.3 million of lower salesand maturities of investments and $49.7 million of higher real estate purchases, partially offset by $260.2 million of lower business acquisition spending and$192.1 million of lower capital expenditures as a result of less expansion activity. During 2015, we expect that our IBX expansion construction activity willbe greater than our 2014 levels. However, if the opportunity to expand is greater than planned and we have sufficient funding to pursue such expansionopportunities, we may further increase the level of capital expenditures to support this growth as well as pursue additional business acquisitions, propertyacquisitions or joint ventures.Financing ActivitiesThe net cash provided by financing activities for 2014 was primarily due to $1.25 billion of proceeds from the senior notes offering in November 2014,$500.0 million of proceeds from the term loan facility, partially offset by (i) $1.1 billion for repayment of debt including $750.0 million for the redemption ofthe 7.00% senior notes, prepayment of the remaining principal balance of the U.S. term loan of $110.0 million, $43.5 million for repayments of mortgage andother loan payable, and $29.5 million for the exchanges of the 3.00% convertible subordinated notes and 4.75% convertible subordinated notes, (ii) $298.0million for the purchases of treasury stock, (iii) $226.3 million for the purchase of Riverwood’s interest in ALOG and the approximate 10% of ALOG ownedby ALOG management and (iv) $83.3 million for the cash portion of the special distribution. The net cash provided by financing activities for 2013 wasprimarily due to $1.5 billion of proceeds from the senior notes offering in March 2013, partially offset by $834.7 million for the redemption of the $750.0million 8.125% senior notes, repayments of various debt and purchases of treasury stock. The net cash used in financing activities for 2012 was primarily dueto the repayment of our multi-currency credit facility in the Asia-Pacific region and the settlement of the $250.0 million 2.50% convertible subordinatednotes, partially offset by proceeds from the U.S. financing and the ALOG financings. Going forward, we expect that our financing activities will consistprimarily of repayment of our debt and additional financings needed to support expansion opportunities, additional acquisitions or joint ventures, thepayment of our regular cash dividends and the cash portion of our 2015 Special Distributions.Debt ObligationsDebt FacilitiesWe have various debt obligations with maturity dates ranging from 2016 to 2025 under which a total principal balance of $3.5 billion as ofDecember 31, 2014. For further information on debt obligations, see “Debt Facilities” in Note 9 of Notes to Consolidated Financial Statements in Item 8 ofthis Annual Report on Form 10-K.Capital Lease and Other Financing ObligationsWe have numerous capital lease and other financing obligations with maturity dates ranging from 2015 to 2053 under which a total principal balanceof $1.2 billion as of December 31, 2014 with a weighted average effective interest rate of 8.43%. For further information on our capital leases and otherfinancing obligations, see “Capital Leases and Other Financing Obligations” in Note 8 of Notes to Consolidated Financial Statements in Item 8 of thisAnnual Report on Form 10-K. 66Table of ContentsContractual Obligations and Off-Balance-Sheet ArrangementsWe lease a majority of our IBX data centers and certain equipment under non-cancelable lease agreements expiring through 2053. The followingrepresents our debt maturities, financings, leases and other contractual commitments as of December 31, 2014 (in thousands): 2015 2016 2017 2018 2019 Thereafter Total Convertible debt (1) $— $157,885 $— $— $— $— $157,885 Senior notes (2) — — — — — 2,750,000 2,750,000 Term loan (2) 40,000 40,000 40,000 40,000 340,000 — 500,000 ALOG financings (2) 13,975 17,199 11,828 6,449 — — 49,451 ALOG loans payable (2) 2,616 2,820 912 912 152 — 7,412 Mortgage payable (2) 1,119 1,168 1,218 1,271 1,326 31,030 37,132 Other loans payable (2) 1,757 — — — — — 1,757 Interest (3) 143,798 163,796 157,354 155,464 154,168 464,191 1,238,771 Capital lease and other financing obligations (4) 113,600 121,710 125,633 129,016 128,736 1,375,393 1,994,088 Operating leases (5) 93,376 93,292 88,575 83,399 77,694 557,004 993,340 Other contractual commitments (6) 248,632 71,060 60,174 2,245 1,349 12,707 396,167 Asset retirement obligations (7) 1,521 526 8,693 3,233 11,076 39,809 64,858 ALOG acquisition contingent considerations (8) 2,242 3,974 — — — — 6,216 $662,636 $673,430 $494,387 $421,989 $714,501 $5,230,134 $8,197,077 (1)Represents principal only. As of December 31, 2014, had the holders of the 4.75% convertible subordinated notes due 2016 converted their notes, the4.75% convertible subordinated notes would have been convertible into approximately 1.9 million shares of our common stock, which would have atotal value of $439.4 million based on the closing price of our common stock on December 31, 2014.(2)Represents principal only.(3)Represents interest on ALOG financings, convertible debt, mortgage payable, senior notes and term loan facility based on their approximate interestrates as of December 31, 2014.(4)Represents principal and interest.(5)Represents minimum operating lease payments, excluding potential lease renewals.(6)Represents unaccrued contractual commitments. Other contractual commitments are described below.(7)Represents liability, net of future accretion expense.(8)Represents ALOG acquisition contingent consideration, subject to reduction for any post-closing balance sheet adjustments and any claims forindemnification. As of December 31, 2014, we accrued approximately $1,392 of ALOG acquisition contingent consideration.In connection with certain of our leases and other contracts requiring deposits, we entered into 26 irrevocable letters of credit totaling $43.3 millionunder the revolving credit facility. These letters of credit were provided in lieu of cash deposits under the revolving credit facility. If the landlords for theseIBX leases decide to draw down on these letters of credit triggered by an event of default under the lease, we will be required to fund these letters of crediteither through cash collateral or borrowing under the revolving credit facility. These contingent commitments are not reflected in the table above.We had accrued liabilities related to uncertain tax positions totaling approximately $25.2 million as of December 31, 2014. These liabilities, which arereflected on our balance sheet, are not reflected in the table above since it is unclear when these liabilities will be paid.Primarily as a result of our various IBX data center expansion projects, as of December 31, 2014, we were contractually committed for $98.1 million ofunaccrued capital expenditures, primarily for IBX equipment not 67Table of Contentsyet delivered and labor not yet provided in connection with the work necessary to complete construction and open these IBX data centers prior to makingthem available to customers for installation. This amount, which is expected to be paid during 2015 and thereafter, is reflected in the table above as “othercontractual commitments.”We had other non-capital purchase commitments in place as of December 31, 2014, such as commitments to purchase power in select locations andother open purchase orders, which contractually bind us for goods or services to be delivered or provided during 2015 and beyond. Such other purchasecommitments as of December 31, 2014, which total $298.1 million, are also reflected in the table above as “other contractual commitments.”In addition, although we are not contractually obligated to do so, we expect to incur additional capital expenditures of approximately $50 million to$80 million, in addition to the $98.1 million in contractual commitments discussed above as of December 31, 2014, in our various IBX data center expansionprojects during 2015 and thereafter in order to complete the work needed to open these IBX data centers. These non-contractual capital expenditures are notreflected in the table above. If we so choose, whether due to economic factors or other considerations, we could delay these non-contractual capitalexpenditure commitments to preserve liquidity.Other Off-Balance-Sheet ArrangementsWe have various guarantor arrangements with both our directors and officers and third parties, including customers, vendors and business partners. Asof December 31, 2014, there were no significant liabilities recorded for these arrangements. For additional information, see “Guarantor Arrangements” in Note14 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.Critical Accounting Policies and EstimatesOur consolidated financial statements are prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparationof our financial statements requires management to make estimates and assumptions about future events that affect the reported amounts of assets andliabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expensesduring the reporting period. On an ongoing basis, management evaluates the accounting policies, assumptions, estimates and judgments to ensure that ourconsolidated financial statements are presented fairly and in accordance with GAAP. Management bases its assumptions, estimates and judgments onhistorical experience, current trends and various other factors that are believed to be reasonable under the circumstances, the results of which form the basisfor making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. However, because future events andtheir effects cannot be determined with certainty, actual results may differ from these assumptions and estimates, and such differences could be material.Our significant accounting policies are discussed in Note 1 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. Management believes that the following critical accounting policies and estimates, among others, are the most critical to aid in fully understanding andevaluating our consolidated financial statements, and they require significant judgments, resulting from the need to make estimates about the effect ofmatters that are inherently uncertain: • Accounting for income taxes; • Accounting for business combinations; • Accounting for impairment of goodwill; and • Accounting for property, plant and equipment. 68Table of ContentsDescription Judgments and Uncertainties Effect if Actual Results Differ FromAssumptionsAccounting for Income Taxes. Deferred tax assets and liabilities are recognizedbased on the future tax consequences attributableto temporary differences that exist between thefinancial statement carrying value of assets andliabilities and their respective tax bases, andoperating loss and tax credit carryforwards on ataxing jurisdiction basis. We measure deferred taxassets and liabilities using enacted tax rates thatwill apply in the years in which we expect thetemporary differences to be recovered or paid. The accounting standard for income taxes requiresa reduction of the carrying amounts of deferred taxassets by recording a valuation allowance if, basedon the available evidence, it is more likely than not(defined by the accounting standard as a likelihoodof more than 50%) such assets will not be realized. A tax benefit from an uncertain income tax positionmay be recognized in the financial statements onlyif it is more likely than not that the position issustainable, based solely on its technical merits andconsideration of the relevant taxing authority’swidely understood administrative practices andprecedents. The valuation of deferred tax assets requiresjudgment in assessing the likely future taxconsequences of events that have been recognizedin our financial statements or tax returns. Ouraccounting for deferred tax consequencesrepresents our best estimate of those future events. In assessing the need for a valuation allowance, weconsider both positive and negative evidencerelated to the likelihood of realization of thedeferred tax assets. If, based on the weight ofavailable evidence, it is more likely than not thedeferred tax assets will not be realized, we record avaluation allowance. The weight given to thepositive and negative evidence is commensuratewith the extent to which the evidence may beobjectively verified. This assessment, which is completed on a taxingjurisdiction basis, takes into account a number oftypes of evidence, including the following: 1) thenature, frequency and severity of current andcumulative financial reporting losses, 2) sources offuture taxable income and 3) tax planningstrategies. In assessing the tax benefit from an uncertainincome tax position, the tax position that meets themore-likely-than-not recognition threshold isinitially and subsequently measured as the largestamount of tax benefit that is greater than 50%likely of being realized upon ultimate settlementwith a taxing authority that has full knowledge ofall relevant information. As of December 31, 2014 and 2013, werecorded a total of net deferred tax liabilities of$100.8 million and net deferred tax assets of$95.6 million, respectively. As of December31, 2014 and 2013, we had a total valuationallowance of $27.2 million and $31.1 million,respectively. During the year ended December31, 2014, we decided to provide a partialrelease of valuation allowance against the netdeferred tax assets associated with certainforeign operating entities, which resulted in aninsignificant income tax benefit in our resultsof operations. During the year ended December31, 2013, we decided to provide a fullvaluation allowance against the net deferredtax assets associated with certain foreignoperating entities which resulted in aninsignificant income tax expense in our resultsof operations. Our decisions to release our valuationallowances were based on our belief that theoperations of these jurisdictions had achieveda sufficient level of profitability and willsustain a sufficient level of profitability in thefuture to support the release of these valuationallowances based on relevant facts andcircumstances. However, if our assumptions onthe future performance of these jurisdictionsprove not to be correct and these jurisdictionsare not able to sustain a sufficient level ofprofitability to support the associated deferredtax assets on our consolidated balance sheet,we will have to impair our deferred tax assetsthrough an additional valuation allowance,which would impact our financial position andresults of operations in the period such adetermination is made. Our remaining valuation allowance as ofDecember 31, 2014 was $27.2 million andprimarily relates to certain of our subsidiariesoutside of the U.S. If and when we release ourremaining valuation allowances, it will have afavorable impact to our financial position andresults of operations in the periods suchdeterminations are made. We will continue toassess the need for our valuation allowances,by country or location, in the future. 69Table of ContentsDescription Judgments and Uncertainties Effect if Actual Results Differ FromAssumptions As of December 31, 2014 and 2013, we hadunrecognized tax benefits of $36.1 million and$36.6 million, respectively, exclusive ofinterest and penalties. During the year endedDecember 31, 2014, the unrecognized taxbenefits decreased by an insignificant amountprimarily due to the settlement of a tax auditand the lapse of statute of limitations in ourforeign operations. During the year endedDecember 31, 2013, the unrecognized taxbenefits increased by $11.6 million primarilydue to losses of certain foreign operatingentities, which more likely than not, will notbenefit the operating entities. Theunrecognized tax benefits of $36.1 million asof December 31, 2014, if subsequentlyrecognized, will affect our effective tax ratefavorably at the time when such benefits arerecognized.Accounting for Business Combinations In accordance with the accounting standard forbusiness combinations, we allocate the purchaseprice of an acquired business to its identifiableassets and liabilities based on estimated fair values.The excess of the purchase price over the fair valueof the assets acquired and liabilities assumed, ifany, is recorded as goodwill. We use all available information to estimate fairvalues. We typically engage outside appraisal firmsto assist in the fair value determination ofidentifiable intangible assets such as customercontracts, leases and any other significant assets orliabilities and contingent consideration. We adjustthe preliminary purchase price allocation, asnecessary, up to one year after the acquisitionclosing date if we obtain more informationregarding asset valuations and liabilities assumed. Our purchase price allocation methodologycontains uncertainties because it requiresassumptions and management’s judgment toestimate the fair value of assets acquired andliabilities assumed at the acquisition date.Management estimates the fair value of assets andliabilities based upon quoted market prices, thecarrying value of the acquired assets and widelyaccepted valuation techniques, includingdiscounted cash flows and market multipleanalyses. Our estimates are inherently uncertain andsubject to refinement. Unanticipated events orcircumstances may occur which could affect theaccuracy of our fair value estimates, includingassumptions regarding industry economic factorsand business strategies. During the last three years, we have completedseveral business combinations, including theFrankfurt Kleyer 90 Carrier Hotel acquisitionin October 2013, the Dubai IBX data centeracquisition in November 2012, and the AsiaTone and ancotel acquisitions in July 2012.The purchase price allocation for the AsiaTone and ancotel acquisitions was completedin the third quarter of 2012. The purchase priceallocation for the Dubai IBX data center andFrankfurt Kleyer 90 Carrier Hotel acquisitionswas completed in the fourth quarters of 2012and 2013, respectively. We do not believe there is a reasonablelikelihood that there will be a material changein the estimates or assumptions we used tocomplete the purchase price allocations andthe fair value of assets acquired and liabilitiesassumed. However, if actual results are notconsistent with our estimates or assumptions,we may be exposed to losses or gains thatcould be material, which would be recorded inour statements of operations in 2015 orbeyond. 70Table of ContentsDescription Judgments and Uncertainties Effect if Actual Results Differ FromAssumptionsAccounting for Impairment of Goodwill In accordance with the accounting standard forgoodwill and other intangible assets, we performgoodwill impairment reviews annually, orwhenever events or changes in circumstancesindicate that the carrying value of an asset may notbe recoverable. During the year ended December 31, 2014, wechanged our annual goodwill impairment testingdate from November 30th to October 31st of eachyear, commencing on October 31, 2014. During the year ended December 31, 2014, wecompleted annual goodwill impairment reviews ofthe Americas reporting unit, the EMEA reportingunit and the Asia-Pacific reporting unit andconcluded that there was no impairment as the fairvalue of these reporting units exceeded theircarrying value. When we elect to assess qualitative factorsdetermine whether it is more likely than not that thefair value of a reporting unit is less than its carryingvalue requires assumptions and estimates beforeperforming the two-step goodwill impairment test,the assessment requires assumptions and estimatesderived from a review of our actual and forecastedoperating results, approved business plans, futureeconomic conditions and other market data. When we elect to perform the first step of the two-step goodwill impairment test, we use both theincome and market approach. Under the incomeapproach, we develop a five-year cash flow forecastand use our weighted-average cost of capitalapplicable to our reporting units as discount rates.This requires assumptions and estimates derivedfrom a review of our actual and forecasted operatingresults, approved business plans, future economicconditions and other market data. The marketapproach requires judgment in determining theappropriate market comparables. These assumptions require significant managementjudgment and are inherently subject touncertainties. As of December 31, 2014, goodwillattributable to the Americas reporting unit, theEMEA reporting unit and the Asia-Pacificreporting unit was $463.9 million, $404.1million and $134.1 million, respectively. Future events, changing market conditions andany changes in key assumptions may result inan impairment charge. While we have notrecorded an impairment charge against ourgoodwill to date, the development of adversebusiness conditions in our Americas, EMEA orAsia-Pacific reporting units, such as higherthan anticipated customer churnor significantly increased operating costs, orsignificant deterioration of our marketcomparables that we use in the marketapproach, could result in an impairment chargein future periods. Any potential impairment charge against ourgoodwill would not exceed the amountsrecorded on our consolidated balance sheets.Accounting for Property, Plant and Equipment We have a substantial amount of property, plantand equipment recorded on our consolidatedbalance sheet. The vast majority of our property,plant and equipment represent the costs incurred tobuild out or acquire our IBX data centers. Our IBXdata centers are long-lived assets. The majority ofour IBX data centers are in properties that areleased. We depreciate our property, plant andequipment using the straight-line method over theestimated useful lives of the respective assets(subject to the term of the lease in the case of leasedassets or leasehold improvements). Accounting for property, plant and equipmentincludes determining the appropriate period inwhich to While there are numerous judgments anduncertainties involved in accounting for property,plant and equipment that are significant, arriving atthe estimated useful life of an asset requires themost critical judgment for us and changes to theseestimates would have the most significant impacton our financial position and results of operations.When we lease a property for our IBX data centers,we generally enter into long-term arrangementswith initial lease terms of at least 8-10 years andwith renewal options generally available to us.During the next several years, a number of leases forour IBX data centers will come up for renewal. Aswe start approaching the end of these initial leaseterms, we will need to reassess the estimated usefullives of our property, plant and equipment. Inaddition, we During the quarter ended December 31, 2014,we revised the estimated useful lives of certainof our property, plant and equipment. As aresult, we recorded an insignificant amount ofhigher depreciation expense for the quarterended December 31, 2014 due to the reductionof the estimated useful lives of certain of ourproperty, plant and equipment. We undertookthis review due to our determination that wewere generally using certain of our existingassets over a shorter period than originallyanticipated and, therefore, the estimated usefullives of certain of our property, plant andequipment has been shortened. This changewas accounted for as a change in accountingestimate on a prospective basis effectiveOctober 1, 2014 under the accounting standardfor change in accounting 71Table of ContentsDescription Judgments and Uncertainties Effect if Actual Results Differ FromAssumptionsdepreciate such assets, making assessments forleased properties to determine whether they arecapital or operating leases, assessing such assets forpotential impairment, capitalizing interest duringperiods of construction and assessing the assetretirement obligations required for certain leasedproperties that require us to return the leasedproperties back to their original condition at thetime we decide to exit a leased property. may find that our estimates for the useful lives ofnon-leased assets may also need to be revisedperiodically. We periodically review the estimateduseful lives of certain of our property, plant andequipment and changes in these estimates in thefuture are possible. Another area of judgment for us in connection withour property, plant and equipment is related tolease accounting. Most of our IBX data centers areleased. Each time we enter into a new lease or leaseamendment for one of our IBX data centers, weanalyze each lease or lease amendment for theproper accounting. This requires certain judgmentson our part such as establishing the lease term toinclude in a lease test, establishing the remainingestimated useful life of the underlying property orequipment and estimating the fair value of theunderlying property or equipment and establishingthe incremental borrowing rate to calculate thepresent value of the minimum lease payment for thelease test. All of these judgments are inherentlyuncertain. Different assumptions or estimates couldresult in a different accounting treatment for a lease. The assessment of long-lived assets for impairmentrequires assumptions and estimates of undiscountedand discounted future cash flows. Theseassumptions and estimates require significantjudgment and are inherently uncertain. estimates. We did not revise the estimateduseful lives of our property, plant andequipment during the year endedDecember 31, 2013. During the quarter ended December 31, 2012,we revised the estimated useful lives of certainof our property, plant and equipment. As aresult, we recorded approximately $5.0 millionof lower depreciation expense for the quarterended December 31, 2012 due to extendingthe estimated useful lives of certain of ourproperty, plant and equipment. We undertookthis review due to our determination that wewere generally using certain of our existingassets longer than originally anticipated and,therefore, the estimated useful lives of certainof our property, plant and equipment has beenlengthened. This change was accounted for asa change in accounting estimate on aprospective basis effective October 1, 2012under the accounting standard for change inaccounting estimates. Additionally, during the year endedDecember 31, 2012, we recorded impairmentcharges totaling $9.9 million associated withcertain long-lived assets, of which $7.0 millionwas associated with property, plant andequipment. No impairment charges wererecorded during the years ended December 31,2014 and 2013. As of December 31, 2014, 2013 and 2012, wehad property, plant and equipment of $5.0billion, $4.6 billion, and $3.9 billion,respectively. During the years endedDecember 31, 2014, 2013 and 2012, werecorded depreciation expense of $453.9million, $405.5 million, and $367.0 million,respectively. Further changes in our estimateduseful lives of our property, plant andequipment could have a significant impact onour results of operations. As of December 31, 2014, 2013 and 2012, wehad property, plant and equipment undercapital leases and other financing obligationsof $1,139.4 million, $949.0 million and$555.7 million. During the years endedDecember 31, 2014, 2013 and 2012, werecorded depreciation expense of $43.2million, $32.5 million, and $18.8 72Table of ContentsDescription Judgments and Uncertainties Effect if Actual Results Differ FromAssumptions million respectively, related to property, plantand equipment under capital leases and otherfinancing obligations. During the year endedDecember 31, 2014, 2013, 2012, we recordedinterest expense of $86.4 million, $56.6million, $31.8 million, respectively related toproperty, plant, equipment, under capitalleases and other financing obligations. Additionally, during the years endedDecember 31, 2014, 2013 and 2012, werecorded rent expense of $105.4 million$112.7 million, and $113.3 million underoperating leases.Recent Accounting PronouncementsSee “Recent Accounting Pronouncements” in Note 1 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKMarket RiskThe following discussion about market risk involves forward-looking statements. Actual results could differ materially from those projected in theforward-looking statements. We may be exposed to market risks related to changes in interest rates and foreign currency exchange rates and fluctuations inthe prices of certain commodities, primarily electricity.We employ foreign currency forward exchange contracts for the purpose of hedging certain specifically-identified exposures. The use of these financialinstruments is intended to mitigate some of the risks associated with fluctuations in currency exchange rates, but does not eliminate such risks. We do not usefinancial instruments for trading or speculative purposes.Investment Portfolio RiskWe maintain an investment portfolio of various holdings, types, and maturities that is prioritized on meeting REIT asset requirements. All of ourmarketable securities are designated as available-for-sale and, therefore, are recorded on our consolidated balance sheets at fair value with unrealized gains orlosses reported as a component of other comprehensive income, net of tax. We consider various factors in determining whether we should recognize animpairment charge for our securities, including the length of time and extent to which the fair value has been less than our cost basis and our intent andability to hold the investment for a period of time sufficient to allow for any anticipated recovery. We anticipate that we will recover the entire cost basis ofthese securities and have determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the yearended December 31, 2014.As of December 31, 2014, our investment portfolio of cash equivalents and marketable securities consisted of money market fund investments, U.S.government and agency obligations and certificates of deposits. Excluding the U.S. government holdings, which carry a lower risk and lower return incomparison to other securities in the portfolio, the remaining amount in our investment portfolio that could be susceptible to market risk totaled $403.4million. 73Table of ContentsInterest Rate RiskOur primary objective for holding fixed income securities is to achieve an appropriate investment return consistent with preserving principal andmanaging risk which meets asset measurement requirements for REIT qualification. At any time, a sharp rise in interest rates or credit spreads could have amaterial adverse impact on the fair value of our fixed income investment portfolio. Securities with longer maturities are subject to a greater interest rate riskthan those with shorter maturities. As of December 31, 2014, the average duration of our portfolio was less than one year. An immediate hypothetical shift inthe yield curves of plus or minus 50 basis points from their position as of December 31, 2014 could decrease or increase the fair value of our investmentportfolio by approximately $0.8 million to $1.8 million. This sensitivity analysis assumes a parallel shift of all interest rates, however, interest rates do notalways move in such a manner and actual results may differ materially. We monitor our interest rate and credit risk, including our credit exposures to specificrating categories and to individual issuers. There were no impairment charges on our cash equivalents and fixed income securities during the year endedDecember 31, 2014.An immediate 10% increase or decrease in current interest rates from their position as of December 31, 2014 would not have a material impact on ourdebt obligations due to the fixed nature of the majority of our debt obligations. However, the interest expense associated with our senior credit facility andALOG financings, which bear interest at variable rates could be affected. For every 100 basis point change in interest rates, our annual interest expense couldincrease or decrease by a total of approximately $5.5 million based on the total balance of our primary borrowings under the term loan facility and the ALOGfinancings as of December 31, 2014. As of December 31, 2014, we had not employed any interest rate derivative products to help manage our debtobligations. However, we may enter into interest rate hedging agreements in the future to mitigate our exposure to interest rate risk.The fair value of our long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair value of fixed interest rate debt will increase asinterest rates fall and decrease as interest rates rise. These interest rate changes may affect the fair value of the fixed interest rate debt but do not impact ourearnings or cash flows. The fair value of our convertible debt, which is traded in the market, is based on quoted market prices. The fair value of our loanspayable, which are not traded in the market, is estimated by considering our credit rating, current rates available to us for debt of the same remainingmaturities and the terms of the debt. The following table represents the carrying value and estimated fair value of our loans payable, senior notes andconvertible debt as of (in thousands): December 31, 2014 December 31, 2013 CarryingValue Fair Value CarryingValue Fair Value Mortgage and loans payable $594,152 $553,045 $253,208 $254,607 Convertible debt 145,853 162,159 724,202 1,009,744 Senior notes 2,750,000 2,790,023 2,250,000 2,302,290 Foreign Currency RiskA significant portion of our revenue is denominated in U.S. dollars, however, approximately 49% of our revenues and 49% of our operating costs areattributable to Brazil, Canada and the EMEA and Asia-Pacific regions and a large portion of those revenues and costs are denominated in a currency otherthan the U.S. dollar, primarily the Brazilian Reais, Canadian dollar, British pound, Euro, Swiss franc, United Arab Emirates dirham, Australian dollar, ChineseYuan, Hong Kong dollar, Japanese yen and Singapore dollar. As a result, our operating results and cash flows are impacted by currency fluctuations relativeto the U.S. dollar. To protect against certain reductions in value caused by changes in currency exchange rates, we have established a risk managementprogram to offset some of the risk of carrying assets and liabilities denominated in foreign currencies. As a result, we have entered into foreign currencyforward contracts to manage the risk associated with certain foreign currency-denominated assets and liabilities. We entered into foreign currency forwardcontracts to help manage our exposure to foreign currency exchange rate fluctuations for forecasted revenues and 74Table of Contentsexpenses in our EMEA region. Our risk management program reduces, but does not entirely eliminate, the impact of currency exchange rate movements andits impact on the consolidated statements of operations. As of December 31, 2014, the outstanding foreign currency forward contracts had maturities of lessthan two years.For the foreseeable future, we anticipate that approximately 50% of our revenues and operating costs will continue to be generated and incurredoutside of the U.S. in currencies other than the U.S. dollar. During fiscal 2014, the U.S. dollar was generally strong relative to certain of the currencies of theforeign countries in which we operate. This overall strength of the U.S. dollar had a negative impact on our consolidated results of operations because theforeign denominations translated into less U.S. dollars. In future periods, the volatility of the U.S. dollar as compared to the other currencies in which we dobusiness could have a significant impact on our consolidated financial position and results of operations including the amount of revenue that we report infuture periods.Excluding consideration from hedging contracts, an immediate 10% appreciation in current foreign exchange rates as of December 31, 2014 wouldhave resulted in an increase of $121.7 million and $25.5 million in revenue and net income before taxes. Excluding consideration from hedging contracts, animmediate 10% depreciation in current foreign exchange rates as of December 31, 2014 would have resulted in a decrease of $115.8 million and $16.0million in revenue and net income before taxes.We may enter into additional hedging activities in the future to mitigate our exposure to foreign currency risk as our exposure to foreign currency riskcontinues to increase due to our growing foreign operations; however, we do not currently intend to eliminate all foreign currency transaction exposure.Commodity Price RiskCertain operating costs incurred by us are subject to price fluctuations caused by the volatility of underlying commodity prices. The commodities mostlikely to have an impact on our results of operations in the event of price changes are electricity, supplies and equipment used in our IBX data centers. Weclosely monitor the cost of electricity at all of our locations. We have entered into several power contracts to purchase power at fixed prices during 2014 andbeyond in certain locations in the U.S., Australia, Brazil, France, Germany, Japan, the Netherlands, Singapore and the United Kingdom.In addition, as we are building new, or expanding existing, IBX data centers, we are subject to commodity price risk for building materials related tothe construction of these IBX data centers, such as steel and copper. In addition, the lead-time to procure certain pieces of equipment, such as generators, issubstantial. Any delays in procuring the necessary pieces of equipment for the construction of our IBX data centers could delay the anticipated openings ofthese new IBX data centers and, as a result, increase the cost of these projects.We do not currently employ forward contracts or other financial instruments to address commodity price risk other than the power contracts discussedabove. ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe financial statements and supplementary data required by this Item 8 are listed in Item 15(a)(1) and begin at page F-1 of this Annual Report on Form10-K. ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREThere is no disclosure to report pursuant to Item 9. 75Table of ContentsITEM 9A.CONTROLS AND PROCEDURESConclusion Regarding the Effectiveness of Disclosure Controls and ProceduresUnder the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, weconducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that ourdisclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2014.Management’s Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined inExchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conductedan evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal controlover financial reporting was effective as of December 31, 2014.The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopers LLP, anindependent registered public accounting firm, as stated in their report which is included herein on page F-1 of this Annual Report on Form 10-K.Limitations on the Effectiveness of ControlsOur management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internalcontrol over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect thatour disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter howwell conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of acontrol system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of theinherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, havebeen detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of asimple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or bymanagement override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of futureevents, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls maybecome inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherentlimitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. 76Table of ContentsChanges in Internal Control Over Financial ReportingDuring the second half of 2014, we concluded the implementation of the Oracle R12 ERP system and certain other systems to support our billing andrevenue process have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The implementation of theOracle R12 ERP system resulted primarily in changes to reports, interfaces and IT dependent controls. The implementation of the other systems resulted inchanges to the revenue process regarding sub-processes of billing and revenue recognition. Therefore, we have modified the design and documentation ofinternal control processes and procedures relating to the new systems to enhance existing internal controls. The system changes were undertaken as abusiness initiative to integrate systems between us and our subsidiaries and improve and enhance our internal control over financial reporting, and were notundertaken in response to any actual or perceived deficiencies in our internal control over financial reporting.The changes described above in our internal control over financial reporting have materially affected or are reasonably likely to materially affect ourinternal control over financial reporting during the fourth quarter of 2014. ITEM 9B.OTHER INFORMATIONThere is no disclosure to report pursuant to Item 9B. 77Table of ContentsPART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEInformation required by this item is incorporated by reference to the Equinix proxy statement for the 2015 Annual Meeting of Stockholders.We have adopted a Code of Ethics applicable for the Chief Executive Officer and Senior Financial Officers and a Code of Business Conduct. Thisinformation is incorporated by reference to the Equinix proxy statement for the 2015 Annual Meeting of Stockholders and is also available on our website,www.equinix.com. ITEM 11.EXECUTIVE COMPENSATIONInformation required by this item is incorporated by reference to the Equinix proxy statement for the 2015 Annual Meeting of Stockholders. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSInformation required by this item is incorporated by reference to the Equinix proxy statement for the 2015 Annual Meeting of Stockholders. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEInformation required by this item is incorporated by reference to the Equinix proxy statement for the 2015 Annual Meeting of Stockholders. ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESInformation required by this item is incorporated by reference to the Equinix proxy statement for the 2015 Annual Meeting of Stockholders. 78Table of ContentsPART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)(1) Financial Statements: Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Comprehensive Income (Loss) F-4 Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss) F-5 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements. F-8 (a)(2) All schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.(a)(3) Exhibits: Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/PeriodEnd Date Exhibit FiledHerewith 3.1 Amended and Restated Certificate of Incorporation of the Registrant, asamended to date. 10-K/A 12/31/02 3.1 3.2 Certificate of Amendment to the Amended and Restated Certificate ofIncorporation of the Registrant 8-K 6/14/11 3.1 3.3 Certificate of Amendment to the Amended and Restated Certificate ofIncorporation of the Registrant 8-K 6/11/13 3.1 3.4 Certificate of Amendment to the Amended and Restated Certificate ofIncorporation of the Registrant 10-Q 6/30/14 3.4 3.5 Certificate of Designation of Series A and Series A-1 Convertible PreferredStock. 10-K/A 12/31/02 3.3 3.6 Amended and Restated Bylaws of the Registrant. 8-K 12/23/14 3.1 4.1 Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6. 4.2 Indenture dated June 12, 2009 by and between Equinix, Inc. and U.S. BankNational Association, as trustee. 8-K 6/12/09 4.1 4.3 Form of 4.75% Convertible Subordinated Note Due 2016 (see Exhibit 4.2). 4.4 Indenture for the 2020 Notes dated March 5, 2013 by and between Equinix, Inc.and U.S. Bank National Association as trustee 8-K 3/5/13 4.1 4.5 Form of 4.875% Senior Note due 2020 (see Exhibit 4.4) 8-K 3/5/13 4.2 79Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/PeriodEnd Date Exhibit FiledHerewith 4.6 Indenture for the 2023 Notes dated March 5, 2013 by and between Equinix,Inc. and U.S. Bank National Association as trustee 8-K 3/5/13 4.3 4.7 Form of 5.375% Senior Note due 2023 (see Exhibit 4.6) 8-K 3/5/13 4.4 4.8 Indenture, dated as of November 20, 2014, between Equinix, Inc. and U.S.Bank National Association, as trustee 8-K 11/20/14 4.1 4.9 First Supplemental Indenture, dated as of November 20, 2014, betweenEquinix, Inc. and U.S. Bank National Association, as trustee 8-K 11/20/14 4.2 4.10 Form of 5.375% Senior Note due 2022 (see Exhibit 4.9) 8-K 11/20/14 4.3 4.11 Second Supplemental Indenture, dated as of November 20, 2014, betweenEquinix, Inc. and U.S. Bank National Association, as trustee 8-K 11/20/14 4.4 4.12 Form of 5.750% Senior Note due 2025 (see Exhibit 4.11) 8-K 11/20/14 4.5 4.13 Form of Registrant’s Common Stock Certificate X10.1 Form of Indemnification Agreement between the Registrant and each of itsofficers and directors. S-4 (File No. 333-93749) 12/29/99 10.5 10.2 2000 Equity Incentive Plan, as amended. 10-Q 3/31/12 10.2 10.3 2000 Director Option Plan, as amended. 10-K 12/31/07 10.4 10.4 2001 Supplemental Stock Plan, as amended. 10-K 12/31/07 10.5 10.5 Equinix, Inc. 2004 Employee Stock Purchase Plan, as amended. 10-Q 6/30/14 10.5 10.6 Severance Agreement by and between Stephen Smith and Equinix, Inc. datedDecember 18, 2008. 10-K 12/31/08 10.31 10.7 Severance Agreement by and between Peter Van Camp and Equinix, Inc.dated December 10, 2008. 10-K 12/31/08 10.32 10.8 Severance Agreement by and between Keith Taylor and Equinix, Inc. datedDecember 19, 2008. 10-K 12/31/08 10.33 10.9 Severance Agreement by and between Peter Ferris and Equinix, Inc. datedDecember 17, 2008. 10-K 12/31/08 10.34 10.10 Change in Control Severance Agreement by and between Eric Schwartz andEquinix, Inc. dated December 19, 2008. 10-K 12/31/08 10.35 10.11 Confirmation for Base Capped Call Transaction dated as of June 9, 2009between Equinix, Inc. and Deutsche Bank AG, London Branch. 8-K 6/12/09 10.1 80Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/PeriodEnd Date Exhibit FiledHerewith10.12 Confirmation for Additional Capped Call Transaction dated as of June 9, 2009between Equinix, Inc. and Deutsche Bank AG, London Branch. 8-K 6/12/09 10.2 10.13 Confirmation for Base Capped Call Transaction dated as of June 9, 2009between Equinix, Inc. and JPMorgan Chase Bank, National Association,London Branch. 8-K 6/12/09 10.4 10.14 Confirmation for Additional Capped Call Transaction dated as of June 9, 2009between Equinix, Inc. and JPMorgan Chase Bank, National Association,London Branch. 8-K 6/12/09 10.5 10.15 Confirmation for Base Capped Call Transaction dated as of June 9, 2009between Equinix, Inc. and Goldman, Sachs & Co. 8-K 6/12/09 10.7 10.16 Confirmation for Additional Capped Call Transaction dated as of June 9, 2009between Equinix, Inc. and Goldman, Sachs & Co. 8-K 6/12/09 10.8 10.17 Switch & Data 2007 Stock Incentive Plan. S-1/A (File No. 333-137607) filed bySwitch & DataFacilities Company,Inc. 2/5/07 10.9 10.18 Change in Control Severance Agreement by and between Charles Meyers andEquinix, Inc. dated September 30, 2010. 10-Q 9/30/10 10.42 10.19 Form of amendment to existing severance agreement between the Registrantand each of Messrs. Ferris, Meyers, Smith, Taylor and Van Camp. 10-K 12/31/10 10.33 10.20 Letter amendment, dated December 14, 2010, to Change in Control SeveranceAgreement, dated December 18, 2008, and letter agreement relating toexpatriate benefits, dated April 22, 2008, as amended, by and between theRegistrant and Eric Schwartz. 10-K 12/31/10 10.34 10.21 Offer Letter from Equinix, Inc. to Sara Baack dated July 31, 2012. 10-Q 3/31/13 10.42 10.22 Restricted Stock Unit Agreement for Sara Baack under the Equinix, Inc. 2000Equity Incentive Plan. 10-Q 3/31/13 10.43 10.23 Change in Control Severance Agreement by and between Sara Baack andEquinix, Inc. dated July 31, 2012. 10-Q 3/31/13 10.44 81Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/PeriodEnd Date Exhibit FiledHerewith10.24 Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement for CEOand CFO. 10-Q 3/31/13 10.46 10.25 Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement for allother Section 16 officers. 10-Q 3/31/13 10.47 10.26 International Long-Term Assignment Letter by and between Equinix, Inc. andEric Schwartz, dated May 21, 2013. 10-Q 6/30/13 10.51 10.27 Employment Agreement by and between Equinix (EMEA) B.V. and EricSchwartz, dated as of August 7, 2013. 10-Q 9/30/13 10.54 10.28 Restricted Stock Unit Agreement dated August 14, 2013 for Charles Meyersunder the Equinix, Inc. 2000 Equity Incentive Plan. 10-Q 9/30/13 10.55 10.29 Equinix, Inc. 2014 Incentive Plan. 10-Q 3/31/14 10.48 10.30 Offer Letter from Equinix, Inc. to Karl Strohmeyer dated October 28, 2013. 10-Q 3/31/14 10.49 10.31 Restricted Stock Unit Agreement for Karl Strohmeyer under the Equinix, Inc.2000 Equity Incentive Plan. 10-Q 3/31/14 10.50 10.32 Change in Control Severance Agreement by and between Karl Strohmeyer andEquinix, Inc. dated December 2, 2013. 10-Q 3/31/14 10.51 10.33 2014 Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement forCEO and CFO. 10-Q 3/31/14 10.52 10.34 2014 Form of Revenue/Adjusted EBITDA Restricted Stock Unit Agreement forall other Section 16 officers. 10-Q 3/31/14 10.53 10.35 2014 Form of TSR Restricted Stock Unit Agreement for CEO and CFO. 10-Q 3/31/14 10.54 10.36 2014 Form of TSR Restricted Stock Unit Agreement for all other Section 16officers. 10-Q 3/31/14 10.55 10.37 Lease between Digital 1350 Duane, LLC and Equinix LLC, dated March 27,2014. 10-Q 3/31/14 10.56 10.38 Amendment Agreement dated as of May 2, 2014, between Equinix, Inc. andGoldman, Sachs & Co., amending and restating the Master Terms andConditions for Capped Call Transactions between Equinix, Inc. andGoldman, Sachs & Co. and amending the Confirmation for Base CappedCall Transaction. 10-Q 6/30/14 10.54 82Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/PeriodEnd Date Exhibit FiledHerewith10.39 Amendment Agreement dated as of May 2, 2014, between Equinix, Inc. andDeutsche Bank AG, London Branch, amending and restating the MasterTerms and Conditions for Capped Call Transactions between Equinix, Inc.and Deutsche Bank AG, London Branch and amending the Confirmation forBase Capped Call Transaction. 10-Q 6/30/14 10.55 10.40 Amendment Agreement dated as of May 2, 2014, between Equinix, Inc. andJPMorgan Chase Bank, National Association, London Branch, amendingand restating the Master Terms and Conditions for Capped CallTransactions between Equinix, Inc. and JPMorgan Chase Bank, NationalAssociation, London Branch and amending the Confirmation for BaseCapped Call Transaction. 10-Q 6/30/14 10.56 10.41 Amendment Agreement, dated as of May 13, 2014, between Equinix, Inc. andGoldman, Sachs & Co., amending the Confirmation for Base Capped CallTransaction. 10-Q 6/30/14 10.57 10.42 Amendment Agreement dated as of May 13, 2014, between Equinix, Inc. andDeutsche Bank AG, London Branch, amending the Confirmation for BaseCapped Call Transaction. 10-Q 6/30/14 10.58 10.43 Amendment Agreement dated as of May 13, 2014, between Equinix, Inc. andJPMorgan Chase Bank, National Association, London Branch, amendingthe Confirmation for Base Capped Call Transaction. 10-Q 6/30/14 10.59 10.44 Amendment Agreement, dated as of June 6, 2014, between Equinix, Inc. andGoldman, Sachs & Co., amending the Confirmation for Base Capped CallTransaction. 10-Q 6/30/14 10.6 10.45 Amendment Agreement dated as of June 6, 2014, between Equinix, Inc. andDeutsche Bank AG, London Branch, amending the Confirmation for BaseCapped Call Transaction. 10-Q 6/30/14 10.61 10.46 Amendment Agreement dated as of June 6, 2014, between Equinix, Inc. andJPMorgan Chase Bank, National Association, London Branch, amendingthe Confirmation for Base Capped Call Transaction. 10-Q 6/30/14 10.62 83Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/PeriodEnd Date Exhibit FiledHerewith10.47 Agreement for Purchase and Sale of Shares Among RW Brasil Fundo deInvestimentos em Participação, Antônio Eduardo Zago De Carvalho andSidney Victor da Costa Breyer, as Sellers, and Equinix Brasil ParticipaçãoesLtda., as Purchaser, and Equinix South America Holdings LLC., as a Party forLimited Purposes and ALOG Soluções de Tecnologia em Informática S.A. asIntervening Consenting Party dated July 18, 2014 10-Q 9/30/14 10.67 10.48 Credit Agreement, by and among Equinix, Inc., as borrower, Equinix LLC andSwitch & Data LLC as guarantors, the Lenders (defined therein), Bank ofAmerica, N.A., as administrative agent, a Lender and L/C issuer, JPMorganChase Bank, N.A., and TD Securities (USA) LLC, as co-syndication agents,Barclays Bank PLC, Citibank, N.A., Royal Bank of Canada and ING Bank N.V.,Singapore Branch, as Co-Documentation Agents and Merrill Lynch, Pierce,Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and TD Securities(USA) LLC, as joint lead arrangers and book runners, dated December 17, 2014. X18.2 Preferable Accounting Principles Letter from PricewaterhouseCoopers LLP,Independent Registered Public Accounting Firm, dated April 24, 2013. 10-Q 3/31/13 18.2 21.1 Subsidiaries of Equinix, Inc. X23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered PublicAccounting Firm X31.1 Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X31.2 Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X32.1 Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X32.2 Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X101.INS XBRL Instance Document. X101.SCH XBRL Taxonomy Extension Schema Document. X 84Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/PeriodEnd Date Exhibit FiledHerewith101.CAL XBRL Taxonomy Extension Calculation Document. X101.DEF XBRL Taxonomy Extension Definition Document. X101.LAB XBRL Taxonomy Extension Labels Document. X101.PRE XBRL Taxonomy Extension Presentation Document. X (b)Exhibits.See (a) (3) above. (c)Financial Statement Schedule.See (a) (2) above. 85Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form10-K to be signed on its behalf by the undersigned, thereunto duly authorized. EQUINIX, INC.(Registrant)March 2, 2015 By /s/ STEPHEN M. SMITH Stephen M. SmithPresident and Chief Executive OfficerPOWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen M. Smith or KeithD. Taylor, or either of them, each with the power of substitution, their attorney-in-fact, to sign any amendments to this Annual Report on Form 10-K(including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities andExchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done byvirtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated. Signature Title Date/s/ STEPHEN M. SMITH Stephen M. Smith President and Chief Executive Officer (PrincipalExecutive Officer) March 2, 2015/s/ KEITH D. TAYLOR Keith D. Taylor Chief Financial Officer (Principal Financial andAccounting Officer) March 2, 2015/s/ PETER F. VAN CAMP Peter F. Van Camp Director March 2, 2015/s/ THOMAS A. BARTLETT Thomas A. Bartlett Director March 2, 2015/s/ GARY F. HROMADKO Gary F. Hromadko Director March 2, 2015/s/ SCOTT G. KRIENS Scott G. Kriens Director March 2, 2015/s/ WILLIAM K. LUBY William K. Luby Director March 2, 2015/s/ IRVING F. LYONS, III Irving F. Lyons, III Director March 2, 2015/s/ CHRISTOPHER B. PAISLEY Christopher B. Paisley Director March 2, 2015 86Table of ContentsINDEX TO EXHIBITS ExhibitNumber Description of Document 4.13 Form of Registrant’s Common Stock Certificate 10.48 Credit Agreement, by and among Equinix, Inc., as borrower, Equinix LLC and Switch & Data LLC as guarantors, the Lenders (definedtherein), Bank of America, N.A., as administrative agent, a Lender and L/C issuer, JPMorgan Chase Bank, N.A., and TD Securities (USA)LLC, as co-syndication agents, Barclays Bank PLC, Citibank, N.A., Royal Bank of Canada and ING Bank N.V., Singapore Branch, as Co-Documentation Agents and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and TD Securities (USA)LLC, as joint lead arrangers and book runners, dated December 17, 2014. 21.1 Subsidiaries of Equinix, Inc. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm 31.1 Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Document. 101.DEF XBRL Taxonomy Extension Definition Document. 101.LAB XBRL Taxonomy Extension Labels Document. 101. PRE XBRL Taxonomy Extension Presentation Document. 87Table of Contents[PwC Office Letterhead]Report of Independent Registered Public Accounting FirmTo the Board of Directors andShareholders of Equinix, Inc.:In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, thefinancial position of Equinix, Inc. and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of thethree years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in ouropinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reportingunder Item 9A. Our responsibility is to express opinions on these financial statements, and on the Company’s internal control over financial reporting basedon our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of materialmisstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statementsincluded examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles usedand significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financialreporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures aswe considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate./s/ PricewaterhouseCoopers LLPSan Jose, CAMarch 2, 2015 F-1Table of ContentsEQUINIX, INC.Consolidated Balance Sheets(in thousands, except share and per share data) December 31, 2014 2013 Assets Current assets: Cash and cash equivalents $610,917 $261,894 Short-term investments 529,395 369,808 Accounts receivable, net of allowance for doubtful accounts of $9,466 and $6,640 262,570 184,840 Other current assets 88,061 72,118 Total current assets 1,490,943 888,660 Long-term investments 439 398,390 Property, plant and equipment 4,998,270 4,591,650 Goodwill 1,002,129 1,042,153 Intangible assets, net 147,527 184,182 Other assets 178,125 387,324 Total Assets $7,817,433 $7,492,359 Liabilities, Redeemable Non-Controlling Interests and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $285,796 $263,223 Accrued property, plant and equipment 114,469 64,601 Current portion of capital lease and other financing obligations 21,362 17,214 Current portion of mortgage and loans payable 59,466 53,508 Other current liabilities 162,664 147,958 Total current liabilities 643,757 546,504 Capital lease and other financing obligations, less current portion 1,168,042 914,032 Mortgage and loans payable, less current portion 534,686 199,700 Convertible debt 145,853 724,202 Senior notes 2,750,000 2,250,000 Other liabilities 304,964 274,955 Total liabilities 5,547,302 4,909,393 Redeemable non-controlling interests (Note 10) — 123,902 Commitments and contingencies (Note 14) Stockholders’ equity: Preferred stock, $0.001 par value per share: 100,000,000 shares authorized in 2014 and 2013; zero shares issued andoutstanding — — Common stock, $0.001 par value per share, 300,000,000 shares authorized in 2014 and 2013; 56,505,122 issued and56,451,255 outstanding in 2014 and 50,233,224 issued and 49,589,008 outstanding in 2013 57 50 Additional paid-in capital 3,334,305 2,693,887 Treasury stock, at cost; 53,867 shares in 2014 and 644,216 shares in 2013 (11,411) (84,663) Accumulated dividends (424,387) — Accumulated other comprehensive loss (332,443) (113,767) Accumulated deficit (295,990) (36,443) Total stockholders’ equity 2,270,131 2,459,064 Total liabilities, redeemable non-controlling interests and stockholders’ equity $7,817,433 $7,492,359 See accompanying notes to consolidated financial statements. F-2Table of ContentsEQUINIX, INC.Consolidated Statements of Operations(in thousands, except per share data) Years ended December 31, 2014 2013 2012 Revenues $2,443,776 $2,152,766 $1,887,376 Costs and operating expenses: Cost of revenues 1,197,885 1,064,403 944,617 Sales and marketing 296,103 246,623 202,914 General and administrative 438,016 374,790 328,266 Restructuring charges (reversals) — (4,837) — Impairment charges — — 9,861 Acquisition costs 2,506 10,855 8,822 Total costs and operating expenses 1,934,510 1,691,834 1,494,480 Income from operations 509,266 460,932 392,896 Interest income 2,891 3,387 3,466 Interest expense (270,553) (248,792) (200,328) Other income (expense) 119 5,253 (2,208) Loss on debt extinguishment (156,990) (108,501) (5,204) Income from continuing operations before income taxes 84,733 112,279 188,622 Income tax expense (345,459) (16,156) (58,564) Net income (loss) from continuing operations (260,726) 96,123 130,058 Discontinued operations, net of tax (Note 4): Net income from discontinued operations — — 1,234 Gain on sale of discontinued operations — — 11,852 Net income (loss) (260,726) 96,123 143,144 Net (income) loss attributable to redeemable non-controlling interests 1,179 (1,438) (3,116) Net income (loss) attributable to Equinix $(259,547) $94,685 $140,028 Earnings per share (“EPS”) attributable to Equinix (Note 3): Basic EPS from continuing operations $(4.96) $1.92 $2.65 Basic EPS from discontinued operations — — 0.27 Basic EPS $(4.96) $1.92 $2.92 Weighted-average shares 52,359 49,438 48,004 Diluted EPS from continuing operations $(4.96) $1.89 $2.58 Diluted EPS from discontinued operations — — 0.25 Diluted EPS $(4.96) $1.89 $2.83 Weighted-average shares 52,359 50,116 51,816 See accompanying notes to consolidated financial statements. F-3Table of ContentsEQUINIX, INC.Consolidated Statements of Comprehensive Income (Loss)(in thousands) Years ended December 31, 2014 2013 2012 Net income (loss) $(260,726) $96,123 $143,144 Other comprehensive income (loss), net of tax: Foreign currency translation gain (loss) (204,065) (18,203) 36,194 Unrealized loss on available for sale securities (279) (298) (23) Unrealized gain (loss) on cash flow hedges 8,790 (1,750) — Unrealized loss on defined benefit plans (2,001) — — Total other comprehensive income (loss), net of tax (197,555) (20,251) 36,171 Comprehensive income (loss), net of tax (458,281) 75,872 179,315 Net (income) loss attributable to redeemable non-controlling interests 1,179 (1,438) (3,116) Other comprehensive (income) loss attributable to redeemable non-controlling interests (1,810) 7,526 6,485 Comprehensive income (loss) attributable to Equinix $(458,912) $81,960 $182,684 See accompanying notes to consolidated financial statements. F-4Table of ContentsEQUINIX, INC.Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss)For the Three Years Ended December 31, 2014(in thousands, except share data) Common stock Treasury stock Additionalpaid-incapital Accumulateddividends Accumulatedothercomprehensiveincome (loss) Accumulateddeficit Totalstockholder’sequity Shares Amount Shares Amount Balances as of December 31, 2011 47,541,620 $48 (870,421) $(86,666) $2,437,623 $— $(143,698) $(271,156) $1,936,151 Net income — — — — — — — 143,144 143,144 Net income attributable to non-controlling interests — — — — — — — (3,116) (3,116) Other comprehensive income — — — — — — 36,171 — 36,171 Other comprehensive loss attributable to redeemable non-controllinginterests — — — — — — 6,485 — 6,485 Issuance of common stock and release of treasury stock for employeeequity awards 1,598,231 1 15,069 1,504 59,323 — — — 60,828 Release of treasury stock upon conversions of convertible debt — — 623,098 61,850 (61,838) — — — 12 Common shares repurchased — — (131,489) (13,364) — — — — (13,364) Change in redemption value of redeemable non-controlling interests — — — — (21,270) — — — (21,270) Tax benefit from employee stock plans — — — — 84,740 — — — 84,740 Stock-based compensation, net of estimated forfeitures — — — — 83,660 — — — 83,660 Balances as of December 31, 2012 49,139,851 49 (363,743) (36,676) 2,582,238 — (101,042) (131,128) 2,313,441 Net income — — — — — — — 96,123 96,123 Net income attributable to non-controlling interests — — — — — — — (1,438) (1,438) Other comprehensive loss — — — — — — (20,251) — (20,251) Other comprehensive loss attributable to redeemable non-controllinginterests — — — — — — 7,526 — 7,526 Issuance of common stock and release of treasury stock for employeeequity awards 1,093,373 1 8,198 805 31,087 — — — 31,893 Release of treasury stock upon conversions of convertible debt — — 68 7 (1) — — — 6 Common shares repurchased — — (288,739) (48,799) — — — — (48,799) Change in redemption value of redeemable non-controlling interests — — — — (47,940) — — — (47,940) Tax benefit from employee stock plans — — — — 25,638 — — — 25,638 Stock-based compensation, net of estimated forfeitures — — — — 102,865 — — — 102,865 F-5Table of ContentsEQUINIX, INC.Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss)—(Continued)For the Three Years Ended December 31, 2014(in thousands, except share data) Common stock Treasury stock Additionalpaid-incapital Accumulateddividends Accumulatedothercomprehensiveincome (loss) Accumulateddeficit Totalstockholder’sequity Shares Amount Shares Amount Balances as of December 31, 2013 50,233,224 50 (644,216) (84,663) 2,693,887 — (113,767) (36,443) 2,459,064 Net loss — — — — — — — (260,726) (260,726) Net loss attributable to non-controlling interests — — — — — — — 1,179 1,179 Other comprehensive loss — — — — — — (197,555) — (197,555) Other comprehensive income attributable to non-controlling interests — — — — — — (1,810) — (1,810) Issuance of common stock and release of treasury stock for employeeequity awards 933,554 1 7,846 1,185 28,134 — — — 29,320 Common shares repurchased — — (1,517,743) (297,958) — — — — (297,958) Issuance of common stock and release of treasury stock for theexchanges and conversions of 4.75% convertible debt 1,411,851 2 1,000,102 147,706 43,024 — — — 190,732 Issuance of common stock and release of treasury stock for theexchange of 3.00% convertible debt 1,248,578 1 700,000 139,004 77,953 — — — 216,958 Issuance of common stock and release of treasury stock forconversions of 3.00% convertible debt 1,195,496 1 400,144 83,315 95,428 — — — 178,744 Issuance of common stock for special distribution 1,482,419 2 — — 332,732 (414,856) — — (82,122) Accrued dividends on unvested equity awards — — — — — (9,531) — — (9,531) Change in redemption value of redeemable non-controlling interests — — — — (90,913) — — — (90,913) Purchase of redeemable non-controlling interests — — — — 17,977 — (19,311) — (1,334) Tax benefit from employee stock plans — — — — 18,561 — — 18,561 Stock-based compensation, net of estimated forfeitures — — — — 117,522 — — — 117,522 Balances as of December 31, 2014 56,505,122 $57 (53,867) $(11,411) $3,334,305 $(424,387) $(332,443) $(295,990) $2,270,131 See accompanying notes to consolidated financial statements. F-6Table of ContentsEQUINIX, INC.Consolidated Statements of Cash Flows(in thousands) Years ended December 31, 2014 2013 2012 Cash flows from operating activities: Net income (loss) $(260,726) $96,123 $143,144 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 453,935 405,444 375,004 Stock-based compensation 117,990 102,940 83,025 Excess tax benefits from stock-based compensation (19,582) (27,330) (72,631) Amortization of intangible assets 27,756 27,027 23,575 Amortization of debt issuance costs and debt discounts 18,667 23,868 23,365 Provision for allowance for doubtful accounts 7,093 5,819 4,186 Restructuring charges (reversals) — (4,837) — Impairment charges — — 9,861 Loss on debt extinguishment 156,990 108,501 5,204 Gain on sale of discontinued operations — — (11,852) Other items 19,912 11,543 7,001 Changes in operating assets and liabilities: Accounts receivable (101,966) (27,956) (26,601) Income taxes, net 226,774 (108,189) 24,089 Other assets (6,496) (36,853) 2,479 Accounts payable and accrued expenses 10,681 7,242 33,538 Other liabilities 38,392 21,266 8,639 Net cash provided by operating activities 689,420 604,608 632,026 Cash flows from investing activities: Purchases of investments (545,997) (968,971) (442,870) Sales of investments 573,582 276,351 362,266 Maturities of investments 211,966 213,484 579,855 Business acquisitions, net of cash acquired — (49,337) (309,492) Purchase of real estate (16,791) (74,332) (24,656) Purchases of other property, plant and equipment (660,203) (572,406) (764,500) Proceeds from sale of discontinued operations — — 76,458 Increase in restricted cash (968) (837,190) (8,696) Release of restricted cash 2,572 843,088 88,762 Net cash used in investing activities (435,839) (1,169,313) (442,873) Cash flows from financing activities: Purchases of treasury stock (297,958) (48,799) (13,364) Proceeds from employee equity awards 29,320 31,892 56,137 Excess tax benefits from stock-based compensation 19,582 27,330 72,631 Payment of special distribution (83,266) — — Purchase of redeemable non-controlling interests (226,276) — — Proceeds from senior notes 1,250,000 1,500,000 — Proceeds from loans payable 508,826 28,038 262,591 Repayment of senior notes (750,000) (750,000) — Repayment of convertible debt (29,513) — (250,007) Repayment of capital lease and other financing obligations (18,030) (40,133) (12,378) Repayment of mortgage and loans payable (153,473) (52,500) (329,111) Debt extinguishment costs (116,517) (97,864) — Debt issuance costs (25,294) (23,057) (9,220) Net cash provided by (used in ) financing activities 107,401 574,907 (222,721) Effect of foreign currency exchange rates on cash and cash equivalents (11,959) (521) 6,958 Net increase (decrease) in cash and cash equivalents 349,023 9,681 (26,610) Cash and cash equivalents at beginning of period 261,894 252,213 278,823 Cash and cash equivalents at end of period $610,917 $261,894 $252,213 Supplemental cash flow information Cash paid for taxes $117,197 $123,690 $36,711 Cash paid for interest $262,018 $210,629 $185,321 See accompanying notes to consolidated financial statements. F-7Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. Nature of Business and Summary of Significant Accounting PoliciesNature of BusinessEquinix, Inc. (“Equinix” or the “Company”) was incorporated in Delaware on June 22, 1998. Equinix provides colocation space and related services.Global enterprises, content providers, financial companies and network service providers rely upon Equinix’s insight and expertise to safehouse and connecttheir most valued information assets. The Company operates International Business Exchange (“IBX”) data centers, or IBX data centers, across 33 markets inthe Americas; Europe, Middle East and Africa (“EMEA”) and Asia-Pacific geographic regions where customers directly interconnect with a networkecosystem of partners and customers. More than 1,000 network service providers offer access to the world’s Internet routes inside the Company’s IBX datacenters. This access to Internet routes provides Equinix customers improved reliability and streamlined connectivity while significantly reducing costs byreaching a critical mass of networks within a centralized physical location.In September 2012, the Company announced that its Board of Directors approved a plan to pursue conversion to a real estate investment trust (“REIT”)(the “REIT Conversion”). The Company completed the implementation of the REIT conversion in 2014, and the Company plans to make a tax election forREIT status for the taxable year commencing January 1, 2015.Basis of Presentation, Consolidation and Foreign CurrencyThe accompanying consolidated financial statements include the accounts of Equinix and its subsidiaries, including the acquisition of FrankfurtKleyer 90 Carrier Hotel from October 1, 2013, the alliance with Emirates Integrated Telecommunications Company PJSC (“du”) from November 9, 2012 andthe acquisitions of Asia Tone Limited (“Asia Tone”) from July 4, 2012, ancotel GmbH (“ancotel”) from July 3, 2012. All intercompany accounts andtransactions have been eliminated in consolidation. Foreign exchange gains or losses resulting from foreign currency transactions, including intercompanyforeign currency transactions, that are anticipated to be repaid within the foreseeable future, are reported within other income (expense) on the Company’saccompanying consolidated statements of operations. For additional information on the impact of foreign currencies to the Company’s consolidatedfinancial statements, see “Accumulated Other Comprehensive Loss” in Note 11 below.ReclassificationsCertain amounts in the accompanying consolidated financial statements have been reclassified to conform to the consolidated financial statementpresentation as of and for the year ended December 31, 2014.Use of EstimatesThe preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of theconsolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from theseestimates. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtful accounts, fairvalues of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property, plant and equipment, assets acquired andliabilities assumed from acquisitions, asset retirement obligations, restructuring charges, redemption value of redeemable non-controlling interests andincome taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. F-8Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Discontinued OperationsAssets and liabilities to be disposed of that meet all of the criteria to be classified as held for sale as set forth in the accounting standard for impairmentor disposal of long-lived assets are reported at the lower of their carrying amounts or fair values less costs to sell. Assets are not depreciated or amortizedwhile they are classified as held for sale. Assets and liabilities held for sale that have operations and cash flows that can be clearly distinguished,operationally and for financial reporting purposes, from the rest of the Company’s assets and liabilities are reported in discontinued operations when (a) it isdetermined that the operations and cash flows will be eliminated from the Company’s continuing operations and (b) the Company will not have anysignificant continuing involvement in the operations of the assets and liabilities after the disposal transaction.The Company’s consolidated statements of operations have been reclassified to reflect its discontinued operations for the year ended December 31,2012. For further information on the Company’s discontinued operations, see Note 4.Cash, Cash Equivalents and Short-Term and Long-Term InvestmentsThe Company considers all highly liquid instruments with an original maturity from the date of purchase of three months or less to be cash equivalents.Cash equivalents consist of money market mutual funds and highly liquid debt securities of corporations and certificates of deposit with original maturitiesup to 90 days. Short-term investments generally consist of securities with original maturities of between 90 days and one year. Long-term investmentsgenerally consist of securities with original maturities greater than 365 days. The Company’s fixed income securities are classified as “available-for-sale” andare carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of other comprehensive income (loss). The cost ofsecurities sold is based on the specific identification method. The Company reviews its investment portfolio quarterly to determine if any securities may beother-than-temporarily impaired due to increased credit risk, changes in industry or sector of a certain instrument or ratings downgrades.Financial Instruments and Concentration of Credit RiskFinancial instruments which potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and short-term and long-term investments and accounts receivable. Risks associated with cash, cash equivalents and short-term and long-term investments are mitigated by theCompany’s investment policy, which limits the Company’s investing to only those marketable securities rated at least A-1/P-1 Short Term Rating and A-/A3Long Term Rating, as determined by independent credit rating agencies. Risk to the Company’s investment portfolio is further mitigated by its significantweighting in U.S. government securities in order to achieve REIT asset measure requirements.A significant portion of the Company’s customer base is comprised of businesses throughout the Americas. However, a portion of the Company’srevenues are derived from the Company’s EMEA and Asia-Pacific operations. The following table sets forth percentages of the Company’s revenues bygeographic region for the years ended December 31: 2014 2013 2012 Americas 56% 59% 61% EMEA 26% 24% 23% Asia-Pacific 18% 17% 16% No single customer accounted for greater than 10% of accounts receivable or revenues as of or for the years ended December 31, 2014, 2013 and 2012. F-9Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Property, Plant and EquipmentProperty, plant and equipment are stated at the Company’s original cost or fair value for acquired property, plant and equipment. Depreciation iscomputed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements and assets acquired under capitalleases are amortized over the shorter of the lease term or the estimated useful life of the asset or improvement, unless they are considered integral equipment,in which case they are amortized over the lease term. Leasehold improvements acquired in a business combination are amortized over the shorter of the usefullife of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of acquisition. Leaseholdimprovements that are placed into service significantly after and not contemplated at or near the beginning of the lease term are amortized over the shorter ofthe useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date the leaseholdimprovements are purchased.The Company’s estimated useful lives of its property, plant and equipment are as follows: Core systems 3-25 yearsBuildings 12-50 yearsLeasehold improvements 12-40 yearsConstruction in progress N/APersonal Property 3-10 yearsDuring the three months ended December 31, 2014, the Company revised the estimated useful lives of certain of its property, plant and equipment aspart of a review of the related assumptions. As a result, the Company recorded an insignificant amount of higher depreciation expense for the quarter endedDecember 31, 2014 due to the reduction of the estimated useful lives of certain of its property, plant and equipment. This change was accounted for as achange in accounting estimate on a prospective basis effective October 1, 2014 under the accounting standard for change in accounting estimates. TheCompany did not revise the estimated useful lives of the property, plant and equipment during the year ended December 31, 2013. During the three monthsended December 31, 2012, the Company reassessed the estimated useful lives of certain of its property, plant and equipment. This change was accounted foras a change in accounting estimate on a prospective basis effective October 1, 2012 under the accounting standard for change in accounting estimates. As aresult, the Company recorded an insignificant amount of lower depreciation expense for the quarter ended December 31, 2012, due to the increase in theestimated useful lives of certain of its property, plant and equipment.The Company’s construction in progress includes direct and indirect expenditures for the construction and expansion of IBX data centers and is statedat original cost. The Company has contracted out substantially all of the construction and expansion efforts of its IBX data centers to independent contractorsunder construction contracts. Construction in progress includes costs incurred under construction contracts including project management services,engineering and schematic design services, design development, construction services and other construction-related fees and services. In addition, theCompany has capitalized interest costs during the construction phase. Once an IBX data center or expansion project becomes operational, these capitalizedcosts are allocated to certain property, plant and equipment categories and are depreciated over the estimated useful life of the underlying assets.Asset Retirement CostsThe fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred. The associated retirement costs arecapitalized and included as part of the carrying value of the long- F-10Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) lived asset and amortized over the useful life of the asset. Subsequent to the initial measurement, the Company accretes the liability in relation to the assetretirement obligations over time and the accretion expense is recorded as a cost of revenue. The Company’s asset retirement obligations are primarily relatedto its IBX data centers, of which the majority are leased under long-term arrangements, and, in certain cases, are required to be returned to the landlords intheir original condition. The majority of the Company’s IBX data center leases have been subject to significant development by the Company in order toconvert them from, in most cases, vacant buildings or warehouses into IBX data centers. The majority of the Company’s IBX data centers’ initial lease termsexpire at various dates ranging from 2017 to 2053 and most of them enable the Company to extend the lease terms.Goodwill and Other Intangible AssetsThe Company has three reportable segments comprised of the 1) Americas, 2) EMEA and 3) Asia-Pacific geographic regions, which the Company alsodetermined are its reporting units. As of December 31, 2014, the Company had goodwill attributable to its Americas reporting unit, EMEA reporting unit andAsia-Pacific reporting unit. In 2014, the Company changed its annual goodwill impairment testing date from November 30 to October 31 of each year,commencing on October 31, 2014, to better align its annual goodwill impairment test with the timing of the Company’s budgeting and forecasting process.The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is lessthan its carrying value. If, after assessing the qualitative factors, the Company determines that it is not more likely than not that the fair value of a reportingunit is less than its carrying value, then performing the two-step impairment test is unnecessary. However, if the Company concludes otherwise, then it isrequired to perform the first step of the two-step goodwill impairment test. The first step, identifying a potential impairment, compares the fair value of areporting unit with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to beconducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the impliedfair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over therespective implied fair value is recognized as an impairment loss.The Company performed the first step of the two-step goodwill impairment test for its Americas reporting unit, EMEA reporting unit and Asia-Pacificreporting unit during the year ended December 31, 2014. In order to determine the fair value of each reporting unit, the Company utilizes the discounted cashflow and market methods. The Company has consistently utilized both methods in its goodwill impairment tests and weighs both results equally. TheCompany uses both methods in its goodwill impairment tests as it believes both methods, in conjunction with each other, provide a reasonable estimate ofthe determination of fair value of each reporting unit – the discounted cash flow method being specific to anticipated future results of the reporting unit andthe market method, which is based on the Company’s market sector including its competitors. The assumptions supporting the discounted cash flow method,including the discount rate, which was assumed to be 9.8% and 10.1% for the Americas reporting unit and EMEA reporting unit, respectively and 8.9% forthe Asia-Pacific reporting unit, was determined using the Company’s best estimates as of the date of the impairment review. As of October 31, 2014, theCompany concluded that its goodwill attributed to the Company’s Americas reporting unit, EMEA reporting unit and Asia-Pacific reporting unit was notimpaired as the fair value of each reporting unit substantially exceeded the carrying value of its respective reporting unit, including goodwill. In addition, theCompany concluded that no events occurred or circumstances changed subsequent to October 31, 2014 through December 31, 2014 that would more likelythan not reduce the fair value of the Americas, EMEA and Asia-Pacific reporting units below its carrying value. The Company has performed varioussensitivity analyses on certain of the assumptions used in the discounted cash flow method, such as forecasted revenues and discount F-11thstTable of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) rate, and notes that no reasonably possible changes would reduce the fair value of the reporting unit to such a level that would cause an impairment charge.Impairment assessments inherently involve judgment as to assumptions about expected future cash flows and the impact of market conditions on thoseassumptions. Future events and changing market conditions may impact the Company’s assumptions as to prices, costs, growth rates or other factors that mayresult in changes in the Company’s estimates of future cash flows. Although the Company believes the assumptions it used in testing for impairment arereasonable, significant changes in any one of the Company’s assumptions could produce a significantly different result. Indicators of potential impairmentthat might lead the Company to perform interim goodwill impairment assessments include significant and unforeseen customer losses, a significant adversechange in legal factors or in the business climate, a significant adverse action or assessment by a regulator, a significant stock price decline or unanticipatedcompetition.For further information on goodwill and other intangible assets, see Note 5 below.Debt Issuance CostsLoan fees and costs are capitalized and are amortized over the life of the related loans based on the effective interest method. Such amortization isincluded as a component of interest expense.Derivatives and Hedging ActivitiesThe Company recognizes all derivatives on the consolidated balance sheet at fair value. The accounting for changes in the value of a derivativedepends on whether the contract is for trading purposes or has been designated and qualifies for hedge accounting. In order to qualify for hedge accounting, aderivative must be considered highly effective at reducing the risk associated with the exposure being hedged. In order for a derivative to be designated as ahedge, there must be documentation of the risk management objective and strategy, including identification of the hedging instrument, the hedged item andthe risk exposure, and how effectiveness is to be assessed prospectively and retrospectively. Foreign currency gains or losses associated with derivatives thatdo not qualify for hedge accounting are recorded within other income (expense), net in the Company’s consolidated statements of operations, with theexception of foreign currency embedded derivatives contained in certain of the Company’s customer contracts (see “Revenue Recognition” below), whichare recorded within revenues in the Company’s consolidated statements of operations.To assess effectiveness of derivatives that qualify for hedge accounting, the Company uses a regression analysis. The extent to which a hedginginstrument has been and is expected to continue to be effective at achieving offsetting changes in cash flows is assessed and documented at least quarterly.Any ineffectiveness is reported in current-period earnings. If it is determined that a derivative is not highly effective at hedging the designated exposure,hedge accounting is discontinued. For qualifying cash flow hedges, the effective portion of the change in the fair value of the derivative is recorded in othercomprehensive income (loss) and recognized in the consolidated statements of operations when the hedged cash flows affect earnings. The ineffectiveportion of cash flow hedges are immediately recognized in earnings. If the hedge relationship is terminated, then the change in fair value of the derivativerecorded in other comprehensive income (loss) is recognized in earnings when the cash flows that were hedged occur, consistent with the original hedgestrategy. For hedge relationships discontinued because the forecasted transaction is not expected to occur according to the original strategy, any relatedderivative amounts recorded in other comprehensive income (loss) are immediately recognized in earnings. The Company does not use derivatives forspeculative or trading purposes. F-12Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) For further information on derivatives and hedging activities, see Note 6 below.Fair Value of Financial InstrumentsThe carrying value of the Company’s cash and cash equivalents, short-term and long-term investments represent their fair value, while the Company’saccounts receivable, accounts payable and accrued expenses and accrued property, plant and equipment approximate their fair value due primarily to theshort-term maturity of the related instruments. The fair value of the Company’s debt, which is traded in the public debt market, is based on quoted marketprices. The fair value of the Company’s debt, which is not publicly traded, is estimated by considering the Company’s credit rating, current rates available tothe Company for debt of the same remaining maturities and terms of the debt.Fair Value MeasurementsThe Company measures and reports certain financial assets and liabilities at fair value on a recurring basis, including its investments in money marketfunds and available-for-sale debt investments in other public companies, governmental units and other agencies and derivatives.The Company also follows the accounting standard for the measurement of fair value for nonfinancial assets and liabilities on a nonrecurring basis.These include: • Non-financial assets and non-financial liabilities initially measured at fair value in a business combination or other new basis event, but notmeasured at fair value in subsequent reporting periods; • Reporting units and non-financial assets and non-financial liabilities measured at fair value for goodwill impairment tests; • Indefinite-lived intangible assets measured at fair value for impairment assessments; • Non-financial long-lived assets or asset groups measured at fair value for impairment assessments or disposal; • Asset retirement obligations initially measured at fair value but not subsequently measured at fair value; and • Non-financial liabilities associated with exit or disposal activities initially measured at fair value but not subsequently measured at fair value.For further information on fair value measurements, see Note 7 below.Impairment of Long-Lived AssetsThe Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an assetmay not be recoverable such as a significant decrease in market price of a long-lived asset, a significant adverse change in legal factors or business climatethat could affect the value of a long-lived asset or a continuous deterioration of the Company’s financial condition. Recoverability of assets to be held andused is measured by comparing the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If thecarrying amount of the asset exceeds its estimated discounted future cash flows, an impairment charge is recognized by the amount by which the carryingamount of the asset exceeds the fair value of the asset.During the year ended December 31, 2012, the Company determined that the fair values of certain long-lived assets in two properties were lower thantheir carrying values. As a result, the Company recorded F-13Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) impairment charges totaling $9,861,000 in the Americas and Asia-Pacific regions comprised of $7,029,000 of property, plant and equipment and $2,832,000of intangible assets. The Company did not record any impairment charges related to its long-lived assets during the years ended December 31, 2014 and2013.Revenue RecognitionEquinix derives more than 90% of its revenues from recurring revenue streams, consisting primarily of (1) colocation, which includes the licensing ofcabinet space and power; (2) interconnection offerings, such as cross connects and Equinix Exchange ports; (3) managed infrastructure services and (4) otherrevenues consisting of rental income from tenants or subtenants. The remainder of the Company’s revenues are from non-recurring revenue streams, such asfrom the recognized portion of deferred installation revenues, professional services, contract settlements and equipment sales. Revenues from recurringrevenue streams are generally billed monthly and recognized ratably over the term of the contract, generally one to three years for IBX data center spacecustomers. Non-recurring installation fees, although generally paid in a lump sum upon installation, are deferred and recognized ratably over the expectedlife of the installation. Professional service fees are recognized in the period in which the services were provided and represent the culmination of a separateearnings process as long as they meet the criteria for separate recognition under the accounting standard related to revenue arrangements with multipledeliverables. Revenue from bandwidth and equipment sales is recognized on a gross basis in accordance with the accounting standard related to reportingrevenue gross as a principal versus net as an agent, primarily because the Company acts as the principal in the transaction, takes title to products and servicesand bears inventory and credit risk. To the extent the Company does not meet the criteria for recognizing bandwidth and equipment services as grossrevenue, the Company records the revenue on a net basis. Revenue from contract settlements, when a customer wishes to terminate their contract early, isgenerally recognized on a cash basis, when no remaining performance obligations exist, to the extent that the revenue has not previously been recognized.The Company occasionally guarantees certain service levels, such as uptime, as outlined in individual customer contracts. To the extent that theseservice levels are not achieved, the Company reduces revenue for any credits given to the customer as a result. The Company generally has the ability todetermine such service level credits prior to the associated revenue being recognized, and historically, these credits have generally not been significant.There were no significant service level credits issued during the years ended December 31, 2014, 2013 and 2012.Revenue is recognized only when the service has been provided and when there is persuasive evidence of an arrangement, the fee is fixed ordeterminable and collection of the receivable is reasonably assured. It is the Company’s customary business practice to obtain a signed master salesagreement and sales order prior to recognizing revenue in an arrangement. Taxes collected from customers and remitted to governmental authorities arereported on a net basis and are excluded from revenue.As a result of certain customer agreements being priced in currencies different from the functional currencies of the parties involved, under applicableaccounting rules, the Company is deemed to have foreign currency forward contracts embedded in these contracts. The Company refers to these as foreigncurrency embedded derivatives (see Note 6). These instruments are separated from their host contracts and held on the Company’s consolidated balance sheetat their fair value. The majority of these foreign currency embedded derivatives arise in certain of the Company’s subsidiaries where the local currency is thesubsidiary’s functional currency and the customer contract is denominated in the U.S. dollar. Changes in their fair values are recognized within revenues inthe Company’s consolidated statements of operations.The Company assesses collectability based on a number of factors, including past transaction history with the customer and the credit-worthiness of thecustomer. The Company generally does not request collateral from F-14Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) its customers although in certain cases the Company obtains a security interest in a customer’s equipment placed in its IBX data centers or obtains a deposit.If the Company determines that collection of a fee is not reasonably assured, the fee is deferred and revenue is recognized at the time collection becomesreasonably assured, which is generally upon receipt of cash. In addition, the Company also maintains an allowance for doubtful accounts for estimated lossesresulting from the inability of its customers to make required payments for which the Company had expected to collect the revenues. If the financialcondition of the Company’s customers were to deteriorate or if they became insolvent, resulting in an impairment of their ability to make payments, greaterallowances for doubtful accounts may be required. Management specifically analyzes accounts receivable and current economic news and trends, historicalbad debts, customer concentrations, customer credit-worthiness and changes in customer payment terms when evaluating revenue recognition and theadequacy of the Company’s reserves. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are chargedto bad debt expense included in general and administrative expense in the consolidated statements of operations. A specific bad debt reserve of up to the fullamount of a particular invoice value is provided for certain problematic customer balances. An additional reserve is established for all other accounts basedon the age of the invoices and an analysis of historical credits issued. Delinquent account balances are written-off after management has determined that thelikelihood of collection is not probable.Income TaxesIncome taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the futuretax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differencesare expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period thatincludes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected more likelythan not to be realized in the future. A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is morelikely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understoodadministrative practices and precedents.The REIT Conversion, effective as of January 1, 2015, is not considered to be a change in tax status for the Company’s U.S. operations. Rather, theeffect of the REIT Conversion is reflected in the Company’s consolidated statement of operations in the period that includes the date the Company completesall significant actions necessary to qualify as a REIT, signifying its commitment to that course of action. The formal approval of the REIT conversion by theBoard of Directors on December 23, 2014, together with all the other actions taken by the Company, signified the Company’s commitment to that course ofaction. As such, the effect of the REIT Conversion is reflected in the Company’s consolidated statement of operations for the year ended December 31, 2014.The Company recognizes interest and penalties related to unrecognized tax benefits within income tax benefit (expense) in the consolidatedstatements of operations.Stock-Based CompensationStock-based compensation cost is measured at the grant date for all stock-based awards made to employees and directors based on the fair value of theaward and is recognized as expense over the requisite service period, which is generally the vesting period. F-15Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company grants restricted stock units to its employees and these equity awards generally have only a service condition. The Company grantsrestricted stock units to its executives and these awards generally have a service and performance condition or a service and market condition. To date, anyperformance conditions contained in an equity award are tied to the financial performance of the Company or a specific region of the Company. TheCompany assesses the probability of meeting these performance conditions on a quarterly basis. The majority of the Company’s equity awards vest over fouryears, although certain of the equity awards for executives vest over a range of two to four years. The valuation of restricted stock units with only a servicecondition or a service and performance condition requires no significant assumptions as the fair value for these types of equity awards is based solely on thefair value of the Company’s stock price on the date of grant. The Company uses a Monte Carlo simulation option-pricing model to determine the fair value ofrestricted stock units with a service and market condition.The Company uses the Black-Scholes option-pricing model to determine the fair value of its employee stock purchase plan. The determination of thefair value of shares purchased under the employee stock purchase plan is affected by assumptions regarding a number of complex and subjective variablesincluding the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock purchase behaviors. TheCompany estimated the expected volatility by using the average historical volatility of its common stock that it believed was the best representative of futurevolatility. The risk-free interest rate used was based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the equityawards. The expected dividend rate used was zero as the Company did not anticipate paying dividends. The expected term used was equal to the term of eachpurchase window.The accounting standard for stock-based compensation does not allow the recognition of unrealized tax benefits associated with the tax deductions inexcess of the compensation recorded (excess tax benefit) until the excess tax benefit is realized (i.e., reduces taxes payable). The Company recognizes thebenefit from stock-based compensation in equity when the excess tax benefit is realized by following the “with-and-without” approach.For further information on stock-based compensation, see Note 12 below.Foreign Currency TranslationThe financial position of foreign subsidiaries is translated using the exchange rates in effect at the end of the period, while income and expense itemsare translated at average rates of exchange during the period. Gains or losses from translation of foreign operations where the local currency is the functionalcurrency are included as other comprehensive income (loss). The net gains and losses resulting from foreign currency transactions are recorded in net income(loss) in the period incurred and reported within other income and expense. Certain inter-company balances are designated as long-term. Accordingly,exchange gains and losses associated with these long-term inter-company balances are recorded as a component of other comprehensive income (loss), alongwith translation adjustments. How the U.S. dollar performs against certain of the currencies of the foreign countries in which the Company operates can havea significant impact to the Company. Strengthening and weakening of the U.S. dollar against theses currencies has significantly impacted the Company’sconsolidated balance sheets (as evidenced in the Company’s foreign currency translation loss), as well as its consolidated statements of operations asamounts denominated in foreign currencies can increase or decrease the Company’s revenues and expenses. To the extent that the U.S. dollar strengthens orweakens further, this will continue to impact the Company’s consolidated balance sheets and consolidated statements of operations including the amount ofrevenue that the Company reports in future periods. F-16Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Earnings Per ShareBasic EPS is computed using net income (loss) attributable to the Company and the weighted-average number of common shares outstanding. DilutedEPS is computed using net income attributable to the Company, adjusted for interest expense as a result of the assumed conversion of the Company’s 2.50%Convertible Subordinated Notes, 3.00% Convertible Subordinated Notes and 4.75% Convertible Subordinated Notes, if dilutive, and the weighted-averagenumber of common shares outstanding plus any dilutive potential common shares outstanding. Dilutive potential common shares include the assumedexercise, vesting and issuance activity of employee equity awards using the treasury stock method, as well as shares issuable upon the assumed conversion ofthe 2.50% Convertible Subordinated Notes, 3.00% Convertible Subordinated Notes and 4.75% Convertible Subordinated Notes. The Company computesbasic and diluted EPS for net income (loss) attributable to the Company, net income (loss) from continuing operations and net income (loss) fromdiscontinued operations.Redeemable Non-Controlling InterestsNon-controlling interests in subsidiaries that are redeemable for cash or other assets outside of the Company’s control are classified as mezzanineequity, outside of equity and liabilities, and are adjusted to fair value on each balance sheet date. The resulting changes in fair value of the estimatedredemption amount, increases or decreases, are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings,additional paid-in-capital.For further information on redeemable non-controlling interests, see Note 10 below.Treasury StockThe Company accounts for treasury stock under the cost method. When treasury stock is re-issued at a higher price than its cost, the difference isrecorded as a component of additional paid-in capital to the extent that there are gains to offset the losses. If there are no treasury stock gains in additionalpaid-in capital, the losses are recorded as a component of accumulated deficit.Recent Accounting PronouncementsIn August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Disclosure ofUncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), to provide guidance on management’s responsibility in evaluatingwhether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 iseffective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, with earlyadoption permitted. The Company does not believe the adoption of ASU 2014-15 will have a significant impact on its consolidated financial statements.In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This ASU requires companies to recognizerevenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which companies expect to beentitled in exchange for those goods or services. This ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. ThisASU is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currentlyevaluating the impact that the adoption of this standard will have on its consolidated financial statements. F-17Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360):Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU changes the criteria for reporting discontinuedoperations. This ASU is required to be applied prospectively for disposals, or classifications as held for sale, of components of an entity that occur withinfiscal years and interim periods beginning after December 15, 2014, with early adoption permitted. The Company does not believe the adoption of ASU2014-08 will have a significant impact on its consolidated financial statements.2. AcquisitionsFrankfurt Kleyer 90 Carrier Hotel AcquisitionOn October 1, 2013, the Company completed the purchase of a property located in Frankfurt, Germany for cash consideration of approximately$50,092,000 (the “Frankfurt Kleyer 90 Carrier Hotel Acquisition”). A portion of the building was leased to the Company and was being used by theCompany as its Frankfurt 5 IBX data center. The remainder of the building was leased by other parties, who became the Company’s tenants upon closing. TheFrankfurt Kleyer 90 Carrier Hotel constitutes a business under the accounting standard for business combinations and as a result, the Frankfurt Kleyer 90Carrier Hotel Acquisition was accounted for as a business acquisition using the acquisition method of accounting.The Company included Frankfurt Kleyer 90 Carrier Hotel’s results of operations from October 1, 2013 and the estimated fair value of assets acquiredand liabilities assumed in its consolidated balance sheets beginning October 1, 2013. The Company incurred acquisition costs of approximately $4,794,000for the year ended December 31, 2013 related to the Frankfurt Kleyer 90 Carrier Hotel Acquisition.Purchase Price AllocationUnder the acquisition method of accounting, the total purchase price was allocated to Frankfurt Kleyer 90 Carrier Hotel’s net tangible and intangibleassets based upon their fair value as of the Frankfurt Kleyer 90 Carrier Hotel acquisition date. Based upon the purchase price and the valuation of FrankfurtKleyer 90 Carrier Hotel, the preliminary purchase price allocation was as follows (in thousands): Property, plant and equipment $85,969 Intangible assets 10,011 Total assets acquired 95,980 Mortgage payable (42,906) Intangible—unfavorable leases (2,982) Net assets acquired $50,092 The following table presents certain information on the acquired identifiable intangible assets (dollars in thousands): Intangible assets Fair value Estimateduseful lives(years) Weighted-averageestimated usefullives (years) Customer contracts $9,363 0.3 – 8 4.9 Unfavorable leases (2,982) 1 – 6 4.8 Favorable leases 648 1 –8 7.5 F-18Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The fair value of customer contracts was estimated by applying an income approach. The fair value was determined by calculating the present value ofestimated future operating cash flows generated by existing customer relationships less costs to realize the revenue. The Company applied a discount rate ofapproximately 9.0%, which reflects the nature of the assets as it relates to the estimated future operating cash flows. Other significant assumptions used toestimate the fair value of the customer contracts include projected revenue growth, customer attrition rates, sales and marketing expenses and operatingmargins. The fair value of leases were estimated using the market approach. The fair value measurements were based on significant inputs that are notobservable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.The Company determined the fair value of the mortage payable assumed in the Frankfurt Kleyer 90 Hotel Acquisition by estimating Frankfurt Kleyer90 Hotel’s debt rating and reviewing market data with a similar debt rating and other characteristics of the debt, including the maturity date and security type.For the year ended December 31, 2013, revenues and net income recorded from Frankfurt Kleyer 90 Hotel were not material and were included in theCompany’s consolidated statements of operations.Dubai IBX Data Center AcquisitionOn November 6, 2012, the Company entered into an alliance agreement with Emirates Integrated Telecommunications Company PJSC (“du”) todeliver data center and interconnection solutions to customers in the Middle East. On November 8, 2012 (the “Dubai IBX Data Center Acquisition Date”), theCompany entered into an asset sale and purchase agreement with e-Hosting DataFort FZ, LLC (“EHDF”) for a substantially completed data center located inDubai for cash consideration of approximately $22,918,000. The data center opened for business in early 2013. The Company also entered into a leaseagreement with Tecom Investment FZ, LLC (“Tecom”), the 100% owner of EHDF, for the underlying building space where the data center assets that wereacquired by the Company from EHDF are located. The Company accounted for the above agreements as a single arrangement and the alliance agreement,asset sale and purchase agreement and lease agreement are collectively referred to as the Dubai IBX Data Center Acquisition. The Dubai IBX Data CenterAcquisition constitutes a business under the accounting standard for business combinations and as a result, the Dubai IBX Data Center Acquisition wasaccounted for as a business acquisition using the acquisition method of accounting.Asia Tone AcquisitionOn July 3, 2012 (the “Asia Tone Acquisition Date”), the Company acquired certain assets and operations of Asia Tone, a privately-owned companyheadquartered in Hong Kong, for gross cash consideration of $230,500,000 (the “Asia Tone Acquisition”). The Company agreed to pay net cashconsideration of approximately $202,445,000 as a result of adjustments to the purchase price included in the purchase and sale agreement. Asia Toneoperated six data centers and one disaster recovery center in Hong Kong, Shanghai and Singapore. The Asia Tone Acquisition included one data center underconstruction in Shanghai at the date of the acquisition. The combined company operates under the Equinix name.The Company included Asia Tone’s results of operations from July 4, 2012 and the estimated fair value of assets acquired and liabilities assumed in itsconsolidated balance sheets beginning July 3, 2012. The Company incurred acquisition costs of $4,887,000 for the year ended December 31, 2012 related tothe Asia Tone Acquisition. F-19Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Purchase Price AllocationThe Asia Tone Acquisition was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the totalpurchase price was allocated to Asia Tone’s net tangible and intangible assets based upon their fair value as of the Asia Tone Acquisition Date. Based uponthe purchase price and the valuation of Asia Tone, the purchase price allocation was as follows (in thousands): Accounts receivable $1,595 Other current assets 595 Property, plant and equipment 142,450 Goodwill 115,223 Intangible assets 29,155 Other non-current assets 784 Total assets acquired 289,802 Accounts payable and accrued expenses (1,304) Accrued property, plant and equipment (27,031) Loans payable (20,661) Capital leases and other financing obligations (10,630) Other current liabilities (3,666) Deferred tax liabilities (15,190) Other non-current liabilities (8,875) Net assets acquired $202,445 The following table presents certain information on the acquired identifiable intangible assets (dollars in thousands): Intangible assets Fair value Estimateduseful lives(years) Weighted-averageestimated usefullives (years) Customer contracts $14,900 6 – 20 17.2 Customer relationships 13,800 7 – 11 8.7 Other 455 2 – 5 4.0 The fair value of customer contracts and customer relationships was estimated by applying an income approach. The fair value was determined bycalculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Companyapplied a weighted-average discount rate of approximately 14.4%, which reflected the nature of the assets as it relates to the estimated future operating cashflows. Other significant assumptions used to estimate the fair value of the customer contracts and customer relationships include projected revenue growth,customer attrition rates, sales and marketing expenses and operating margins. The fair value of the other acquired identifiable intangible assets wereestimated by applying an income or cost approach as appropriate. The fair value measurements were based on significant inputs that are not observable in themarket and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.The Company determined the fair value of the loans payable assumed in the Asia Tone Acquisition by estimating Asia Tone’s debt rating and reviewedmarket data with a similar debt rating and other characteristics of the debt, including the maturity date and security type. The book value of Asia Tone’s loanspayable approximated their fair value as of the Asia Tone Acquisition Date. During the year ended December 31, 2012, the Company prepaid and terminatedthese loans payable. F-20Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The goodwill is not expectedto be deductible for local tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually. Goodwill recorded as a result ofthe Asia Tone Acquisition is attributable to the Company’s Asia-Pacific reportable segment (see Note 16) and reporting unit (see Note 5).For the year ended December 31, 2012, Asia Tone recognized revenues of $23,083,000 and had net income of $1,604,000, which were included in theCompany’s consolidated statements of operations.ancotel AcquisitionOn July 2, 2012 (the “ancotel Acquisition Date”), the Company acquired 100% of the issued and outstanding share capital of ancotel, a privately-owned company headquartered in Frankfurt, Germany, for cash consideration of approximately $85,714,000 (the “ancotel Acquisition”). ancotel operatesone data center in Frankfurt and edge nodes in Hong Kong and London. The combined company operates under the Equinix name.The Company included ancotel’s results of operations from July 3, 2012 and the estimated fair value of assets acquired and liabilities assumed in itsconsolidated balance sheets beginning July 2, 2012. The Company incurred acquisition costs of approximately $1,365,000 for the year ended December 31,2012 related to the ancotel Acquisition.Purchase Price AllocationThe ancotel Acquisition was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the totalpurchase price was allocated to ancotel’s net tangible and intangible assets based upon their fair value as of the ancotel Acquisition Date. Based upon thepurchase price and the valuation of ancotel, the purchase price allocation was as follows (in thousands): Cash and cash equivalents $1,478 Accounts receivable 332 Other current assets 2,702 Property, plant and equipment 17,460 Goodwill 55,689 Intangible assets 42,781 Other non-current assets 381 Total assets acquired 120,823 Accounts payable and accrued expenses (5,310) Accrued property, plant and equipment (1,216) Current portion of loans payable (2,548) Capital leases and other financing obligations (5,516) Other current liabilities (5,035) Deferred tax liabilities (13,280) Other non-current liabilities (2,204) Net assets acquired $85,714 F-21Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents certain information on the acquired identifiable intangible assets (dollars in thousands): Intangible assets Fair value Estimateduseful lives(years) Weighted-averageestimated usefullives (years)Customer contracts $38,604 7 7.0Trade names 4,177 5 – 10 9.4The fair value of customer contracts was estimated by applying an income approach. The fair value was determined by calculating the present value ofestimated future operating cash flows generated by existing customer relationships less costs to realize the revenue. The Company applied a discount rate ofapproximately 12.8%, which reflected the nature of the assets as it relates to the estimated future operating cash flows. Other significant assumptions used toestimate the fair value of the customer contracts include projected revenue growth, customer attrition rates, sales and marketing expenses and operatingmargins. The fair value of trade names were estimated using the income approach. The fair value measurements were based on significant inputs that are notobservable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.The Company determined the fair value of the loans payable assumed in the ancotel Acquisition by estimating ancotel’s debt rating and reviewingmarket data with a similar debt rating and other characteristics of the debt, including the maturity date and security type. The book value of ancotel’s loanspayable approximated their fair value as of the ancotel Acquisition Date. During the three months ended September 30, 2012, the Company prepaid andterminated these loans payable.Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The goodwill is not expectedto be deductible for local tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually. Goodwill recorded as a result ofthe ancotel Acquisition is attributable to the Company’s EMEA reportable segment (see Note 16) and reporting unit (see Note 5).For the year ended December 31, 2012, ancotel recognized revenues of $11,494,000 and had a net loss of $3,281,000, which were included in theCompany’s consolidated statements of operations.ALOG AcquisitionOn April 25, 2011 (the “ALOG Acquisition Date”), the Company and RW Brasil Fundo de Investimento em Participações, a subsidiary of RiverwoodCapital L.P. (“Riverwood”), completed the acquisition of approximately 90% of the outstanding capital stock of ALOG Data Centers do Brasil S.A.(“ALOG”). As a result, the Company acquired an approximate 53% controlling equity interest in ALOG (the “ALOG Acquisition”).In July 2014, the Company and Riverwood entered into a purchase and sale agreement in which the Company acquired Riverwood’s interest in ALOGand the approximate 10% of ALOG owned by ALOG management, which resulted in the Company owning 100% of ALOG. The net purchase price of$225,629,000 consisted of: (i) $216,484,000 of cash paid to Riverwood and ALOG management to acquire their interests in ALOG, (ii) $8,459,000 of cashpaid for the common shares of ALOG related to vested and outstanding stock options to purchase common shares of ALOG that were held by ALOGemployees and (iii) $686,000 for the assumption of Riverwood’s portion of the contingent consideration in connection with the acquisition of ALOG in2011. The cash portion of the purchase price was paid on the closing date in July 2014. The net increase in the redemption value of the redeemable non-controlling interests of $90,966,000 and transaction costs of $1,333,000 were recorded in additional paid-in capital during the year ended December 31,2014. F-22Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Unaudited Pro Forma Combined Consolidated Statements of OperationsThe following unaudited pro forma combined consolidated financial information has been prepared by the Company using the acquisition method ofaccounting to give effect to the Frankfurt Kleyer 90 Carrier Hotel Acquisition as though the acquisition occurred on January 1, 2012 and the Asia Tone andancotel acquisitions as though the acquisitions occurred on January 1, 2011. The unaudited pro forma combined consolidated financial information reflectcertain adjustments, such as additional depreciation and amortization expense on assets acquired. These pro forma statements were prepared as if theacquisitions had been completed as of the beginning of each period presented.The unaudited pro forma combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative ofthe results of operations that would have actually been reported had the acquisitions occurred on the above dates, nor is it necessarily indicative of the futureresults of operations of the combined company.The following table sets forth the unaudited pro forma consolidated combined results of operations for the years ended December 31 (in thousands): 2013 2012 Revenues $2,158,415 $1,921,995 Net income attributable to Equinix 96,811 139,735 3. Earnings Per ShareThe following table sets forth the computation of basic and diluted EPS for the years ended December 31 (in thousands, except per share amounts): Years ended December 31, 2014 2013 2012 Net income (loss) from continuing operations $(260,726) $96,123 $130,058 Net (income) loss attributable to redeemable non-controlling interests 1,179 (1,438) (3,116) Net income (loss) from continuing operations attributable to Equinix, basic (259,547) 94,685 126,942 Effect of assumed conversion of convertible debt: Interest expense, net of tax — — 6,789 Net income (loss) from continuing operations attributable to Equinix, diluted $(259,547) $94,685 $133,731 Weighted-average shares used to calculate basic EPS 52,359 49,438 48,004 Effect of dilutive securities: Convertible debt — — 2,945 Employee equity awards — 678 867 Total dilutive potential shares — 678 3,812 Weighted-average shares used to calculate diluted EPS 52,359 50,116 51,816 EPS from continuing operations attributable to Equinix: Basic EPS $(4.96) $1.92 $2.65 Diluted EPS $(4.96) $1.89 $2.58 F-23Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table sets forth potential shares of common stock that are not included in the diluted EPS calculation above because to do so would beanti-dilutive for the years ended December 31 (in thousands): 2014 2013 2012 Shares related to the potential conversion of 2.50% convertible subordinated notes — — 652 Shares related to the potential conversion of 3.00% convertible subordinated notes 861 3,613 — Shares related to the potential conversion of 4.75% convertible subordinated notes 2,824 4,432 4,432 Common stock related to employee equity awards 1,820 254 113 5,505 8,299 5,197 4. Discontinued OperationsIn August 2012, the Company entered into an agreement to sell 16 of the Company’s IBX data centers located throughout the U.S. to an investmentgroup including 365 Main, Crosslink Capital, Housatonic Partners and Brightwood Capital for net proceeds of $76,458,000 (the “Divestiture”). TheDivestiture closed in November 2012. Nine of the 16 data centers were in markets that the Company exited with the close of the Divestiture. Those marketsinclude Buffalo, Cleveland, Detroit, Indianapolis, Nashville, Phoenix, Pittsburg, St. Louis and Tampa. The remaining seven data centers were in marketswhere the Company retains a presence. Those markets include Chicago, Dallas, New York, Philadelphia, Seattle, Silicon Valley and the Washington D.C.metro area. Subsequent to the close of the Divestiture, the investment group runs and manages the 16 IBX data centers.The Company’s consolidated statements of operations have been reclassified to reflect its discontinued operations associated with the 16 IBX datacenters for all applicable periods presented. The Company’s operating results from its discontinued operations, which includes the results of operationssubsequent to April 30, 2010, the acquisition date of the 16 IBX data centers, through November 1, 2012, the closing date of the Divestiture, consisted of thefollowing for the year ended December 31 (in thousands): 2012 Revenues $29,640 Cost of revenues (23,956) Operating expenses (3,422) Income taxes (1,028) Gain on sale of discontinued operations, net of tax of $13,973 11,852 Net income from discontinued operations $13,086 F-24Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 5. Balance Sheet ComponentsCash, Cash Equivalents and Short-Term and Long-Term InvestmentsCash, cash equivalents and short-term and long-term investments consisted of the following as of December 31 (in thousands): 2014 2013 Cash and cash equivalents: Cash (1) $207,953 $186,007 Cash equivalents: Money market funds 402,964 74,787 Commercial paper — 1,100 Total cash and cash equivalents 610,917 261,894 U.S. government securities 336,440 305,021 U.S. government agency securities 192,955 125,917 Corporate bonds — 190,177 Certificates of deposit 439 76,152 Asset-backed securities — 68,938 Commercial paper — 1,993 Total marketable securities 529,834 768,198 Total cash, cash equivalents and short-term and long-terminvestments $1,140,751 $1,030,092 (1)Excludes restricted cash.As of December 31, 2014 and 2013, cash and cash equivalents included investments which were readily convertible to cash and had original maturitydates of 90 days or less. The maturities of securities classified as short-term investments were one year or less as of December 31, 2014 and 2013. Thematurities of securities classified as long-term investments were greater than one year and less than three years as of December 31, 2014 and 2013.The following table summarizes the cost and estimated fair value of marketable securities based on stated effective maturities as of December 31 (inthousands): 2014 2013 AmortizedCost Fair Value AmortizedCost Fair Value Due within one year $529,567 $529,395 $369,698 $369,808 Due after one year through three years 439 439 398,200 398,390 $530,006 $529,834 $767,898 $768,198 F-25Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) As of December 31, 2014, the Company’s net unrealized gains (losses) on its available-for-sale securities were comprised of the following (inthousands): AmortizedCost Grossunrealizedgains Grossunrealizedlosses Fair Value U.S. government securities $336,561 $45 $(166) $336,440 U.S. government agency securities 193,006 30 (81) 192,955 Certificates of deposit 439 — — 439 $530,006 $75 $(247) $529,834 None of the securities held at December 31, 2014 were other-than-temporarily impaired.While certain marketable securities carry unrealized losses, the Company expects that it will receive both principal and interest according to the statedterms of each of the securities and that the increase or decline in market value is primarily due to changes in the interest rate environment from the time thesecurities were purchased as compared to interest rates at December 31, 2014.As of December 31, 2013, the Company’s net unrealized gains (losses) on its available-for-sale securities were comprised of the following (inthousands): AmortizedCost Grossunrealizedgains Grossunrealizedlosses Fair Value U.S. government securities $304,897 $131 $(7) $305,021 U.S. government agency securities 125,904 35 (22) 125,917 Corporate bonds 190,068 149 (40) 190,177 Certificates of deposit 76,126 27 (1) 76,152 Asset-backed securities 68,914 33 (9) 68,938 Commercial paper 1,989 4 — 1,993 Total $767,898 $379 $(79) $768,198 None of the securities held at December 31, 2013 were other-than-temporarily impaired.Accounts ReceivableAccounts receivable, net, consisted of the following as of December 31 (in thousands): 2014 2013 Accounts receivable $272,036 $323,822 Unearned revenue — (132,342) Allowance for doubtful accounts (9,466) (6,640) $262,570 $184,840 Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. Before July 2014, the Company generally invoicedits customers at the end of a calendar month for services to be provided the following month. Accordingly, unearned revenue consisted of pre-billing forservices that have not F-26Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) yet been provided, but which have been billed to customers in advance in accordance with the terms of their contracts. As of July 2014, the Companychanged its billing process and no longer invoices its customers at the end of a calendar month for services to be provided the following month. As a result,the Company’s gross accounts receivable and unearned revenue have decreased.The following table summarizes the activity of the Company’s allowance for doubtful accounts (in thousands): Balance as of December 31, 2011 $4,635 Provision for allowance for doubtful accounts 4,186 Net recoveries (write-offs) (5,127) Impact of foreign currency exchange 22 Balance as of December 31, 2012 3,716 Provision for allowance for doubtful accounts 5,819 Net recoveries (write-offs) (2,833) Impact of foreign currency exchange (62) Balance as of December 31, 2013 6,640 Provision for allowance for doubtful accounts 7,093 Net recoveries (write-offs) (3,825) Impact of foreign currency exchange (442) Balance as of December 31, 2014 $9,466 Other Current AssetsOther current assets consisted of the following as of December 31 (in thousands): 2014 2013 Prepaid expenses $29,501 $26,578 Taxes receivable 17,071 21,584 Deferred tax assets, net 6,579 7,442 Other receivables 2,324 4,181 Derivative instruments 17,732 4,457 Restricted cash, current 3,057 3,210 Other current assets 11,797 4,666 $88,061 $72,118 F-27Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Property, Plant and EquipmentProperty, plant and equipment consisted of the following as of December 31 (in thousands): 2014 2013 Core systems (1) $3,252,569 $3,071,151 Buildings (2) 2,074,382 1,885,895 Leasehold improvements 1,053,451 1,033,830 Construction in progress 460,259 219,386 Personal Property (3) 387,909 260,774 Land 160,035 146,903 7,388,605 6,617,940 Less accumulated depreciation (2,390,335) (2,026,290) $4,998,270 $4,591,650 (1)IBX plant and machinery and IBX equipment, which were presented separately as of December 31, 2013, were primarily reclassified to core systems toconform to the consolidated financial statement presentation as of December 31, 2014.(2)Includes site improvements.(3)Computer equipment and software and furniture and fixtures, which were presented separately as of December 31, 2013, were reclassified to personalproperty to conform to the consolidated financial statement presentation as of December 31, 2014.Core systems, buildings, leasehold improvements, personal property and construction in progress recorded under capital leases aggregated$585,288,000 and $428,974,000 as of December 31, 2014 and 2013, respectively. Amortization on the assets recorded under capital leases is included indepreciation expense and accumulated depreciation on such assets totaled $83,291,000 and $56,041,000 as of December 31, 2014 and 2013, respectively.During the year ended December 31, 2012, the Company recorded impairment charges related to its property, plant and equipment (see Note 1,“Impairment of Long-Lived Assets”). F-28Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Goodwill and Other IntangiblesGoodwill and other intangible assets, net, consisted of the following as of December 31 (in thousands): 2014 2013 Goodwill: Americas $463,902 $471,845 EMEA 404,093 435,041 Asia-Pacific 134,134 135,267 $1,002,129 $1,042,153 2014 2013 Intangible assets: Intangible asset—customer contracts $220,674 $233,038 Intangible assets—favorable leases 24,300 25,147 Intangible asset—licenses 9,697 9,697 Intangible asset—others 8,132 8,859 262,803 276,741 Accumulated amortization—customer contracts (102,074) (81,520) Accumulated amortization—favorable leases (7,656) (6,416) Accumulated amortization—licenses (1,294) (646) Accumulated amortization—others (4,252) (3,977) (115,276) (92,559) $147,527 $184,182 Changes in the carrying amount of goodwill by geographic regions are as follows (in thousands): Americas EMEA Asia-Pacific Total Balance as of December 31, 2012 $482,765 $423,529 $136,270 $1,042,564 Purchase accounting adjustments — 932 (279) 653 Impact of foreign currency exchange (10,920) 10,580 (724) (1,064) Balance as of December 31, 2013 471,845 435,041 135,267 1,042,153 Impact of foreign currency exchange (7,943) (30,948) (1,133) (40,024) Balance as of December 31, 2014 $463,902 $404,093 $134,134 $1,002,129 F-29Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Changes in the net book value of intangible assets by geographic regions are as follows (in thousands): Americas EMEA Asia-Pacific Total Balance as of December 31, 2011 $111,549 $37,086 $— $148,635 Asia Tone acquisition (see Note 2) — — 29,155 29,155 ancotel acquisition (see Note 2) — 42,781 — 42,781 Dubai IBX Center acquisition (see Note 2) — 9,400 — 9,400 Written-off in sale of discontinued operations (5,913) — — (5,913) Impairment charge (2,832) — — (2,832) Amortization of intangibles (13,722) (8,246) (1,607) (23,575) Impact of foreign currency exchange 385 3,165 361 3,911 Balance as of December 31, 2012 89,467 84,186 27,909 201,562 Frankfurt Kleyer 90 Carrier Hotel acquisition (see Note 2) — 10,010 — 10,010 New York IBX Center purchase 1,100 — — 1,100 Adjustments — (2,070) — (2,070) Amortization of intangibles (12,604) (11,613) (2,810) (27,027) Impact of foreign currency exchange (1,739) 2,196 150 607 Balance as of December 31, 2013 76,224 82,709 25,249 184,182 Amortization of intangibles (12,257) (12,795) (2,704) (27,756) Impact of foreign currency exchange (1,013) (7,729) (157) (8,899) Balance as of December 31, 2014 $62,954 $62,185 $22,388 $147,527 The Company’s goodwill and intangible assets in EMEA, denominated in the United Arab Emirates dirham, British pounds and Euros, goodwill andintangible assets in Asia-Pacific, denominated in Singapore dollars, Hong Kong dollars and Chinese yuan and certain goodwill and intangibles in Americas,denominated in Canadian dollars and Brazilian reais, are subject to foreign currency fluctuations. The Company’s foreign currency translation gains andlosses, including goodwill and intangibles, are a component of other comprehensive income and loss.Estimated future amortization expense related to these intangibles is as follows (in thousands): Year ending: 2015 $27,338 2016 26,918 2017 25,579 2018 22,777 2019 17,489 Thereafter 27,426 $147,527 F-30Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Other AssetsOther assets consisted of the following as of December 31 (in thousands): 2014 2013 Deferred tax assets, net $45,134 $229,975 Prepaid expenses, non-current 37,006 61,039 Debt issuance costs, net 44,477 41,847 Deposits 26,068 25,543 Restricted cash, non-current 14,060 16,178 Derivative instruments 5,007 4,118 Other assets, non-current 6,373 8,624 $178,125 $387,324 The decrease in deferred tax assets, net was primarily due to the de-recognition of the deferred tax assets and liabilities of the Company’s U.S.operations included in the REIT structure, excluding the deferred tax liabilities associated with the depreciation and amortization recapture expected in2015. The de-recognition of the deferred tax assets and liabilities the REIT’s U.S. operations occurred because the expected recovery or settlement of therelated assets and liabilities will not result in deductible or taxable amounts in any post-REIT conversion periods. The reassessment of the deferred tax assetsand liabilities of the Company’s U.S. operations included in the REIT structure was performed in December 2014, when the Company’s Board of Directorsformally approved the Company’s conversion to a REIT effective January 1, 2015.Accounts Payable and Accrued ExpensesAccounts payable and accrued expenses consisted of the following as of December 31 (in thousands): 2014 2013 Accounts payable $30,221 $30,291 Accrued compensation and benefits 115,184 92,106 Accrued interest 29,116 48,310 Accrued taxes (1) 41,295 32,047 Accrued utilities and security 31,531 31,314 Accrued professional fees 8,148 9,753 Accrued repairs and maintenance 4,086 3,557 Accrued other 26,215 15,845 $285,796 $263,223 (1)Includes income taxes payable of $21,941,000 and $5,995,000, respectively, as of December 31, 2014 and 2013. F-31Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Other Current LiabilitiesOther current liabilities consisted of the following as of December 31 (in thousands): 2014 2013 Deferred tax liabilities, net $83,264 $72,004 Deferred installation revenue 48,707 43,145 Customer deposits 13,492 15,174 Derivative instruments 810 6,515 Deferred recurring revenue 6,879 5,007 Deferred rent 2,675 3,865 Dividends payable 4,559 — Asset retirement obligations 945 1,290 Other current liabilities 1,333 958 $162,664 $147,958 Other LiabilitiesOther liabilities consisted of the following as of December 31 (in thousands): 2014 2013 Asset retirement obligations, non-current $63,913 $58,258 Deferred tax liabilities, net 69,212 69,812 Deferred installation revenue, non-current 76,744 60,947 Deferred rent, non-current 52,968 37,955 Accrued taxes, non-current 24,726 27,052 Dividends payable, non-current 4,972 — Customer deposits, non-current 4,618 5,005 Deferred recurring revenue, non-current 445 2,082 Other liabilities 7,366 13,844 $304,964 $274,955 F-32Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table summarizes the activity of the Company’s asset retirement obligation liability (in thousands): Asset retirement obligations as of December 31, 2011 $56,587 Additions (1) 14,879 Adjustments 252 Accretion expense 2,980 Written-off in sale of discontinued operations (12,314) Impact of foreign currency exchange 766 Asset retirement obligations as of December 31, 2012 63,150 Additions 8,713 Adjustments (2) (14,874) Accretion expense 2,932 Impact of foreign currency exchange (373) Asset retirement obligations as of December 31, 2013 59,548 Additions 5,774 Adjustments (871) Accretion expense 2,438 Impact of foreign currency exchange (2,031) Asset retirement obligations as of December 31, 2014 $64,858 (1)Includes $5,795 assumed in connection with the ancotel and Asia Tone acquisitions. (2)Reversal of asset retirement obligations associated with leases that were amended.6. Derivatives and Hedging InstrumentsDerivatives Designated as Hedging InstrumentsCash Flow Hedges. During the fourth quarter of 2013, the Company initiated a program to hedge its exposure to foreign currency exchange ratefluctuations for forecasted revenues and expenses in its EMEA region in order to help manage the Company’s exposure to foreign currency exchange ratefluctuations between the U.S. dollar and the British Pound, Euro and Swiss Franc. The foreign currency forward contracts that the Company uses to hedge thisexposure are designated as cash flow hedges under the accounting standard for derivatives and hedging.As of December 31, 2014, the Company had a total of 65 cash flow hedge instruments with maturity dates ranging from January 2015 to January 2016as follows (in thousands): NotionalAmount FairValue (1) Accumulatedothercomprehensiveincome (loss) (2) Derivative assets $281,055 $8,404 $8,480 Derivative liabilities — — — $281,055 $8,404 $8,480 (1)All derivative assets related to cash flow hedges are included in the consolidated balance sheets within other current assets. (2)Included in the consolidated balance sheets within accumulated other comprehensive income (loss). F-33Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) As of December 31, 2013, the Company had a total of 69 cash flow hedge instruments with maturity dates ranging from January 2014 to January 2015as follows (in thousands): NotionalAmount FairValue (1) Accumulatedothercomprehensiveincome (loss) (2) Derivative assets $127,968 $2,102 $2,107 Derivative liabilities 200,686 (3,855) (3,857) $328,654 $(1,753) $(1,750) (1)A total of $2,099 and $3 of derivative assets related to cash flow hedges are included in the consolidated balance sheets within othercurrent assets and other assets, respectively. A total of $3,818 and $37 of derivative liabilities related to cash flow hedges are included inthe consolidated balance sheets within other current liabilities and other liabilities, respectively. (2)Included in the consolidated balance sheets within accumulated other comprehensive income (loss).During the years ended December 31, 2014 and 2013, the ineffective and excluded portions of cash flow hedges recognized in other income (expense)were not significant. During the year ended December 31, 2014, the amount of gains reclassified from accumulated other comprehensive income (loss) torevenue were $4,332,000 and the amount of losses reclassified from accumulated other comprehensive income (loss) to operating expenses were notsignificant. During the year ended December 31, 2013, the amount of gains (losses) reclassified from accumulated other comprehensive income (loss) torevenue and operating expenses were not significant. The Company did not enter into any cash flow hedges during the year ended December 31, 2012.Derivatives Not Designated as Hedging InstrumentsEmbedded Derivatives. The Company is deemed to have foreign currency forward contracts embedded in certain of the Company’s customeragreements that are priced in currencies different from the functional or local currencies of the parties involved. These embedded derivatives are separatedfrom their host contracts and carried on the Company’s balance sheet at their fair value. The majority of these embedded derivatives arise as a result of theCompany’s foreign subsidiaries pricing their customer contracts in the U.S. dollar. Gains and losses on these embedded derivatives are included withinrevenues in the Company’s consolidated statements of operations. During the years ended December 31, 2014 and 2013, the Company recognized a net gainof $3,807,000 and $4,836,000 associated with these embedded derivatives, respectively. During the year ended December 31, 2012, gains (losses) from theseembedded derivatives were not significant.Economic Hedges of Embedded Derivatives. The Company uses foreign currency forward contracts to help manage the foreign exchange riskassociated with the Company’s customer agreements that are priced in currencies different from the functional or local currencies of the parties involved(“economic hedges of embedded derivatives”). Foreign currency forward contracts represent agreements to exchange the currency of one country for thecurrency of another country at an agreed-upon price on an agreed-upon settlement date. Gains and losses on these contracts are included in revenues alongwith gains and losses of the related embedded derivatives. The Company entered into various economic hedges of embedded derivatives during the yearsended December 31, 2014 and 2013 and recognized a net loss of $2,602,000 and $4,497,000, respectively. The Company did not enter into any economichedges of embedded derivatives during the year ended December 31, 2012.Foreign Currency Forward Contracts. The Company also uses foreign currency forward contracts to manage the foreign exchange risk associated withcertain foreign currency-denominated assets and liabilities. As F-34Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) a result of foreign currency fluctuations, the U.S. dollar equivalent values of its foreign currency-denominated assets and liabilities change. Gains and losseson these contracts are included in other income (expense), net, along with the foreign currency gains and losses of the related foreign currency-denominatedassets and liabilities associated with these foreign currency forward contracts. The Company entered into various foreign currency forward contracts duringthe years ended December 31, 2014, 2013 and 2012 and recognized a net gain of $12,657,000 during the year ended December 31, 2014. Gains (losses) fromthese foreign currency forward contracts were not significant during the years ended December 31, 2013 and 2012.Offsetting Derivative Assets and LiabilitiesThe following table presents the fair value of derivative instruments recognized in the Company’s consolidated balance sheets as of December 31,2014 (in thousands): GrossAmounts amountsoffset in thebalance sheet Netamounts (1) Grossamountsnot offset inthe balancesheet (2) Net Assets: Designated as hedging instruments: Foreign currency forward contracts $8,404 $— $8,404 $— $8,404 Not designated as hedging instruments: Embedded derivatives 9,182 — 9,182 — 9,182 Foreign currency forward and option contracts 5,153 — 5,153 (138) 5,015 14,335 — 14,335 (138) 14,197 Additional netting benefit — — — (508) (508) $22,739 $— $22,739 $(646) $22,093 Liabilities: Designated as hedging instruments: Foreign currency forward contracts $— $— $— $— $— Not designated as hedging instruments: Embedded derivatives 4 — 4 — 4 Economic hedges of embedded derivatives 390 — 390 — 390 Foreign currency forward and option contracts 416 — 416 (138) 278 810 — 810 (138) 672 Additional netting benefit — — — (508) (508) $810 $— $810 $(646) $164 (1)As presented in the Company’s consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.(2)The Company enters into master netting agreements with its counterparties for transactions other than embedded derivatives to mitigate credit riskexposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in theevent of default. F-35Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents the fair value of derivative instruments recognized in the Company’s consolidated balance sheets as of December 31,2013 (in thousands): GrossAmounts Grossamountsoffset in thebalance sheet Netamounts (1) Grossamounts notoffset in thebalancesheet (2) Net Assets: Designated as hedging instruments: Foreign currency forward contracts $2,102 $— $2,102 $(2,102) $— Not designated as hedging instruments: Embedded derivatives 6,296 — 6,296 — 6,296 Foreign currency forward and option contra 177 — 177 (177) — 6,473 — 6,473 (177) 6,296 Additional netting benefit — — — — — $8,575 $— $8,575 $(2,279) $6,296 Liabilities: Designated as hedging instruments: Foreign currency forward contracts 3,855 — 3,855 (2,102) 1,753 Not designated as hedging instruments: Embedded derivatives 115 — 115 — 115 Economic hedges of embedded derivatives 1,315 — 1,315 — 1,315 Foreign currency forward and option contracts 1,289 — 1,289 (177) 1,112 Additional netting benefit — — — — — 2,719 — 2,719 (177) 2,542 $6,574 $— $6,574 $(2,279) $4,295 (1)As presented in the Company’s consolidated balance sheets within other current assets, other assets, other current liabilities and other liabilities.(2)The Company enters into master netting agreements with its counterparties for transactions other than embedded derivatives to mitigate credit riskexposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in theevent of default. F-36Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 7. Fair Value MeasurementsThe Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 were as follows (in thousands): Fair value atDecember 31,2014 Fair value measurement using Level 1 Level 2 Assets: Cash $207,953 $207,953 $— Money market and deposit accounts 402,964 402,964 — U.S. government securities 336,440 336,440 — U.S. government agency securities 192,955 — 192,955 Certificates of deposit 439 — 439 Derivative instruments (1) 22,739 — 22,739 $1,163,490 $947,357 $216,133 Liabilities: Derivative instruments (1) $810 $— $810 (1)Includes both foreign currency embedded derivatives and foreign currency forward contracts. Amounts are included within other current assets, otherassets, other current liabilities and other liabilities in the Company’s accompanying consolidated balance sheet.The Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2013 were as follows (in thousands): Fair value atDecember 31,2013 Fair value measurement using Level 1 Level 2 Assets: Cash $186,007 $186,007 $— Money market and deposit accounts 74,787 74,787 — U.S. government securities 305,021 305,021 — U.S. government agency securities 125,917 — 125,917 Corporate bonds 190,177 — 190,177 Certificates of deposit 76,152 — 76,152 Asset-backed securities 68,938 — 68,938 Commercial paper 3,093 — 3,093 Derivative instruments (1) 8,575 — 8,575 $1,038,667 $565,815 $472,852 Liabilities: Derivative instruments (1) $6,574 $— $6,574 (1)Includes embedded derivatives, foreign currency embedded derivatives and foreign currency forward contracts. Amounts are included within othercurrent assets, other current liabilities and other liabilities in the Company’s accompanying consolidated balance sheet.The Company did not have any Level 3 financial assets or financial liabilities during the years ended December 31, 2014 and 2013. F-37Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Valuation MethodsFair value estimates are made as of a specific point in time based on methods using the market approach valuation method which use prices and otherrelevant information generated by market transactions involving identical or comparable assets or liabilities or other valuation techniques. These techniquesinvolve uncertainties and are affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments,discount rates, estimates of future cash flows, future expected loss experience and other factors.Cash, Cash Equivalents and Investments. The fair value of the Company’s investments in money market funds approximates their face value. Suchinstruments are included in cash equivalents. The Company’s U.S. government securities and money market funds are classified within Level 1 of the fairvalue hierarchy because they are valued using quoted prices for identical instruments in active markets. The fair value of the Company’s other investmentsapproximate their face value, including certificates of deposit and available-for-sale debt investments related to the Company’s investments in the securitiesof other public companies, governmental units and other agencies. The fair value of these investments is priced based on the quoted market price for similarinstruments or nonbinding market prices that are corroborated by observable market data. Such instruments are classified within Level 2 of the fair valuehierarchy. The Company determines the fair values of its Level 2 investments by using inputs such as actual trade data, benchmark yields, broker/dealerquotes, and other similar data, which are obtained from quoted market prices, custody bank, third-party pricing vendors, or other sources. The Company usessuch pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made,during the periods presented, any material adjustments to such inputs. The Company is responsible for its consolidated financial statements and underlyingestimates.The Company uses the specific identification method in computing realized gains and losses. Realized gains and losses on the investments areincluded within other income (expense) in the Company’s consolidated statements of operations. Short-term and long-term investments are classified asavailable-for-sale and are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of other comprehensiveincome or loss, net of any related tax effect. The Company reviews its investment portfolio quarterly to determine if any securities may be other-than-temporarily impaired due to increased credit risk, changes in industry or sector of a certain instrument or ratings downgrades over an extended period of time.Derivative Assets and Liabilities. For derivatives, the Company uses forward contract models employing market observable inputs, such as spotcurrency rates and forward points with adjustments made to these values utilizing published credit default swap rates of its foreign exchange tradingcounterparties and other comparable companies. The Company has determined that the inputs used to value its derivatives fall within Level 2 of the fairvalue hierarchy, therefore the derivatives are categorized as Level 2.During the years ended December 31, 2014 and 2013, the Company did not have any nonfinancial assets or liabilities measured at fair value on arecurring basis.8. LeasesCapital Lease and Other Financing ObligationsThe Company’s capital lease and other financing obligations expire at various dates ranging from 2015 to 2053. The weighted average effectiveinterest rate of the Company’s capital lease and other financing obligations was 8.43% as of December 31, 2014. F-38Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company’s capital lease and other financing obligations are summarized as follows as of December 31, 2014 (dollars in thousands): Capital leaseobligations Otherfinancingobligations Total 2015 $58,983 $54,617 $113,600 2016 63,720 57,990 121,710 2017 64,290 61,343 125,633 2018 66,198 62,818 129,016 2019 67,793 60,943 128,736 Thereafter 839,465 535,928 1,375,393 Total minimum lease payments 1,160,449 833,639 1,994,088 Plus amount representing residual property value — 416,339 416,339 Less estimated building costs — (13,740) (13,740) Less amount representing interest (574,883) (632,400) (1,207,283) Present value of net minimum lease payments 585,566 603,838 1,189,404 Less current portion (12,629) (8,733) (21,362) $572,937 $595,105 $1,168,042 Tokyo 5 FinancingIn October 2014, the Company entered into a lease agreement for land and a building that the Company and the landlord would jointly develop tomeet its needs and which it would ultimately convert into a IBX data center in Tokyo, Japan metro area (the “Tokyo 5 Financing”). The Tokyo lease has alease term of 40 years, where the first 20 years is noncancelable, commencing from the date the landlord delivers the completed building to the Company.The Tokyo lease has a total cumulative minimum rent obligation of approximately $31,759,000, exclusive of renewal periods. The landlord beganconstruction of the building to the Company’s specifications in October 2014. Pursuant to the accounting standard for lessee’s involvement in assetconstruction, the Company is considered the owner of the building during the construction phase due to the building work that the landlord and theCompany are undertaking. As a result, as of December 31, 2014, the Company has recorded a building asset and a related financing liability totalingapproximately $746,000, while the underlying land is considered an operating lease. Monthly payments under the Tokyo lease will commence in November2015 and will be made through December 2035.Chicago 2 Capital LeaseIn August 2014, the Company entered into a lease amendment to extend the lease term of the Company’s Chicago 2 IBX data center (the “Chicago 2Lease”). The lease was originally accounted for as an operating lease. Pursuant to the accounting standard for leases, the Company reassessed the leaseclassification of the Chicago 2 Lease as a result of the lease amendment and determined that the lease should be accounted for as a capital lease (the“Chicago 2 Capital Lease”). The Company recorded a capital lease asset and liability totaling approximately $49,971,000 during the three months endedSeptember 30, 2014. Monthly payments under the Chicago 2 Capital Lease will be made through August 2030. F-39Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Hong Kong 2 FinancingIn July 2014, the Company took possession of additional space where the Company operates its Hong Kong 2 IBX data center. The lease agreementwas entered into in March 2014. Pursuant to the accounting standard for lessee’s involvement in asset construction, the Company is considered theaccounting owner of the assets during the construction phase due to the building work that the Company undertook. As a result, the Company recordedincremental financed assets and corresponding financing obligation liabilities totaling approximately $15,694,000 during the three months endedSeptember 30, 2014 (the “Hong Kong 2 Financing”). Monthly payments under the Hong Kong 2 IBX Financing will be made through June 2024.New York 1 Capital LeaseIn June 2014, the Company entered into a lease amendment to extend the lease term of the Company’s New York 1 IBX data center (the “New York 1Lease”). The lease was originally accounted for as an operating lease. Pursuant to the accounting standard for leases, the Company reassessed the leaseclassification of the New York 1 Lease as a result of the lease amendment and determined that the lease should be accounted for as a capital lease (the “NewYork 1 Capital Lease”). The Company recorded a capital lease asset totaling approximately $28,269,000 and a capital lease liability totaling approximately$28,490,000 during the three months ended June 30, 2014. Monthly payments under the New York 1 Capital Lease will be made through December 2029.Silicon Valley 2 Capital LeaseIn March 2014, the Company entered into a lease amendment to extend the lease term of the Company’s Silicon Valley 2 IBX data center (the “SiliconValley 2 Lease”). The lease was originally accounted for as an operating lease. Pursuant to the accounting standard for leases, the Company reassessed thelease classification of the Silicon Valley 2 Lease as a result of the lease amendment and determined that upon the amendment the lease should be accountedfor as a capital lease (the “Silicon Valley 2 Capital Lease”). The Company recorded a capital lease asset totaling approximately $81,542,000 and a capitallease liability totaling approximately $82,000,000 during the three months ended March 31, 2014. Monthly payments under the Silicon Valley 2 CapitalLease commenced in March 2014 and will be made through September 2029. The Company has certain renewal options available after September 2029,which have not been included in the lease term.Dallas IBX FinancingIn January and April 2014, the Company took possession of additional space under the terms of an existing lease agreement and a lease amendment ina property in Dallas where the Company operates its Dallas 1, Dallas 2, Dallas 3 and Dallas 6 IBX data centers. Pursuant to the accounting standard forlessee’s involvement in asset construction, the Company is considered the accounting owner of the assets during the construction phase due to the buildingwork that the Company undertook. As a result, the Company recorded incremental financed assets and corresponding financing obligation liabilities totalingapproximately $28,089,000 during the three months ended June 30, 2014 and $13,908,000 during the three months ended March 31, 2014 (the “Dallas IBXFinancing”). Monthly payments under the Dallas IBX Financing will be made through December 2029.Operating LeasesThe Company also leases its IBX data centers and certain equipment under noncancelable operating lease agreements. The majority of the Company’soperating leases for its land and IBX data centers expire at various dates through 2053 with renewal options available to the Company. The lease agreementstypically provide for base rental rates that increase at defined intervals during the term of the lease. In addition, the Company has F-40Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) negotiated some rent expense abatement periods for certain leases to better match the phased build out of its IBX data centers. The Company accounts forsuch abatements and increasing base rentals using the straight-line method over the life of the lease. The difference between the straight-line expense and thecash payment is recorded as deferred rent (see Note 5, “Other Current Liabilities” and “Other Liabilities”).Minimum future operating lease payments as of December 31, 2014 are summarized as follows (in thousands): Year ending: 2015 $93,376 2016 93,292 2017 88,575 2018 83,399 2019 77,694 Thereafter 557,004 Total $993,340 Total rent expense was approximately $105,391,000, $112,704,000 and $113,338,000 for the years ended December 31, 2014, 2013 and 2012,respectively.9. Debt FacilitiesMortgage and Loans PayableThe Company’s mortgage and loans payable consisted of the following as of December 31 (in thousands): 2014 2013 Term loans $500,000 $140,000 ALOG financings 56,863 67,882 Mortgage payable 34,851 40,825 Other loans payable 1,757 1,829 593,471 250,536 Less the amount representing debt discount (1,600) — Add the amount representing mortgage premium 2,281 2,672 594,152 253,208 Less current portion (59,466) (53,508) $534,686 $199,700 Senior Credit FacilityIn December 2014, the Company entered into a credit agreement with a group of lenders for a $1,500,000,000 credit facility (“Senior Credit Facility”),comprised of a $1,000,000,000 multicurrency revolving credit facility (“revolving credit facility”) and a $500,000,000 multicurrency term loan facility(“term loan facility”). The Senior Credit Facility contains two financial covenants with which the Company must comply on a quarterly basis, including amaximum consolidated net lease adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio. The Senior Credit Facility is guaranteedby certain of the Company’s domestic subsidiaries and is secured by its domestic accounts receivable as well as pledges of the equity interest F-41Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) of certain of the Company’s direct and indirect subsidiaries. The revolving credit facility and the term loan facility both have a five-year term, maturing onDecember 17, 2019, subject to the satisfaction of certain conditions with respect to the Company’s outstanding convertible subordinated notes. TheCompany may use the remaining Senior Credit Facility for working capital, capital expenditures and other corporate purpose.The Company is required to repay the term loan facility in quarterly installments in the amount of $10,000,000 per quarter, with a balloon payment of$300,000,000 at the end of the term. The term loan bears interest at a rate based on LIBOR or, at the Company’s option, the base rate, which is defined as thehighest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Bank of America prime rate and (c) one-month LIBOR plus, in either case, a margin that varies asa function of the Company’s consolidated net lease adjusted leverage ratio that ranges between 1.25% and 1.75% per annum if the Company elects to use theLIBOR index and in the range of 0.25% to 0.75% per annum if the Company elects to use the base rate index. In December 2014, the Company utilized$110,740,000 of the term loan facility to repay the remaining principal of the U.S. term loan as well as fees and interest.The revolving credit facility allows the Company to borrow, repay and reborrow over the term. The revolving credit facility provides a sublimit for theissuance of letters of credit of up to $150,000,000 at any one time. Borrowings under the revolving credit facility bear interest at a rate based on LIBOR or, atthe Company’s option, the base rate, as defined above, plus, in either case, a margin that varies as a function of its consolidated net lease adjusted leverageratio that ranges between 1.00% and 1.40% per annum if the Company elects to use the LIBOR index and in the range of 0.25% to 0.75% per annum if theCompany elects to use the base rate index. The Company is required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which feeis based on the same margin that applies from time to time to LIBOR-indexed borrowings under the revolving credit line. The Company is also required topay a quarterly facility fee ranging from 0.25% to 0.35% per annum of the revolving credit facility, regardless of the amount utilized, which fee also varies asa function of our consolidated net lease adjusted leverage ratio. In December 2014, the outstanding letters of credit issued under the U.S. revolving credit line(see below) were assumed under the revolving credit facility and the U.S. revolving credit line was terminated.As of December 31, 2014, the Company had $500,000,000 outstanding under the term loan facility with an effective interest rate of 1.66% per annum.As of December 31, 2014, the Company had 26 irrevocable letters of credit totaling $43,330,000 issued and outstanding under the revolving credit facility.As a result, the amount available to the Company to borrow under the revolving credit facility was $956,670,000 as of December 31, 2014. As ofDecember 31, 2014, the Company was in compliance with all covenants of the Senior Credit Facility. Debt issuance costs related to the Senior Credit Facilityfinancing, net of amortization, were $10,159,000 as of December 31, 2014.U.S. FinancingIn June 2012, the Company entered into a credit agreement with a group of lenders for a $750,000,000 credit facility (the “U.S. Financing”), comprisedof a $200,000,000 term loan facility (the “U.S. Term Loan”) and a $550,000,000 multicurrency revolving credit facility (the “U.S. Revolving Credit Line”).The U.S. Term Loan bore interest at a rate based on LIBOR or, at the option of the Company, the Base Rate (defined as the highest of (a) the Federal FundsRate plus 1/2 of 1%, (b) the Bank of America prime rate and (c) one-month LIBOR plus 1.00%) plus, in either case, a margin that varies as a function of theCompany’s senior leverage ratio in the range of 1.25%-2.00% per annum if the Company elects to use the LIBOR index and in the range of 0.25%-1.00% perannum if the Company elected to use the Base Rate index. In July 2012, the Company fully utilized the U.S. Term Loan and used the funds to prepay theoutstanding balance of and terminate a multi-currency credit facility in the Company’s Asia-Pacific region. Borrowings under the U.S. Revolving Credit Linebore interest at a rate F-42Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) based on LIBOR or, at the option of the Company, the Base Rate (defined above) plus, in either case, a margin that varies as a function of the Company’ssenior leverage ratio in the range of 0.95%-1.60% per annum if the Company elected to use the LIBOR index and in the range of 0.00%-0.60% per annum ifthe Company elected to use the Base Rate index. The Company was required to pay a quarterly letter of credit fee on the face amount of each letter of credit,which fee was based on the same margin that applies from time to time to LIBOR-indexed borrowings under the U.S. Revolving Credit Line. The Companywas also required to pay a quarterly facility fee ranging from 0.30%-0.40% per annum of the U.S. Revolving Credit Line (regardless of the amount utilized),which fee also varied as a function of the Company’s senior leverage ratio. In June 2012, the outstanding letters of credit issued under an existing revolvingcredit facility were replaced by the U.S. Revolving Credit Line and the existing revolving credit facility was terminated.In December 2014, the Company paid down the remaining principal of U.S. Term Loan of $110,000,000 and replaced the U.S. Revolving Credit Linewith the revolving credit facility (see above). As a result, the Company recorded a loss on debt extinguishment of $2,534,000.ALOG FinancingsIn November 2013, ALOG completed a 60,318,000 Brazilian real borrowing agreement, or approximately $25,536,000 (the “2013 ALOGFinancing”). The 2013 ALOG Financing has a five-year term with semi-annual principal payments beginning in the third year of its term and semi-annualinterest payments during the entire term. The 2013 ALOG Financing bears an interest rate of 2.25% above the local borrowing rate. The 2013 ALOGFinancing contains financial covenants, which ALOG must comply with annually, consisting of a leverage ratio and a fixed charge coverage ratio. As ofDecember 31, 2014, the Company was in compliance with all financial covenants under the 2013 ALOG Financing. The 2013 ALOG Financing is notguaranteed by ALOG or the Company. The 2013 ALOG Financing is not secured by ALOG’s or the Company’s assets. The 2013 ALOG Financing has a finalmaturity date of November 2018. During the three months ended December 31, 2013, ALOG fully utilized the 2013 ALOG Financing. As of December 31,2014, the effective interest rate under the 2013 ALOG Financing was 13.82% per annum.In June 2012, ALOG completed a 100,000,000 Brazilian real borrowing agreement, or approximately $48,807,000 (the “2012 ALOG Financing”). The2012 ALOG Financing has a five-year term with semi-annual principal payments beginning in the third year of its term and quarterly interest paymentsduring the entire term. The 2012 ALOG Financing bears an interest rate of 2.75% above the local borrowing rate. The 2012 ALOG Financing containsfinancial covenants, which ALOG must comply with annually, consisting of a leverage ratio and a fixed charge coverage ratio. As of December 31, 2014, theCompany was in compliance with all financial covenants under the 2012 ALOG Financing. The 2012 ALOG Financing is not guaranteed by ALOG or theCompany. The 2012 ALOG Financing is not secured by ALOG’s or the Company’s assets. The 2012 ALOG Financing has a final maturity date of June 2017.During the three months ended September 30, 2012, ALOG fully utilized the 2012 ALOG Financing and used a portion of the funds to prepay and terminateALOG loans payable outstanding. As of December 31, 2014, the effective interest rate under the 2012 ALOG Financing was 14.32% per annum.Mortgage PayableIn October 2013, as a result of the Frankfurt Kleyer 90 Carrier Hotel Acquisition, the Company assumed a mortgage payable of $42,906,000 (see Note2) with an effective interest rate of 4.25%. The mortgage payable has monthly principal and interest payments and has an expiration date of August 2022. F-43Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Convertible DebtThe Company’s convertible debt consisted of the following as of December 31 (in thousands): 2014 2013 3.00% Convertible Subordinated Notes $— $395,986 4.75% Convertible Subordinated Notes 157,885 373,724 157,885 769,710 Less amount representing debt discount (12,032) (45,508) $145,853 $724,202 3.00% Convertible Subordinated NotesIn September 2007, the Company issued $395,986,000 aggregate principal amount of 3.00% Convertible Subordinated Notes due October 15, 2014(the “3.00% Convertible Subordinated Notes”). Interest is payable semi-annually on April 15 and October 15 of each year and commenced April 15, 2008.In June 2014, the Company entered into an agreement with a note holder to exchange an aggregate of $217,199,000 of the principal amount of the3.00% Convertible Subordinated Notes for 1,948,578 shares of the Company’s common stock and $5,387,000 in cash, comprised of accrued interest and apremium. As a result, the Company recognized a loss on debt extinguishment of $4,210,000 during the three months ended June 30, 2014 in its consolidatedstatement of operations. In the Company’s consolidated statement of cash flows for the year ended December 31, 2014, the premium paid was included withinnet cash provided by financing activities and the accrued interest paid was included within net cash provided by operating activities.In October 2014, upon maturity the Company settled with the remaining holders of 3.00% Convertible Subordinated Notes. The conversion rate wasadjusted to 8.9264 per $1,000 principal amount of 3.00% convertible notes. Approximately $178,741,000 in aggregate principal amount of the 3.00%Convertible Subordinated Notes was converted into 1,595,496 shares of common stock. The remaining 3.00% Convertible Subordinated Notes, plus accruedinterest, were settled in cash.4.75% Convertible Subordinated NotesIn June 2009, the Company issued $373,750,000 aggregate principal amount of 4.75% Convertible Subordinated Notes due June 15, 2016 (the“4.75% Convertible Subordinated Notes”). Interest is payable semi-annually on June 15 and December 15 of each year and commenced on December 15,2009.The 4.75% Convertible Subordinated Notes are governed by an Indenture dated as of June 12, 2009, between the Company, as issuer, and U.S. BankNational Association, as trustee (the “4.75% Convertible Subordinated Notes Indenture”). The 4.75% Convertible Subordinated Notes Indenture does notcontain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance orrepurchase of securities by the Company. The 4.75% Convertible Subordinated Notes are unsecured and rank junior in right of payment to the Company’sexisting or future senior debt and equal in right of payment to the Company’s existing and future subordinated debt.Upon conversion, holders will receive, at the Company’s election, cash, shares of the Company’s common stock or a combination of cash and shares ofthe Company’s common stock. However, the Company may at any time irrevocably elect for the remaining term of the 4.75% Convertible SubordinatedNotes to satisfy its F-44Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) obligation in cash up to 100% of the principal amount of the 4.75% Convertible Subordinated Notes, with any remaining amount to be satisfied, at theCompany’s election, in shares of its common stock or a combination of cash and shares of its common stock.The initial conversion rate is 11.8599 shares of common stock per $1,000 principal amount of the 4.75% Convertible Subordinated Notes, subject toadjustment. This represents an initial conversion price of approximately $84.32 per share of common stock. In November 2014, the Company adjusted theconversion rate of the 4.75% Convertible Subordinated Notes from 11.8599 shares of its common stock per $1,000 principal amount of the notes to 12.2736shares per $1,000 principal amount of the notes, which took effective as of October 24, 2014. The adjustment was the result of the declaration of the 2014Special Distribution. This represents an adjusted conversion price of approximately $81.48 per share of common stock.Holders of the 4.75% Convertible Subordinated Notes may convert their notes at any time prior to the close of business on the business dayimmediately preceding the maturity date under the following circumstances: • during any fiscal quarter (and only during that fiscal quarter) ending after December 31, 2009, if the sale price of the Company’s common stock,for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, isgreater than 130% of the adjusted conversion price per share of common stock on such last trading day, which was approximately $105.92 pershare after the adjustment from the 2014 Special Distribution (the “Stock Price Condition Conversion Clause”); • subject to certain exceptions, during the five business day period following any 10 consecutive trading day period in which the trading price ofthe 4.75% Convertible Subordinated Notes for each day of such period was less than 98% of the product of the sale price of the Company’scommon stock and the conversion rate (the “4.75% Convertible Subordinated Notes Parity Provision Clause”); • upon the occurrence of specified corporate transactions described in the 4.75% Convertible Subordinated Notes Indenture, such as aconsolidation, merger or binding share exchange in which the Company’s common stock would be converted into cash or property other thansecurities (the “Corporate Action Provision Clause”); or • at any time on or after March 15, 2016.Upon conversion, if the Company elected to pay a sufficiently large portion of the conversion obligation in cash, additional consideration beyond thegross proceeds received would be required.Holders of the 4.75% Convertible Subordinated Notes were eligible to convert their notes during the year ended December 31, 2014 and are eligible toconvert their notes during the three months ending March 31, 2015, since the Stock Price Condition Conversion Clause was met during the applicableperiods. As of December 31, 2014, had the holders of the 4.75% Convertible Subordinated Notes converted their notes, the 4.75% Convertible SubordinatedNotes would have been convertible into a maximum of 1,937,817 shares of the Company’s common stock.The conversion rates may be adjusted upon the occurrence of certain events, including for any cash dividend, but they will not be adjusted for accruedand unpaid interest. Holders of the 4.75% Convertible Subordinated Notes will not receive any cash payment representing accrued and unpaid interest uponconversion of a note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited.The Company does not have the right to redeem the 4.75% Convertible Subordinated Notes at its option. Holders of the 4.75% ConvertibleSubordinated Notes have the right to require the Company to purchase with F-45Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) cash all or a portion of the 4.75% Convertible Subordinated Notes upon the occurrence of a fundamental change, such as a change of control at a purchaseprice equal to 100% of the principal amount of the 4.75% Convertible Subordinated Notes plus accrued and unpaid interest, if any, to, but excluding, thedate of repurchase. Following certain corporate transactions that constitute a change of control, the Company will increase the conversion rate for a holderwho elects to convert the 4.75% Convertible Subordinated Notes in connection with such change of control in certain circumstances.Under an accounting standard for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement), theCompany separated the 4.75% Convertible Subordinated Notes into a liability component and an equity component. The carrying amount of the liabilitycomponent was calculated by measuring the fair value of a similar liability (including any embedded features other than the conversion option) that does nothave an associated equity component. The carrying amount of the equity component representing the embedded conversion option was determined bydeducting the fair value of the liability component from the initial proceeds ascribed to the 4.75% Convertible Subordinated Notes as a whole. The excess ofthe principal amount of the liability component over its carrying amount is amortized to interest expense over the expected life of a similar liability that doesnot have an associated equity component using the effective interest method. The equity component is not remeasured as long as it continues to meet theconditions for equity classification as prescribed in the accounting standard for derivative financial instruments indexed to, and potentially settled in, anentity’s own common stock and the accounting standard for determining whether an instrument (or embedded feature) is indexed to an entity’s own stock.In May and June 2014, the Company entered into agreements with certain note holders to exchange an aggregate of $215,830,000 of the principalamount of the 4.75% Convertible Subordinated Notes for 2,411,851 shares of the Company’s common stock and $51,671,000 in cash, comprised of accruedinterest, premium and cash paid in lieu of issuing shares for certain note holders’ principal amount. As a result, the Company recognized a loss on debtextinguishment of $46,973,000 for the year ended December 31, 2014 in its consolidated statement of operations. The loss on debt extinguishment includedthe premium paid and the excess of the fair value of liability component of the 4.75% Convertible Subordinated Notes over its carrying amount, includingdebt discount and unamortized debt issuance costs, in accordance with the accounting standard for convertible debt instruments that may be settled in cashupon conversion (including partial cash settlement). In the Company’s consolidated statement of cash flows for the year ended December 31, 2014, thepremium and cash paid in lieu of issuing shares to settle a portion of the principal amount were included within net cash provided by financing activities andthe accrued interest paid was included within net cash provided by operating activities.Issuance and transaction costs incurred at the time of the issuance of the 4.75% Convertible Subordinated Notes with third parties are allocated to theliability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively. The 4.75% Convertible Subordinated Notesconsisted of the following as of December 31 (in thousands): 2014 2013 Equity component (1) $44,278 $104,794 Liability component: Principal $157,885 $373,724 Less debt discount, net (2) (12,032) (45,508) Net carrying amount $145,853 $328,216 (1)Included in the consolidated balance sheets within additional paid-in capital. (2)Included in the consolidated balance sheets within convertible debt and is amortized over the remaining life of the 4.75% ConvertibleSubordinated Notes. F-46Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) As of December 31, 2014, the remaining life of the 4.75% Convertible Subordinated Notes was 1.46 years.The following table sets forth total interest expense recognized related to the 4.75% Convertible Subordinated Notes for the years ended December 31(in thousands): 2014 2013 Contractual interest expense $10,976 $17,753 Amortization of debt issuance costs 629 1,022 Amortization of debt discount 10,448 15,482 $22,053 $34,257 Effective interest rate of the liability component 10.88% 10.88% To minimize the impact of potential dilution upon conversion of the 4.75% Convertible Subordinated Notes, the Company entered into capped calltransactions (“the Capped Call”) separate from the issuance of the 4.75% Convertible Subordinated Notes and paid a premium of $49,664,000 for the CappedCall in 2009. Under the Capped Call, the Company effectively raised the conversion price of the 4.75% Convertible Subordinated Notes from $84.32 to$114.82. In May and June 2014, the Company amended the Capped Call to provide that early exchanges of the 4.75% Convertible Subordinated Noteswould not result in the termination of a relative amount of the Capped Call if the Company did not exercise the Capped Call at the time the 4.75%Convertible Subordinated Notes were exchanged. Instead, the Capped Call will remain outstanding in its entirety. The amendment to the Capped Call had noimpact to the Company’s condensed consolidated financial statements for the year ended December 31, 2014, pursuant to the accounting standard forderivative financial instruments indexed to, and potentially settled in, an entity’s own common stock and the accounting standard for determining whetheran instrument (or embedded feature) is indexed to an entity’s own stock. Pursuant to the declaration of the special distribution in October 2014, the Companyfurther amended the Capped Call agreement to adjust the effective conversion price of the 4.75% Convertible Subordinated Notes from $81.48 to $110.85per share of common stock. Depending upon the Company’s stock price at the time the 4.75% Convertible Subordinated Notes are redeemed, the CappedCall will return up to 1,215,406 shares of the Company’s common stock to the Company; however, the Company will receive no benefit from the CappedCall if the Company’s stock price is $81.48 or lower at the time of conversion and will receive less shares than the 1,215,406 share maximum as describedabove for share prices in excess of $110.85 at the time of conversion than it would have received at a share price of $110.85 (the Company’s benefit from theCapped Call is capped at $110.85 and the benefit received begins to decrease above this price). F-47Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Senior NotesThe Company’s senior notes consisted of the following as of December 31 (in thousands): 2014 2013 5.375% Senior Notes due 2023 $1,000,000 $1,000,000 5.375% Senior Notes due 2022 750,000 — 4.875% Senior Notes due 2020 500,000 500,000 5.75% Senior Notes due 2025 500,000 — 7.00% Senior Notes due 2021 — 750,000 $2,750,000 $2,250,000 2022 Senior Notes and 2025 Senior NotesIn November 2014, The Company issued $750,000,000 million aggregate principal amount of 5.375% senior notes due January 1, 2022, and$500,000,000 million aggregate principal amount of 5.750% senior notes due January 1, 2025, which are referred to as the “2022 Senior Notes” and “2025Senior Notes”, respectively. Interest on each series of the notes is payable semi-annually in arrears on January 1 and July 1 of each year, commencing onJuly 1, 2015.Both senior notes are unsecured and rank equal in right of payment to the Company’s existing or future senior indebtedness and senior in right ofpayment to the Company’s existing and future subordinated indebtedness. The senior notes are effectively subordinated to all of the existing and futuresecured debt, including debt outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing such debt. They are alsostructurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of any of the Company’s subsidiaries.The senior notes are governed by an indenture which contains covenants that limit the Company’s ability and the ability of its subsidiaries to, amongother things: • incur additional debt; • pay dividends or make other restricted payments; • purchase, redeem or retire capital stock or subordinated debt; • make asset sales; • enter into transactions with affiliates; • incur liens; • enter into sale-leaseback transactions; • provide subsidiary guarantees; • make investments; and • merge or consolidate with any other person.At any time prior to January 1, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2022Senior Notes (calculated giving effect to any issuance of additional notes of such series) outstanding under the 2022 Senior Notes indenture, at a redemptionprice equal to 105.375% F-48Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds ofone or more equity offerings, provided that (i) at least 65% of the aggregate principal amount of the 2022 Senior Notes issued under the 2022 indentureremains outstanding immediately after the occurrence of such redemption (excluding 2022 Senior Notes held by the Company and its subsidiaries) and(ii) the redemption must occur within 90 days of the date of the closing of such equity offerings.On or after January 1, 2018, the Company may redeem all or a part of the 2022 Senior Notes, on any one or more occasions, at the redemption prices(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicableredemption date, if redeemed during the twelve-month period beginning January 1 of the years indicated below: Redemption price of the 2022 Notes 2018 104.031% 2019 102.688% 2020 101.344% 2021 and thereafter 100.000% In addition, at any time prior to January 1, 2018, the Company may redeem all or a part of the 2022 Senior Notes at a redemption price equal to 100%of the principal amount of 2022 Senior Notes redeemed plus the applicable premium (the “2022 Senior Notes Applicable Premium”) as of, and accrued andunpaid interest, if any, to, but not including, the date of the redemption, subject to the rights of the holders of record of 2022 Senior Notes on the relevantrecord date to receive interest due on the relevant interest payment date. The 2022 Senior Notes Applicable Premium means the greater of: • 1.0% of the principal amount of the 2022 Senior Notes; • the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2022 Senior Notes at January 1, 2018 (suchredemption price being set forth in the table as shown in the above table ), plus (ii) all required interest payments due on the 2022 Senior Notesthrough January 1, 2018 (excluding accrued but unpaid interest, if any, to, but not including the, the redemption date,) computed using adiscount rate equal to the treasury rate as of such redemption date plus 50 basis points; and • the principal amount of the 2022 Senior Notes.At any time prior to January 1, 2018, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2025Senior Notes (calculated giving effect to any issuance of additional notes of such series) outstanding under the 2025 Senior Notes indenture, at a redemptionprice equal to 105.750% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, theredemption date, with the net cash proceeds of one or more equity offerings; provided that (1) at least 65% of the aggregate principal amount of the 2025Senior Notes issued under the 2025 Senior Notes indenture remains outstanding immediately after the occurrence of such redemption (excluding 2025 SeniorNotes held by the Company and its subsidiaries); and (2) the redemption must occur within 90 days of the date of the closing of such equity offering. F-49Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) On or after January 1, 2020, the Company may redeem all or a part of the 2025 Senior Notes, on any one or more occasions, at the redemption prices(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicableredemption date, if redeemed during the twelve-month period beginning January 1 of the years indicated below: Redemption price of the 2025 Notes 2020 102.875% 2021 101.917% 2022 100.958% 2023 and thereafter 100.000% In addition, at any time prior to January 1, 2020, the Company may also redeem all or a part of the 2025 Senior Notes at a redemption price equal to100% of the principal amount of 2025 Senior Notes redeemed plus the applicable premium (the “2025 Senior Notes Applicable Premium”) as of, and accruedand unpaid interest, if any, to, but not including, the redemption date, subject to the rights of holders of record of 2025 Senior Notes on the relevant recorddate to receive interest due on the relevant interest payment date. The 2025 Senior Notes Applicable Premium means the greater of: • 1.0% of the principal amount of the 2025 Senior Notes; • the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2025 Senior Notes at January 1, 2020 (suchredemption price being set forth in the table as shown in the above table ), plus (ii) all required interest payments due on the 2025 Senior Notesthrough January 1, 2020 (excluding accrued but unpaid interest, if any, to, but not including the, the redemption date,) computed using adiscount rate equal to the treasury rate as of such redemption date plus 50 basis points; and • the principal amount of the 2025 Senior Notes.As of December 31, 2014, debt issuance costs related to the 2022 Senior Notes and 2025 Senior Notes, net of amortization, were $16,762,000.2020 Senior Notes and 2023 Senior NotesIn March 2013, the Company issued $1,500,000,000 aggregate principal amount of senior notes, which consist of $500,000,000 aggregate principalamount of 4.875% senior notes due April 1, 2020 (the “2020 Senior Notes”) and $1,000,000,000 aggregate principal amount of 5.375% senior notes dueApril 1, 2023 (the “2023 Senior Notes”). Interest on both the 2020 Senior Notes and the 2023 Senior Notes is payable semi-annually on April 1 and October 1of each year and commenced on October 1, 2013.The 2020 Senior Notes and the 2023 Senior Notes are governed by separate indentures dated March 5, 2013, between the Company, as issuer, and U.S.Bank National Association, as trustee (the “Senior Notes Indentures”). The Senior Notes Indentures contain covenants that limit the Company’s ability andthe ability of its subsidiaries to, among other things: • incur additional debt; • pay dividends or make other restricted payments; • purchase, redeem or retire capital stock or subordinated debt; • make asset sales; F-50Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) • enter into transactions with affiliates; • incur liens; • enter into sale-leaseback transactions; • provide subsidiary guarantees; • make investments; and • merge or consolidate with any other person.Each of these restrictions has a number of important qualifications and exceptions. The 2020 Senior Notes and the 2023 Senior Notes are unsecured and rankequal in right of payment with the Company’s existing or future senior unsecured debt and senior in right of payment with the Company’s existing and futuresubordinated debt. The 2020 Senior Notes and the 2023 Senior Notes are junior to the Company’s secured indebtedness and guaranteed indebtedness of itssubsidiaries.At any time prior to April 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2020Senior Notes outstanding at a redemption price equal to 104.875% of the principal amount of the 2020 Senior Notes to be redeemed, plus accrued and unpaidinterest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that (i) at least 65% of the aggregateprincipal amount of the 2020 Senior Notes issued under the 2020 Senior Notes indenture remains outstanding immediately after the occurrence of suchredemption (excluding the 2020 Senior Notes held by the Company and its subsidiaries); and (ii) the redemption must occur within 90 days of the date of theclosing of such equity offering.On or after April 1, 2017, the Company may redeem all or a part of the 2020 Senior Notes, on any one or more occasions, at the redemption prices(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicableredemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: Redemption price of the 2020 Senior Notes 2017 102.438% 2018 101.219% 2019 and thereafter 100.000% At any time prior to April 1, 2017, the Company may also redeem all or a part of the 2020 Senior Notes at a redemption price equal to 100% of theprincipal amount of the 2020 Senior Notes redeemed plus an applicable premium (the “2020 Senior Notes Applicable Premium”), and accrued and unpaidinterest, if any, to, but not including, the date of redemption (the “2020 Senior Notes Redemption Date”). The 2020 Senior Notes Applicable Premium meansthe greater of: • 1.0% of the principal amount of the 2020 Senior Notes; and • the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2020 Senior Notes at April 1, 2017 as shown in theabove table, plus (ii) all required interest payments due on the 2020 Senior Notes through April 1, 2017 (excluding accrued but unpaid interest,if any, to, but not including the 2020 Senior Notes Redemption Date), computed using a discount rate equal to the yield to maturity of the U.S.Treasury securities with a constant maturity most nearly equal to the period from the 2020 Senior Notes Redemption Date to April 1, 2017, plus0.50%; over (b) the principal amount of the 2020 Senior Notes. F-51Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At any time prior to April 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2023Senior Notes outstanding at a redemption price equal to 105.375% of the principal amount of the 2023 Senior Notes to be redeemed, plus accrued and unpaidinterest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings; provided that (i) at least 65% of the aggregateprincipal amount of the 2023 Senior Notes issued under the 2023 Senior Notes indenture remains outstanding immediately after the occurrence of suchredemption (excluding the 2023 Senior Notes held by the Company and its subsidiaries); and (ii) the redemption must occur within 90 days of the date of theclosing of such equity offering.On or after April 1, 2018, the Company may redeem all or a part of the 2023 Senior Notes, on any one or more occasions, at the redemption prices(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicableredemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below: Redemption price of the 2023 Senior Notes 2018 102.688% 2019 101.792% 2020 and thereafter 100.896% 2021 and thereafter 100.000% At any time prior to April 1, 2018, the Company may also redeem all or a part of the 2023 Senior Notes at a redemption price equal to 100% of theprincipal amount of the 2023 Senior Notes redeemed plus an applicable premium (the “2023 Senior Notes Applicable Premium”), and accrued and unpaidinterest, if any, to, but not including, the date of redemption (the “2023 Senior Notes Redemption Date”). The 2023 Senior Notes Applicable Premium meansthe greater of: • 1.0% of the principal amount of the 2023 Senior Notes; and • the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2023 Senior Notes at April 1, 2018 as shown in theabove table, plus (ii) all required interest payments due on the 2023 Senior Notes through April 1, 2018 (excluding accrued but unpaid interest,if any, to, but not including the 2023 Senior Notes Redemption Date), computed using a discount rate equal to the yield to maturity of the U.S.Treasury securities with a constant maturity most nearly equal to the period from the 2023 Senior Notes Redemption Date to April 1, 2018, plus0.50%; over (b) the principal amount of the 2023 Senior Notes.Debt issuance costs related to the 2020 Senior Notes and 2023 Senior Notes, net of amortization, were $16,193,000 as of December 31, 2014.7.00% Senior NotesIn July 2011, the Company issued $750,000,000 aggregate principal amount of 7.00% Senior Notes due July 15, 2021 (the “7.00% Senior Notes”).Interest is payable semi-annually in arrears on January 15 and July 15 of each year and commenced on January 15, 2012. The indenture governing the 7.00%senior notes permitted the Company to redeem the 7.00% senior notes at the redemption prices set forth in the 7.00% senior notes indenture plus accrued andunpaid interest to, but not including the redemption price.In December 2014, the Company redeemed the 7.00% Senior Notes and paid $866,861,000 in cash including the principal amount of $750,000,000plus a premium of $93,965,000 and accrued and unpaid interest of $22,896,000. During the three months of December 31, 2014, the Company recognized aloss on debt extinguishment of $103,273,000, including the unamortized debt issuance costs and the redemption premium. F-52Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Loss on Debt ExtinguishmentDuring the year ended December 31, 2014, the Company recorded $156,990,000 of loss on debt extinguishment comprised of (i) $103,273,000 of losson debt extinguishment from the redemption of the 7.00% Senior Notes, which included the $93,965,000 redemption premium that was paid in cash and$9,307,000 related to the write-off of unamortized debt issuance costs, (ii) $51,183,000 related to the exchanges of the 3.00% Convertible SubordinatedNotes and 4.75% Convertible Subordinated Notes and (iii) $2,534,000 as a result of the prepayment and termination of the U.S. Term Loan and the U.S.Revolving Credit Line.During the year ended December 31, 2013, the Company recorded $108,501,000 of loss on debt extinguishment comprised of (i) $93,602,000 loss ondebt extinguishment from the redemption of the 8.125% Senior Notes, which included the $80,925,000 applicable premium that was paid in cash,$8,927,000 related to the write-off of unamortized debt issuance costs and $3,750,000 of other transaction-related fees, (ii) $13,189,000 from the new leasesfor the London 4 and 5 IBX data centers that replaced the existing leases and (iii) $1,710,000 from an amendment of the New York 5 and 6 IBX data centerlease.During the year ended December 31, 2012, the Company recorded $5,204,000 of loss on debt extinguishment due to the write-off of unamortized debtissuance costs associated with the prepayment and termination of a multi-currency credit facility in the Company’s Asia-Pacific region.Maturities of Debt FacilitiesThe following table sets forth maturities of the Company’s debt, including loans payable, convertible debt and senior notes, as of December 31, 2014(in thousands): Year ending: 2015 $59,466 2016 (1) 219,071 2017 53,959 2018 48,636 2019 (2) 341,478 Thereafter 2,781,027 $3,503,637 (1)Gross of $12,032 debt discount from the 4.75% Convertible Subordinated Notes.(2)Gross of $1,600 debt discount from the $500.0 million multicurrency term loan facility.Fair Value of Debt FacilitiesThe following table sets forth the estimated fair values of the Company’s mortgage, loans payable, senior notes and convertible debt, including currentmaturities, as of December 31 (in thousands): 2014 2013 Mortgage and loans payable $553,045 $254,607 Convertible debt 162,159 1,009,744 Senior notes 2,790,023 2,302,290 F-53Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The fair value of the mortgage, loans payable and convertible debt, which were not publicly traded, was estimated by considering the Company’scredit rating, current rates available to the Company for debt of the same remaining maturities and terms of the debt (level 2). The fair value of the seniornotes, which were traded in the public debt market, was based on quoted market prices (level 1).Interest ChargesThe following table sets forth total interest costs incurred and total interest costs capitalized for the years ended December 31 (in thousands): 2014 2013 2012 Interest expense $270,553 $248,792 $200,328 Interest capitalized 19,004 10,608 30,643 Interest charges incurred $289,557 $259,400 $230,971 10. Redeemable Non-Controlling InterestsThe following table provides a summary of the activities of the Company’s redeemable non-controlling interests (in thousands): Balance as of December 31, 2012 $84,178 Net income attributable to redeemable non-controlling interests 1,438 Other comprehensive income attributable to redeemable non-controlling interests (7,526) Net increase in redemption value of non-controlling interests 47,940 Impact of foreign currency translation (2,128) Balance as of December 31, 2013 $123,902 Net loss attributable to redeemable non-controlling interests (1,179) Other comprehensive income attributable to redeemable non-controlling interests 1,810 Net increase in redemption value of non-controlling interests 90,913 Impact of foreign currency translation 1,724 Exercise of vested and outstanding ALOG stock options 8,459 Purchase price of redeemable non-controlling interests (225,629) Balance as of December 31, 2014 $— 11. Stockholders’ EquityThe Company’s authorized share capital is 300,000,000 shares of common stock and 100,000,000 shares of preferred stock, of which 25,000,000 isdesignated Series A, 25,000,000 is designated as Series A-1 and 50,000,000 is undesignated. As of December 31, 2014 and 2013, the Company had nopreferred stock issued and outstanding.Common StockAs of December 31, 2014, the Company has reserved the following shares of authorized but unissued shares of common stock for future issuance: Conversion of 4.75% Convertible Subordinated Notes 1,937,817 Common stock options and restricted stock units 6,441,802 Common stock employee purchase plans 3,806,501 12,186,120 F-54Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Accumulated Other Comprehensive LossThe components of the Company’s accumulated other comprehensive loss consisted of the following as of December 31, 2014 (in thousands): Balance as ofDecember 31,2013 NetChange Balance as ofDecember 31,2014 Foreign currency translation gain (loss) $(132,881) $(204,065) $(336,946) Unrealized gain (loss) on cash flow hedges (1) (2,187) 8,790 6,603 Unrealized gain (loss) on available for sale securities (2) 180 (279) (99) Unamortized gain (loss) on defined benefit plans (3) — (2,001) (2,001) Other comprehensive loss (income) attributable to redeemable non-controlling interests (4) 21,121 (21,121) — $(113,767) $(218,676) $(332,443) (1)Refer to Note 6 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income (loss).(2)The realized gains and losses reclassified from accumulated other comprehensive loss to net income (loss) were insignificant for the year endedDecember 31, 2014.(3)The Company has a defined benefit pension plan covering all employees in one country where such plans are mandated by law. The Company doesnot have any defined benefit plans in any other countries. The unamortized gain (loss) on defined benefit plans includes gains or losses resulting froma change in the value of either the projected benefit obligation or the plan assets resulting from a change in an actuarial assumption, net ofamortization.(4)Includes $1,810 of other comprehensive income attributable to redeemable non-controlling interests for the nine months ended September 30, 2014and $19,311 of accumulated other comprehensive income reclassified to additional paid-in capital upon the Company’s purchase of the redeemablenon-controlling interests in ALOG in July 2014 (Note 2).Changes in foreign currencies can have a significant impact to the Company’s consolidated balance sheets (as evidenced above in the Company’sforeign currency translation gain or loss), as well as its consolidated results of operations, as amounts in foreign currencies are generally translating into moreU.S. dollars when the U.S. dollar weakens or less U.S. dollars when the U.S. dollar strengthens. At December 31, 2014, the U.S. dollar was generally strongerrelative to certain of the currencies of the foreign countries in which the Company operates. This overall strength of the U.S. dollar had an overall negativeimpact on the Company’s consolidated financial position because the foreign denominations translated into less U.S. dollars as evidenced by an increase inforeign currency translation loss for the year ended December 31, 2014 compared to the year ended December 31, 2013 as reflected in the above table. Infuture periods, the volatility of the U.S. dollar as compared to the other currencies in which the Company does business could have a significant impact on itsconsolidated financial position and results of operations including the amount of revenue that the Company reports in future periods.Share Repurchase Program2013 Share Repurchase ProgramIn December 2013, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the “2013 Share Repurchase Program”) torepurchase up to $500,000,000 in value of the Company’s common stock in the open market or private transactions through December 31, 2014. The 2013Share Repurchase Program was designed to return value to the Company’s shareholders and minimize dilution from stock issuances. F-55Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) During the year ended December 31, 2014, the Company repurchased a total of 1,517,743 shares of its common stock in the open market at an averageprice of $196.32 per share for total consideration of $297,958,000 under the 2013 Share Repurchase Program. During the year ended December 31, 2013, theCompany repurchased a total of 288,739 shares of its common stock in the open market at an average price of $169.01 per share for total consideration of$48,799,000 under the 2013 Share Repurchase Program. The 2013 Share Repurchase Program expired on December 31, 2014.During the year ended December 31, 2014, the Company re-issued a total of 1,752,615 shares of its treasury stock with a total value of $345,858,000primarily related to the exchange and conversions of the 4.75% Convertible Subordinated Notes and the exchanges and settlement of the 3.00% ConvertibleSubordinated Notes (see Note 9).2011 Share Repurchase ProgramIn November 2011, the Board approved a share repurchase program (the “2011 Share Repurchase Program”) to repurchase up to $250,000,000 in valueof the Company’s common stock in the open market or private transactions through December 31, 2012. The 2011 Share Repurchase Program was designedto return value to the Company’s shareholders and minimize dilution from stock issuances.During the years ended December 31, 2012 and 2011, the Company repurchased a total of 131,489 shares and 870,421 shares, respectively, of itscommon stock in the open market at an average price of $101.64 and $99.57 per share for total consideration of $100,030,000 under the 2011 ShareRepurchase Program. The 2011 Share Repurchase Program expired on December 31, 2012.During the year ended December 31, 2014, the Company re-issued a total of 355,477 shares of its treasury stock with a total value of $66,424,000,primarily related to the exchange and conversions of the 4.75% Convertible Subordinated Notes (see Note 9). During the year ended December 31, 2013, theCompany re-issued a total of 8,266 shares of its treasury stock with a total value of $811,000, primarily related to the settlement of restricted stock units.During the year ended December 31, 2012, the Company re-issued a total of 638,167 shares of its treasury stock with a total value of $63,354,000, primarilyrelated to the settlement of the 2.50% Convertible Subordinated Notes (see Note 9).Special DistributionIn October 2014, the Company’s Board of Directors declared a special distribution of $416,000,000, or approximately $7.57 per share (the “2014Special Distribution”), to its common stockholders in connection with the Company’s planned conversion to a REIT. The 2014 Special Distribution was paidon November 25, 2014 to the Company’s common stockholders of record as of the close of business on October 27, 2014. Common stockholders had theoption to elect to receive payment of the 2014 Special Distribution in the form of stock or cash, with the total cash payment to all stockholders limited to nomore than 20% of the total distribution. The number of shares distributed was determined based upon common stockholder elections and the average closingprice of the Company’s common stock on the three trading days commencing on November 18, 2014 or $224.45 per share. As such, the Company issued1,482,419 shares of its common stock and paid $83,266,000 in connection with the 2014 Special Distribution. These shares impact weighted average sharesoutstanding from the date of issuance, thus impacting the Company’s earnings per share data prospectively from the distribution date. In addition, as ofDecember 31, 2014, for dividends attributed to the RSU awards the Company recorded a short term dividend payable of $4,559,000 and a long term dividendpayable of $4,972,000 for the restricted stock units that have not yet vested (See Note 12). F-56Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 12. Stock-Based CompensationALOG Equity AwardsIn July 2011, ALOG, in which the Company had an indirect controlling interest (see Note 2), granted 885,840 stock options to purchase commonshares of ALOG to certain of ALOG’s employees with a weighted-average exercise price of approximately $6.35 and a weighted-average fair value ofapproximately $1.53 (the “2011 ALOG Stock Options”). The 2011 ALOG Stock Options were cancelled in December 2012 and replaced with a new grant ofstock options for 18,421,648 shares of which stock options for 4,711,808 shares were immediately vested (the “2012 ALOG Stock Options”). The 2012ALOG Stock Options were accounted for as liability-classified awards under the accounting standard for share-based payments and were be re-measured eachreporting period prospectively until the underlying shares were settled. Under certain circumstances, the 2012 ALOG Stock Options were eligible for net cashsettlement by the stock option holders.In July 2014, the Company paid $8,459,000 in cash to settle all vested and outstanding stock options to purchase common shares of ALOG that wereheld by ALOG employees.Equinix Equity AwardsEquity Compensation PlansIn May 2000, the Company’s stockholders approved the adoption of the 2000 Equity Incentive Plan as the successor plan to the 1998 Stock Plan.Beginning in August 2000, the Company no longer issued additional grants under the 1998 Stock Plan, and unexercised options under the 1998 Stock Planthat are canceled due to an optionee’s termination may be reissued under the successor 2000 Equity Incentive Plan. Under the 2000 Equity Incentive Plan,nonstatutory stock options, restricted shares, restricted stock units, and stock appreciation rights may be granted to employees, outside directors andconsultants at not less than 85% of the fair value on the date of grant, and incentive stock options may be granted to employees at not less than 100% of thefair value on the date of grant. Options granted prior to October 1, 2005 generally expire 10 years from the grant date, and equity awards granted toemployees and consultants on or after October 1, 2005 will generally expire seven years from the grant date, subject to continuous service of the optionee.Equity awards granted under the 2000 Equity Incentive Plan generally vest over four years. As of December 31, 2014, the Company had reserved a total of16,847,005, shares for issuance under the 2000 Equity Incentive Plan of which 4,172,370 were still available for grant. The 2000 Equity Incentive Plan isadministered by the Compensation Committee of the Board of Directors (the “Compensation Committee”), and the Compensation Committee may terminateor amend the plan, with approval of the stockholders as may be required by applicable law, at any time.In May 2000, the Company’s stockholders approved the adoption of the 2000 Director Option Plan, which was amended and restated effectiveJanuary 1, 2003. Under the 2000 Director Option Plan, each non-employee board member who was not previously an employee of the Company will receivean automatic initial nonstatutory stock option grant, which vests in four annual installments. In addition, each non-employee board member will receive anannual non-statutory stock option grant on the date of the Company’s regular Annual Meeting of Stockholders, provided the board member will continue toserve as a director thereafter. Such annual option grants shall vest in full on the earlier of a) the first anniversary of the grant, or b) the date of the regularAnnual Meeting of Stockholders held in the year following the grant date. A new director who receives an initial option will not receive an annual option inthe same calendar year. Options granted under the 2000 Director Option Plan will have an option price not less than 100% of the fair value on the date ofgrant and will have a 10-year contractual term, subject to continuous service of the board member. On December 18, 2008, the Company’s Board of Directorspassed resolutions eliminating all automatic stock option grant mechanisms under the 2000 Director Option Plan, and replaced them with an automaticrestricted stock unit grant mechanism under F-57Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) the 2000 Equity Incentive Plan. As of December 31, 2014, the Company had reserved 593,866 shares for issuance under the 2000 Director Option Plan ofwhich 505,832 were still available for grant. The 2000 Director Option Plan is administered by the Compensation Committee and the CompensationCommittee may terminate or amend the plan, with approval of the stockholders as may be required by applicable law, at any time.In September 2001, the Company adopted the 2001 Supplemental Stock Plan, under which non-statutory stock options and restricted shares/restrictedstock units may be granted to consultants and employees who are not executive officers or board members, at not less than 85% of the fair value on the dateof grant. Options granted prior to October 1, 2005 generally expire 10 years from the grant date, and options granted on or after October 1, 2005 willgenerally expire seven years from the grant date, subject to continuous service of the optionee. Current stock options granted under the 2001 SupplementalStock Plan generally vest over four years. As of December 31, 2014, the Company had reserved a total of 1,494,275 shares for issuance under the 2001Supplemental Stock Plan, of which 260,248 were still available for grant. The 2001 Supplemental Stock Plan is administered by the CompensationCommittee, and the plan will continue in effect indefinitely unless the Compensation Committee decides to terminate it earlier.The 1998 Stock Plan, 2000 Equity Incentive Plan, 2000 Director Option Plan and 2001 Supplemental Stock Plan are collectively referred to as the“Equity Compensation Plans.”Stock OptionsStock option activity under the Equity Compensation Plans is summarized as follows: Number ofsharesoutstanding Weightedaverageexerciseprice pershare Weightedaverageremainingcontractuallife (years) Aggregateintrinsicvalue (1)(dollars inthousands) Stock options outstanding at December 31, 2011 919,916 $64.96 Stock options exercised (615,754) 63.19 Stock options canceled (7,633) 63.47 Stock options outstanding at December 31, 2012 296,529 68.68 Stock options exercised (147,819) 63.66 Stock options canceled (655) 3.06 Stock options outstanding at December 31, 2013 148,055 73.99 Stock options exercised (71,780) 72.44 Additional shares granted due to special distribution 1,659 — Stock options outstanding at December 31, 2014 77,934 73.84 1.89 11,915 Stock options vested and exercisable at December 31, 2014 77,934 73.84 1.89 11,915 (1)The aggregate intrinsic value is calculated as the difference between the market value of the stock as of December 31, 2014 and the exercise price ofthe option. F-58Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table summarizes information about outstanding stock options as of December 31, 2014: Outstanding Exercisable Range of exercise prices Number ofshares Weightedaverageremainingcontractuallife (years) Weighted-averageexerciseprice Number ofshares Weighted-averageexerciseprice $29.65 to $56.13 21,800 0.63 $43.41 21,800 $43.41 $56.30 to $84.34 31,806 1.83 80.95 31,806 80.95 $84.74 to $91.95 18,208 3.26 91.55 18,208 91.55 $92.65 to $92.65 6,120 2.55 92.65 6,120 92.65 77,934 1.89 73.84 77,934 73.84 The Company provides the following additional disclosures for stock options as of December 31 (dollars in thousands): 2014 2013 2012 Total fair value of stock options exercised $45 $485 $1,111 Total aggregate intrinsic value of stock options exercised (1) 9,227 19,385 54,761 (1)The intrinsic value is calculated as the difference between the market value of the stock on the date of exercise and the exercise price of the option. F-59Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Restricted Stock UnitsSince 2008, the Company primarily grants restricted stock units to its employees, including executives and non-employee directors, in lieu of stockoptions. The Company generally grants restricted stock units that have a service condition only or have both a service and performance condition. Eachrestricted stock unit is not considered issued and outstanding and does not have voting rights until it is converted into one share of the Company’s commonstock upon vesting. Restricted stock unit activity is summarized as follows: Number ofsharesoutstanding Weighted-averagegrant datefair valueper share Weighted-averageremainingcontractuallife (years) Aggregateintrinsicvalue (1)(dollars inthousands) Restricted stock units outstanding, December 31, 2011 1,678,265 $85.37 Restricted stock units granted 821,885 148.93 Restricted stock units released, vested (777,256) 88.44 Restricted stock units canceled (139,054) 103.93 Restricted stock units outstanding, December 31, 2012 1,583,840 115.22 Restricted stock units granted 775,029 204.20 Restricted stock units released, vested (738,767) 199.14 Restricted stock units canceled (110,720) 138.27 Restricted stock units outstanding, December 31, 2013 1,509,382 122.05 Restricted stock units granted 803,692 190.90 Additional shares granted due to special distribution 48,171 224.45 Restricted stock units released, vested (703,393) 201.85 Restricted stock units canceled (253,878) 179.71 Restricted stock units outstanding, December 31, 2014 1,403,974 114.56 1.20 $318,323 (1)The intrinsic value is calculated based on the market value of the stock as of December 31, 2014.The total fair value of restricted stock units vested and released during the years ended December 31, 2014, 2013 and 2012 was $141,980,000,$147,119,000 and $68,738,000.Employee Stock Purchase PlanIn June 2004, the Company’s stockholders approved the adoption of the 2004 Employee Stock Purchase Plan (the “2004 Purchase Plan”) as asuccessor plan to a previous plan that ceased activity in 2005. A total of 500,000 shares have been reserved for issuance under the 2004 Purchase Plan, andthe number of shares available for issuance under the 2004 Purchase Plan automatically increased on January 1 each year, beginning in 2005 and ending in2014 by the lesser of 2% of the shares of common stock then outstanding or 500,000 shares. Effective November 25, 2014, 3,197 shares were added to the2004 Purchase Plan, representing an anti-dilutive adjustment pursuant to the 2014 Special Distribution. As of December 31, 2014, a total of 3,806,501 sharesremained available for purchase under the 2004 Purchase Plan. The 2004 Purchase Plan permits eligible employees to purchase common stock on favorableterms via payroll deductions of up to 15% of the employee’s cash compensation, subject to certain share and statutory dollar limits. Two overlapping offeringperiods commence during each calendar year, on each February 15 and August 15 or such other periods or dates as determined by the CompensationCommittee from time to time, and the offering periods last up to 24 months with a purchase date every six months. The price of each share purchased is 85%of the lower of a) the fair value per share of common stock on the last trading day before the commencement of the applicable offering period or F-60Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) b) the fair value per share of common stock on the purchase date. The 2004 Purchase Plan is administered by the Compensation Committee of the Board ofDirectors, and such plan will terminate automatically in June 2024 unless a) the 2004 Purchase Plan is extended by the Board of Directors and b) theextension is approved within 12 months by the Company’s stockholders.The Company provides the following disclosures for the 2004 Purchase Plan as of December 31 (dollars, except shares): 2014 2013 2012 Weighted-average purchase price per share $144.95 $108.97 $78.22 Weighted average grant-date fair value per share of shares purchased 53.37 41.30 32.33 Number of shares purchased 166,384 214,985 220,290 The Company uses the Black-Scholes option-pricing model to determine the fair value of shares purchased under the 2004 Purchase Plan with thefollowing weighted average assumptions for the years ended December 31: 2014 2013 2012 Dividend yield 0% 0% 0% Expected volatility 34% 41% 46% Risk-free interest rate 0.19% 0.37% 0.40% Expected life (in years) 1.25 1.25 1.25 Stock-Based Compensation Recognized in the Consolidated Statement of OperationsThe Company generally recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the awards.However, for awards with market conditions or performance conditions, stock-based compensation expense is recognized on a straight-line basis over therequisite service period for each vesting tranche of the award.In October 2014, the Compensation Committee approved amendments to the terms of all outstanding restricted stock units (“RSUs”) granted prior toJanuary 1, 2014 to provide for dividend equivalent rights (“DERs”) in the event of future dividends paid on the Company’s common stock. TheCompensation Committee also approved an adjustment to outstanding stock options, including those under the Company’s Employee Stock Purchase Plan(“ESPP”), to ensure that the cash portion of the 2014 Special Distribution would not negatively impact the intrinsic value of the options. Pursuant to theaccounting standard for stock compensation, these actions affecting the terms of the awards are considered modifications for accounting purposes thatresulted in incremental stock-based compensation expenses and will be recognized over the requisite service period for each vesting tranche of the award.The total charges associated with this modification are insignificant to the financial statements.As of December 31, 2014, the total stock-based compensation cost related to unvested equity awards not yet recognized, net of estimated forfeitures,totaled $177,741,000 which is expected to be recognized over a weighted-average period of 2.07 years. F-61Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents, by operating expense, the Company’s stock-based compensation expense recognized in the Company’s consolidatedstatement of operations for the years ended December 31 (in thousands): 2014 2013 2012 Cost of revenues $8,511 $7,855 $6,218 Sales and marketing 30,084 26,538 18,730 General and administrative 79,395 68,547 57,787 $117,990 $102,940 $82,735 The Company’s stock-based compensation recognized in the consolidated statement of operations was comprised of the following types of equityawards for the years ended December 31 (in thousands): 2014 2013 2012 Stock options $4,917 $3,456 $811 Restricted shares and restricted stock units 104,235 88,411 73,703 Employee stock purchase plan 8,838 11,073 8,221 $117,990 $102,940 $82,735 During the years ended December 31, 2014, 2013 and 2012, the Company capitalized $3,958,000, $3,305,000, and $1,743,000, respectively, of stock-based compensation expense as construction in progress in property, plant and equipment.13. Income TaxesIncome (loss) from continuing operations before income taxes is attributable to the following geographic locations for the years ended December 31 (inthousands): 2014 2013 2012 Domestic $(46,876) $(28,362) $56,822 Foreign 131,609 140,641 131,800 Income before income taxes and income (loss) attributable to redeemable non-controllinginterests $84,733 $112,279 $188,622 F-62Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The tax benefit (expenses) for income taxes from continuing operations consisted of the following components for the years ended December 31 (inthousands): 2014 2013 2012 Current: Federal $(98,445) $(100,035) $(55,064) State and local (16,243) (15,260) (21,712) Foreign (31,844) (29,377) (29,344) Subtotal (146,532) (144,672) (106,120) Deferred: Federal (177,877) 111,721 42,568 State and local (21,539) 17,044 14,082 Foreign 489 (249) (9,094) Subtotal (198,927) 128,516 47,556 Provision for income taxes $(345,459) $(16,156) $(58,564) The provision for income taxes attributable to the Company’s discontinued operations is included in net income from discontinued operations andgain on sale of discontinued operations in the Company’s consolidated statements of operations. State and foreign taxes not based on income are included ingeneral and administrative expenses and the aggregate amounts were insignificant for the years ended December 31, 2014, 2013 and 2012.The Company is entitled to a deduction for federal and state tax purposes with respect to employee equity award activity. The reduction in income taxpayable related to windfall tax benefits for stock-based compensation awards has been reflected as an adjustment to additional paid-in capital. For the yearsended December 31, 2014, 2013 and 2012, the benefits arising from employee equity award activity that resulted in an adjustment to additional paid-incapital were approximately $18,561,000, $25,638,000 and $84,740,000, respectively.The fiscal 2014, 2013 and 2012 income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pre-tax income as a result of the following for the years ended December 31 (in thousands): 2014 2013 2012 Federal tax at statutory rate $(29,657) $(39,298) $(66,019) State and local taxes 1,370 7,435 261 Deferred tax assets generated in current year not benefited (3,311) (4,777) (4,396) Foreign income tax rate differential 20,002 21,392 11,466 Non-deductible expenses (1,274) (2,525) (2,997) Stock-based compensation expense (4,496) (3,273) (832) Change in valuation allowance 1,655 1,362 (3,245) Foreign financing benefits 2,981 4,303 7,395 Uncertain tax positions reserve (463) 2,952 2,449 Statutory rate change due to REIT conversion (324,142) — — Other, net (8,124) (3,727) (2,646) Total income tax expense $(345,459) $(16,156) $(58,564) F-63Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company had not previously provided for deferred taxes on the excess of the financial reporting over the tax basis in its investments in foreignsubsidiaries that are essentially permanent in duration because the Company intended to reinvest the earnings outside the U.S. for an indefinite period oftime. As a result of the Company’s conversion to a REIT effective January 1, 2015, it is no longer the Company’s intent to indefinitely reinvest undistributedforeign earnings from its operations in Europe. However, no deferred tax liability has been recognized to account for this change because the expectedrecovery of the basis difference will not result in taxes in the post-REIT conversion periods. As it continues to qualify as a REIT, the Company will not incurU.S. tax liability on future repatriation of foreign earnings and profits due to the zero tax rate that will apply provided the Company distributes 100% of itstaxable income. The Company will continue to reinvest its undistributed foreign earnings in jurisdictions other than Europe indefinitely. The foreignwithholding taxes are expected to be immaterial if these undistributed foreign earnings are distributed.The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are set out below as ofDecember 31 (in thousands): 2014 2013 Deferred tax assets: Property, plant and equipment $— $134,727 Reserves and accruals 11,952 42,088 Stock-based compensation expense 1,185 15,877 Operating loss carryforwards 27,687 28,373 Gross deferred tax assets 40,824 221,065 Valuation allowance (27,181) (31,058) Total deferred tax assets, net 13,643 190,007 Deferred tax liabilities: Property, plant and equipment (78,261) — Unrealized currency losses (502) (2,030) Debt discount — (9,347) Fixed assets fair value step-up (7,210) (24,531) Intangible assets (28,433) (58,499) Total deferred tax liabilities (114,406) (94,407) Net deferred assets (tax liabilities) $(100,763) $95,600 The net deferred tax assets and liabilities as of December 31, 2014 and 2013, respectively, are attributable to the Company’s operations in the UnitedStates, Canada and certain entities in Europe, Asia-Pacific and Brazil.The Company’s accounting for deferred taxes involves weighing positive and negative evidence concerning the realizability of the Company’sdeferred tax assets in each tax jurisdiction. After considering such evidence as the nature, frequency and severity of current and cumulative financialreporting losses, and the sources of future taxable income and tax planning strategies, management concluded that valuation allowances were required incertain foreign jurisdictions. A valuation allowance is provided for the deferred tax assets, net of deferred tax liabilities, associated with the Company’soperations in certain jurisdictions located in the Company’s EMEA and Asia-Pacific regions, as well as two entities in Brazil. The operations in thesejurisdictions have a history of significant losses as of December 31, 2014. As such, management does not believe these operations have established asustained history of profitability and that a valuation allowance is, therefore, necessary. F-64Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) During the year ended December 31, 2014, the Company released the valuation of allowance of $1,649,000 against the net deferred tax assets ofcertain foreign operating entities in the EMEA region as a result of reassessment of the future profitability and utilization of operating loss carryforwards.During the year ended December 31, 2013, the Company released the valuation allowance of $3,211,000 against the net deferred tax assets of certainoperating entities in both the Americas and EMEA regions as a result of reorganizations completed in the regions during the year. In addition, the Companyestablished full valuation allowances of $339,000 against the net deferred tax assets of certain foreign operating entities. These foreign operating entitieshave incurred losses and it is expected that the businesses will not be profitable in the foreseeable future. Management cannot conclude it is more likely thannot that the deferred tax assets of the foreign operating entities will be realizable in the foreseeable future as the entities have not established a sustainableprofitability history.Changes in the valuation allowance for deferred tax assets for the years ended December 31, 2014, 2013 and 2012 are as follows (in thousands): 2014 2013 2012 Beginning balance $31,058 $44,868 $40,863 Recognized into income (1,655) (1,362) 3,503 Current Increase (Decrease) 721 (10,156) 2,428 NOL and tax credit expiration 238 11 14 Translation adjustment (3,181) (2,303) (1,940) Ending balance $27,181 $31,058 $44,868 Federal and state tax laws, including California tax laws, impose substantial restrictions on the utilization of net operating loss and credit carryforwardsin the event of an “ownership change” for tax purposes, as defined in Section 382 of the Internal Revenue Code. In 2003, the Company conducted ananalysis to determine whether an ownership change had occurred due to significant stock transactions in each of the reporting years disclosed at that time.The analysis indicated that an ownership change occurred during fiscal year 2002, which resulted in an annual limitation of approximately $819,000 for netoperating loss carryforwards generated prior to 2003. Therefore, the Company substantially reduced its federal and state net operating loss carryforwards forthe periods prior to 2003 to approximately $16,400,000. In addition, an ownership change under Section 382 of the Internal Revenue Code was triggered inSeptember 2007 by the issuance of 4,211,939 shares of the Company’s common stock. However, the annual limitation associated with this ownership changeis not meaningful due to the substantial market capitalization of the Company at the time of the ownership change. The Company determined that noSection 382 ownership change occurred during the year ended December 31, 2014. In addition, the net operating loss acquired in the Switch and DataAcquisition is subject to the Section 382 limitation; however, the Company has determined that none of the acquired net operating losses will expire unusedas a result of the limitation.The Company utilized all of its net operating loss carryforwards that were not subject to the limitation under Section 382 as discussed above for federalincome tax purposes during the year ended December 31, 2013. The Company’s U.S. operations generated significant taxable income (versus book income)for the years ended December 31, 2014 and 2013 primarily due to the change in the tax method for depreciation of the Company’s property, plant andequipment. As the result of announcing its plan to pursue a REIT conversion, the Company changed its methods of depreciating and amortizing various datacenter assets to methods that are more consistent with the characterization of such assets as real property for REIT purposes. The change in the depreciationmethod resulted in the recapture of depreciation expense deducted in prior years and a much smaller amount of depreciation expense for the years endedDecember 31, 2014 and 2013. F-65Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company’s net operating loss carryforwards for federal, state and foreign tax purposes which expire, if not utilized, at various intervals from 2015,are outlined below (in thousands): Expiration Date Federal (1) State (1) Foreign Total 2015 to 2016 $— $39,358 $2,854 $42,212 2017 to 2019 — 190 47,564 47,754 2020 to 2022 213,390 1,460 24,069 238,919 2023 to 2025 26,838 636 — 27,474 2026 to 2028 12,186 394 — 12,580 2029 to 2031 — 3,117 — 3,117 Thereafter — — 129,274 129,274 $252,414 $45,155 $203,761 $501,330 (1)The total amount of net operating loss carryforwards that will not be available to offset the Company’s future taxable income due to Section 382limitations was $283,805, comprising $241,766 of federal and $42,039 of state.Approximately $2,447,000 of the total net operating loss carryforwards is attributable to excess tax deductions related to employee stock awards, thebenefit from which will be credited to additional paid-in capital when subsequently utilized in future years.The beginning and ending balances of the Company’s unrecognized tax benefits are reconciled below for the years ended December 31 (in thousands): 2014 2013 2012 Beginning balance $36,552 $25,050 $34,105 Gross increases related to prior year tax positions 1,200 14,596 1,244 Gross decreases related to prior year tax positions (984) (3,028) (6,625) Gross increases related to current year tax positions 1,538 1,498 81 Decreases resulting from expiration of statute of limitation (1,112) (1,564) (2,741) Decreases resulting from settlements (1,056) — (1,014) Ending balance $36,138 $36,552 $25,050 The Company recognizes interest and penalties related to unrecognized tax benefits within income tax benefit (expense) in the consolidated statementof operations. During the year ended December 31, 2012, the Company recognized approximately $719,000 in interest and penalties. During the years endedDecember 31, 2014 and 2013, the accrued interest and penalties related to the unrecognized tax benefits were decreased by $3,126,000 and $1,612,000,respectively, primarily resulting from the settlement of a tax audit and the lapse of statutes of limitations in our foreign operations. The Company has accrued$5,437,000 and $8,563,000 for the payment of interest and penalties accrued at December 31, 2014 and 2013, respectively.The unrecognized tax benefits of $36,138,000 as of December 31, 2014, if subsequently recognized, will affect the Company’s effective tax ratefavorably at the time when such a benefit is recognized.Due to various tax years open for examination, it is reasonably possible that the balance of unrecognized tax benefits could significantly increase ordecrease over the next 12 months as the Company may be subject to either examination by tax authorities or a lapse in statute of limitations. The Company iscurrently unable to estimate the range of possible adjustments to the balance of unrecognized tax benefits. F-66Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company’s income tax returns for all tax years remain open to examination by federal and state taxing authorities due to the Company’s netoperating loss carryforwards. In addition, the Company’s tax years of 2005 through 2013 remain open and subject to examination by local tax authorities incertain foreign jurisdictions in which the Company has major operations.14. Commitments and ContingenciesPurchase CommitmentsPrimarily as a result of the Company’s various IBX expansion projects, as of December 31, 2014, the Company was contractually committed for$98,092,000 of unaccrued capital expenditures, primarily for IBX equipment not yet delivered and labor not yet provided, in connection with the worknecessary to open these IBX data centers and make them available to customers for installation. In addition, the Company had numerous other, non-capitalpurchase commitments in place as of December 31, 2014, such as commitments to purchase power in select locations, primarily in select locations through2015 and thereafter, and other open purchase orders for goods or services to be delivered or provided during 2015 and thereafter. Such other miscellaneouspurchase commitments totaled $298,075,000 as of December 31, 2014.Contingent LiabilitiesThe Company estimates exposure on certain liabilities, such as income and property taxes, based on the best information available at the time ofdetermination. With respect to real and personal property taxes, the Company records what it can reasonably estimate based on prior payment history, currentlandlord estimates or estimates based on current or changing fixed asset values in each specific municipality, as applicable. However, there are circumstancesbeyond the Company’s control whereby the underlying value of the property or basis for which the tax is calculated on the property may change, such as alandlord selling the underlying property of one of the Company’s IBX data center leases or a municipality changing the assessment value in a jurisdictionand, as a result, the Company’s property tax obligations may vary from period to period. Based upon the most current facts and circumstances, the Companymakes the necessary property tax accruals for each of its reporting periods. However, revisions in the Company’s estimates of the potential or actual liabilitycould materially impact the financial position, results of operations or cash flows of the Company.From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Companyaccrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion ofmanagement, there are no pending claims for which the outcome is expected to result in a material adverse effect in the financial position, results ofoperations or cash flows of the Company.Employment AgreementsThe Company has entered into a severance agreement with each of its executive officers that provides for a severance payment equal to the executiveofficer’s annual base salary and maximum bonus in the event his or her employment is terminated for any reason other than cause or he or she voluntarilyresigns under certain circumstances as described in the agreement. In addition, under the agreement, the executive officer is entitled to the payment of his orher monthly health care premiums under the Consolidated Omnibus Budget Reconciliation Act for up to 12 months. For certain executive officers, thesebenefits are only triggered after a change-in-control of the Company. F-67Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Guarantor ArrangementsAs permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events oroccurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The term of the indemnification period is for theofficer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnificationagreements is unlimited; however, the Company has a director and officer insurance policy that limits the Company’s exposure and enables the Company torecover a portion of any future amounts paid. As a result of the Company’s insurance policy coverage, the Company believes the estimated fair value of theseindemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2014.The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Companyindemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’sbusiness partners or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party withrespect to the Company’s offerings. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. Themaximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, theCompany has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes theestimated fair value of these agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2014.The Company enters into arrangements with its business partners, whereby the business partner agrees to provide services as a subcontractor for theCompany’s implementations. Accordingly, the Company enters into standard indemnification agreements with its customers, whereby the Companyindemnifies them for other acts, such as personal property damage, of its subcontractors. The maximum potential amount of future payments the Companycould be required to make under these indemnification agreements is unlimited; however, the Company has general and umbrella insurance policies thatenable the Company to recover a portion of any amounts paid. The Company has never incurred costs to defend lawsuits or settle claims related to theseindemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. The Company has no liabilitiesrecorded for these agreements as of December 31, 2014.The Company has service level commitment obligations to certain of its customers. As a result, service interruptions or significant equipment damagein the Company’s IBX data centers, whether or not within the Company’s control, could result in service level commitments to these customers. TheCompany’s liability insurance may not be adequate to cover those expenses. In addition, any loss of services, equipment damage or inability to meet theCompany’s service level commitment obligations could reduce the confidence of the Company’s customers and could consequently impair the Company’sability to obtain and retain customers, which would adversely affect both the Company’s ability to generate revenues and the Company’s operating results.The Company generally has the ability to determine such service level credits prior to the associated revenue being recognized. The Company has nosignificant liabilities in connection with service level credits as of December 31, 2014. F-68Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 15. Related Party TransactionsThe Company has several significant stockholders and other related parties that are also customers and/or vendors. The Company’s related partytransactions are considered arms-length transactions. The Company’s activity of related party transactions was as follows (in thousands): Years ended December 31, 2014 2013 2012 Revenues $8,392 $20,140 $31,607 Costs and services 8,351 4,819 2,248 As December 31, 2014 2013 Accounts receivable $1,022 $1,776 Accounts payable — 2 A member of the Company’s Board of Directors is affiliated with Crosslink Capital. Both the board member and Crosslink Capital are investors in theinvestment group that purchased 16 of the Company’s IBX data centers located throughout the U.S. (see Note 5).16. Segment InformationWhile the Company has a single line of business, which is the design, build-out and operation of IBX data centers, it has determined that it has threereportable segments comprised of its Americas, EMEA and Asia-Pacific geographic regions. The Company’s chief operating decision-maker evaluatesperformance, makes operating decisions and allocates resources based on the Company’s revenue and adjusted EBITDA performance both on a consolidatedbasis and based on these three reportable segments. The Company defines adjusted EBITDA as income or loss from operations plus depreciation,amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges and acquisition costs as presented below for the yearsended December 31 (in thousands): 2014 2013 2012 Adjusted EBITDA: Americas $635,007 $608,718 $557,800 EMEA 269,222 216,186 183,612 Asia-Pacific 209,662 175,994 146,445 Total adjusted EBITDA 1,113,891 1,000,898 887,857 Depreciation, amortization and accretion expense (484,129) (431,008) (393,543) Stock-based compensation expense (117,990) (102,940) (82,735) Restructuring charges — 4,837 — Impairment charges — — (9,861) Acquisitions costs (2,506) (10,855) (8,822) Income from operations $509,266 $460,932 $392,896 F-69Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company provides the following segment disclosures related to its continuing operations as follows for the years ended December 31 (inthousands): 2014 2013 2012 Total revenues: Americas (1) $1,376,103 $1,264,774 $1,151,917 EMEA 637,265 525,018(2) 432,920(4) Asia-Pacific 430,408 362,974 302,539(5) $2,443,776 $2,152,766 $1,887,376 Total depreciation and amortization: Americas $261,018 $254,365 $235,637 EMEA 114,511 90,891(2) 79,702(4) Asia-Pacific 106,162 87,475 75,350(5) $481,691 $432,731 $390,689 Capital expenditures: Americas $333,315 $335,377 $431,325 EMEA 151,634 220,457(3) 283,174(6) Asia-Pacific 192,045(8) 140,996 384,149(7) $676,994 $696,830 $1,098,648 (1)Includes revenues of $1,257,661, $1,157,790 and $1,056,152, respectively, attributed to the U.S. for the years ended December 31, 2014, 2013 and2012.(2)Includes the operations of Frankfurt Kleyer 90 Carrier Hotel from October 1, 2013 to December 31, 2013.(3)Includes the purchase price for the Frankfurt Kleyer 90 Carrier Hotel Acquisition (see Note 2), totaling $50,092.(4)Includes the operations of ancotel from July 3, 2012 to December 31, 2012 and the operations of the Dubai IBX Data Center Acquisition fromNovember 9, 2012 to December 31, 2012.(5)Includes the operations of Asia Tone from July 4, 2012 to December 31, 2012.(6)Includes the purchase prices for the ancotel Acquisition, net of cash acquired, and the Dubai IBX Data Center Acquisition (see Note 2), totaling$84,236 and $22,918, respectively.(7)Includes the purchase price for the Asia Tone Acquisition (see Note 2), net of cash acquired, totaling $202,338.(8)Includes the purchase of real estate totaling $16,791.The Company’s long-lived assets are located in the following geographic areas as of December 31 (in thousands): 2014 2013 Americas (1) $2,874,562 $2,549,863 EMEA 1,135,319 1,188,559 Asia-Pacific 988,389 853,228 $4,998,270 $4,591,650 (1)Includes $2,609,268 and $2,328,755, respectively, of long-lived assets attributed to the U.S. as of December 31, 2014 and 2013. F-70Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Revenue information by category is as follows for the years ended December 31 (in thousands): 2014 2013 2012 Colocation $1,829,812 $1,628,179 $1,433,694 Interconnection 372,350 319,863 272,103 Managed infrastructure 105,292 97,400 88,109 Rental 10,336 4,520 3,162 Recurring revenues 2,317,790 2,049,962 1,797,068 Non-recurring revenues 125,986 102,804 90,308 $2,443,776 $2,152,766 $1,887,376 17. Restructuring ChargesDuring the twelve months of December 31, 2014, the Company did not record any restructuring charges.2004 Restructuring ChargeIn December 2004, in light of the availability of fully built-out data centers in select markets at costs significantly below those costs the Companywould incur in building out new space, the Company made the decision to exit leases for excess space adjacent to one of the Company’s New York metroarea IBXs, as well as space on the floor above its original Los Angeles IBX. As a result of the Company’s decision to exit these spaces, the Company recordedrestructuring charges totaling $17,685,000, which represents the present value of the Company’s estimated future cash payments, net of estimated subleaseincome and expense, through the remainder of these lease terms, as well as the write-off of all remaining property, plant and equipment attributed to thepartial build out of the excess space on the floor above its Los Angeles IBX.In May 2013, the Company entered into a binding commitment to purchase the New York 2 IBX data center for leased space in respect of which theCompany had previously recorded a restructuring reserve. As a result, the Company recorded a reversal to its outstanding accrued restructuring charge duringthe year ended December 31, 2013.A summary of the movement in the 2004 accrued restructuring charges during the years ended December 31 is outlined as follows (in thousands): Accrued restructuring charge as of December 31, 2011 $7,680 Accretion expense 416 Cash payments (2,417) Accrued restructuring charge as of December 31, 2012 5,679 Accretion expense 137 Restructuring charge adjustments (4,837) Cash payments (979) Accrued restructuring charge as of December 31, 2013 $— 18. Subsequent EventsIn January 2015, the Company entered into a purchase agreement for certain real property located in San Jose, California, with a purchase price ofapproximately $38,309,000. The Company has made a non-refundable deposit of $2,000,000 and expects to close the purchase in March 2015. F-71Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) In February 2015, the Company declared a quarterly cash dividend of $1.69 per share payable, which is payable on March 25, 2015 to the Company’scommon stockholders of record as of the close of business on March 11, 2015.19. Quarterly Financial Information (Unaudited)The Company believes that period-to-period comparisons of its financial results should not be relied upon as an indication of future performance. TheCompany’s revenues and results of operations have been subject to significant fluctuations, particularly on a quarterly basis, and the Company’s revenuesand results of operations could fluctuate significantly quarter-to-quarter and year-to-year. Significant quarterly fluctuations in revenues will causefluctuations in the Company’s cash flows and the cash and cash equivalents and accounts receivable accounts on the Company’s consolidated balance sheet.Causes of such fluctuations may include the volume and timing of new orders and renewals, the timing of the opening of new IBX data centers, the salescycle for the Company’s offerings, the introduction of new offerings, changes in prices and pricing models, trends in the Internet infrastructure industry,general economic conditions, extraordinary events such as acquisitions or litigation and the occurrence of unexpected events.The unaudited quarterly financial information presented below has been prepared by the Company and reflects all adjustments, consisting only ofnormal recurring adjustments, which in the opinion of management are necessary to present fairly the financial position and results of operations for theinterim periods presented.The following tables present selected quarterly information (in thousands, except per share data): 2014 Quarter Ended March 31 June 30 September 30 December 31 Revenues $580,053 $605,161 $620,441 $638,121 Gross profit 292,528 312,302 316,389 324,672 Net income (loss) attributable to Equinix 41,387 11,328 42,841 (355,103) Comprehensive income (loss) attributable to Equinix 55,329 33,640 (97,814) (450,067) EPS attributable to Equinix Basic EPS 0.83 0.22 0.81 (6.42) Diluted EPS 0.81 0.22 0.79 (6.42) 2013 Quarter Ended March 31 June 30 September 30 December 31 Revenues $516,134 $528,871 $543,084 $564,677 Gross profit 257,543 261,762 274,124 294,934 Net income (loss) attributable to Equinix 32,843 (25,816) 42,471 45,187 Comprehensive income (loss) attributable to Equinix (40,382) (51,631) 120,822 53,151 EPS attributable to Equinix Basic EPS 0.67 (0.52) 0.86 0.91 Diluted EPS 0.65 (0.52) 0.83 0.88 F-72 Exhibit 4.13 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#COMMON STOCKPAR VALUE $0.001COMMON STOCKTHIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ ANDCOLLEGE STATION, TXEQUINIX, INC. CUSIP 29444U 70 0INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARETHIS CERTIFIES THAT SEE REVERSE FOR CERTAIN DEFINITIONSFULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OFEQUINIX, INC., transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of the Certificate properly endorsed. This Certificate is not valid unless countersigned by theTransfer Agent and registered by the Registrar.Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.PO BOX 43004, Providence, RI 02940-3004MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4CUSIP XXXXXX XX X Holder ID XXXXXXXXXXInsurance Value 00.1,000,000 Number of Shares 123456DTC 12345678901234512345678Certificate Numbers Num/No Denom. . Total1234567890/1234567890 11 1 1234567890/1234567890 22 2 1234567890/1234567890 33 3 1234567890/1234567890 44 4 1234567890/1234567890 55 5 1234567890/1234567890 66 6Total Transaction 7 DATED DD-MMM-YYYYCOUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A.TRANSFER AGENT AND REGISTRAR,AUTHORIZED SIGNATURE By Chief Legal Officer and SecretaryShares * * 000000 ******************* * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 **************is the owner ofSEALCertificate NumberZQ00000000EQUINIX, INC.A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIESTHEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS AS ESTABLISHED, FROM TIME TO TIME, BY THE AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION AND BY ANY CERTIFICATE OF DESIGNATION, AND THE NUMBER OF SHARES CONSTITUTING EACH CLASSAND SERIES AND THE DESIGNATIONS THEREOF, MAY BE OBTAINED BY THE HOLDER HEREOF UPON REQUEST AND WITHOUT CHARGE FROM THE CORPORATION AT ITSPRINCIPAL OFFICE.PURSUANT TO ARTICLE XI OF THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECTTO RESTRICTIONS ON TRANSFER AND OWNERSHIP, AND THE HOLDERS OF SUCH SHARES MAY BE REQUIRED TO PROVIDE CERTAIN INFORMATION TO THE CORPORATION. THECORPORATION WILL FURNISH A STATEMENT ABOUT RESTRICTIONS ON TRANSFERABILITY AND OWNERSHIP AND THE REQUIREMENTS TO PROVIDE SUCH INFORMATION TOANY STOCKHOLDER ON REQUEST TO THE CORPORATION OR THE TRANSFER AGENT AND WITHOUT CHARGE.The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian(Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act(State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT Custodian (until age. )and not as tenants in common (Cust) (Minor)under Uniform Transfers to Minors Act.(State) Additional abbreviations may also be used though not in the above list.PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEEFor value received, hereby sell, assign and transfer unto(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appointAttorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.Dated: 20 Signature: Signature:Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and LoanAssociations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific costbasis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult yourtax advisor if you need additional information about cost basis.If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred tothe appropriate state. EXHIBIT 10.48EXECUTION VERSION Published CUSIP Number: 29446BAF3CREDIT AGREEMENTDated as of December 17, 2014amongEQUINIX, INC.,as Borrower,The Guarantors Party Hereto,BANK OF AMERICA, N.A.,as Administrative Agent, Lenderand L/C Issuer,JPMORGAN CHASE BANK, N.A. andTD SECURITIES (USA) LLC,as Co-Syndication Agents,BARCLAYS BANK PLC,CITIBANK, N.A.,ROYAL BANK OF CANADA,andING BANK N.V., SINGAPORE BRANCH,as Co-Documentation AgentsandThe Other Lenders Party HeretoMERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,J. P. MORGAN SECURITIES LLC,andTD SECURITIES (USA) LLCasJoint Lead Arrangers and Book Runners TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01. Defined Terms 1 1.02. Other Interpretive Provisions 34 1.03. Accounting Terms 35 1.04. Rounding 35 1.05. Exchange Rates; Currency Equivalents 36 1.06. Additional Alternative Currencies 36 1.07. Change of Currency 37 1.08. Times of Day 37 1.09. Letter of Credit Amounts 37 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 38 2.01. Loans 38 2.02. Borrowings, Conversions and Continuations of Loans 38 2.03. Letters of Credit 40 2.04. Prepayments 50 2.05. Termination or Reduction of Revolving Commitments 51 2.06. Repayment of Loans 52 2.07. Interest 52 2.08. Fees 53 2.09. Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin 54 2.10. Evidence of Debt 54 2.11. Payments Generally; Administrative Agent’s Clawback 55 2.12. Sharing of Payments by Lenders 56 2.13. Increase in Commitments 57 2.14. Cash Collateral 59 2.15. Defaulting Lenders 60 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 62 3.01. Taxes 62 3.02. Illegality 66 iTABLE OF CONTENTS(continued) Page 3.03. Inability to Determine Rates 67 3.04. Increased Costs; Reserves on Eurocurrency Rate Loans 68 3.05. Compensation for Losses 69 3.06. Mitigation Obligations; Replacement of Lenders 70 3.07. Survival 71 ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 71 4.01. Conditions of Initial Credit Extension 71 4.02. Conditions to all Credit Extensions 73 ARTICLE V. REPRESENTATIONS AND WARRANTIES 74 5.01. Existence, Qualification and Power 74 5.02. Authorization; No Contravention 74 5.03. Governmental Authorization; Other Consents 75 5.04. Binding Effect 75 5.05. Financial Statements; No Material Adverse Effect 75 5.06. Litigation 75 5.07. No Default 76 5.08. Ownership of Property; Liens 76 5.09. Environmental Compliance 76 5.10. Insurance 76 5.11. Taxes 76 5.12. ERISA Compliance 77 5.13. Subsidiaries; Equity Interests 77 5.14. Margin Regulations; Investment Company Act 78 5.15. Disclosure 78 5.16. Compliance with Laws 78 5.17. Taxpayer Identification Number 78 5.18. Collateral Documents 78 5.19. REIT Status 79 5.20. OFAC and Sanctions 79 5.21. Anti-Corruption Laws 79 iiTABLE OF CONTENTS(continued) Page ARTICLE VI. AFFIRMATIVE COVENANTS 79 6.01. Financial Statements 79 6.02. Certificates; Other Information 80 6.03. Notices 81 6.04. Payment of Obligations 82 6.05. Preservation of Existence, Etc 82 6.06. Maintenance of Properties 82 6.07. Maintenance of Insurance 82 6.08. Compliance with Laws 83 6.09. Books and Records 83 6.10. Inspection Rights 83 6.11. Use of Proceeds 83 6.12. ERISA Plans 83 6.13. Protection of Negative Pledge 83 6.14. Additional Subsidiary Guarantors 84 6.15. Cooperation; Further Assurances 84 6.16. Designation of Unrestricted Subsidiaries 85 6.17. Certain Post-Closing Matters 85 6.18. Maintenance of REIT Status 85 6.19. Anti-Corruption Laws and Sanctions Laws 85 ARTICLE VII. NEGATIVE COVENANTS 86 7.01. Liens 86 7.02. Investments 88 7.03. Indebtedness 88 7.04. Fundamental Changes 88 7.05. Maintenance of Assets; Dispositions 89 7.06. Restricted Payments 90 7.07. Change in Nature of Business 92 7.08. Transactions with Affiliates 92 7.09. Burdensome Agreements 92 iiiTABLE OF CONTENTS(continued) Page 7.10. Use of Proceeds 92 7.11. Financial Covenants 93 7.12. Negative Pledge 93 7.13. Prepayments of Certain Indebtedness 93 7.14. Sanctions 93 7.15. Anti-Corruption Laws 94 7.16. Foreign Subsidiary Holdcos 94 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 94 8.01. Events of Default 94 8.02. Remedies Upon Event of Default 96 8.03. Application of Funds 97 ARTICLE IX. ADMINISTRATIVE AGENT 98 9.01. Appointment and Authority 98 9.02. Rights as a Lender 99 9.03. Exculpatory Provisions 99 9.04. Reliance by Administrative Agent 100 9.05. Delegation of Duties 100 9.06. Resignation of Administrative Agent 101 9.07. Non-Reliance on Administrative Agent and Other Lenders 102 9.08. No Other Rights or Duties, Etc 102 9.09. Administrative Agent May File Proofs of Claim; Credit Bidding 102 9.10. Collateral and Multiparty Guaranty Matters 103 9.11. Secured Cash Management Agreements and Secured Hedge Agreements 104 ARTICLE X. MISCELLANEOUS 105 10.01. Amendments, Etc 105 10.02. Notices; Effectiveness; Electronic Communication 106 10.03. No Waiver; Cumulative Remedies; Enforcement 108 10.04. Expenses; Indemnity; Damage Waiver 109 10.05. Payments Set Aside 111 10.06. Successors and Assigns 111 ivTABLE OF CONTENTS(continued) Page 10.07. Treatment of Certain Information; Confidentiality 116 10.08. Right of Setoff 117 10.09. Interest Rate Limitation 117 10.10. Counterparts; Integration; Effectiveness 118 10.11. Survival of Representations and Warranties 118 10.12. Severability 118 10.13. Replacement of Lenders 118 10.14. Governing Law; Jurisdiction; Etc 119 10.15. Waiver of Jury Trial 120 10.16. No Advisory or Fiduciary Responsibility 121 10.17. Electronic Execution of Assignments and Certain Other Documents 121 10.18. USA PATRIOT Act 121 10.19. Multiparty Guaranty 122 10.20. Designation as Senior Debt 125 10.21. Judgment Currency 125 10.22. Subordination 125 10.23. Parallel Debt (Dutch Collateral Documents) 126 10.24. Waiver of Certain Notices Under the Existing Credit Agreement 127 vSCHEDULES1.01 Existing Letters of Credit2.01 Commitments and Applicable Percentages5.13 Subsidiaries; Other Equity Investments6.16 Unrestricted Subsidiaries6.17 Certain Post-Closing Matters7.01 Existing Liens10.02 Administrative Agent’s Office; Certain Addresses for NoticesEXHIBITSForm of A Loan NoticeB Revolving NoteC Term NoteD Compliance CertificateE Joinder AgreementF Pledge and Security AgreementG-1 Assignment and AssumptionG-2 Administrative QuestionnaireH Secured Party Designation NoticeCREDIT AGREEMENTThis CREDIT AGREEMENT (“Agreement”) is entered into as of December 17, 2014, among EQUINIX, INC., a Delaware corporation (“Equinix” orthe “Borrower”), EQUINIX LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Equinix (“OpCo”), SWITCH & DATA LLC,a Delaware limited liability company and indirect wholly-owned Subsidiary of Equinix (“S&D”), and any other Person that executes a Joinder Agreementfollowing the date hereof pursuant to Section 6.14 in order to become a Guarantor hereunder for purposes of Section 10.19 (together with OpCo and S&D,collectively, the “Guarantors” and individually, a “Guarantor”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a“Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. and TD SECURITIES (USA)LLC, as Co-Syndication Agents, BARCLAYS BANK PLC, CITIBANK, N.A., ROYAL BANK OF CANADA and ING BANK N.V., SINGAPORE BRANCH,as Co-Documentation Agents, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J. P. MORGAN SECURITIES LLC, and TDSECURITIES (USA) LLC, as Joint Lead Arrangers and Book Runners, with reference to the following facts:RECITALSWHEREAS, the Borrower has requested that the Lenders provide a multi-currency revolving credit and term loan facility, and the Lenders are willingto do so on the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants, agreements and provisions contained herein, the parties hereto covenant and agree asfollows:ARTICLE I.DEFINITIONS AND ACCOUNTING TERMS1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:“4.75% Convertible Subordinated Notes Due 2016” means those certain 4.75% convertible subordinated notes due June 2016, issued by Equinix inJune 2009, in an initial aggregate principal amount of $373,750,000, in favor of the holders thereof pursuant to an indenture dated as of June 12, 2009,between Equinix, as issuer, and U.S. Bank National Association, as trustee.“4.875% Senior Notes Due 2020” means those certain 4.875% senior notes due April 2020, issued by Equinix in March 2013, in an initial aggregateprincipal amount of $500,000,000, in favor of the holders thereof pursuant to an indenture dated as of March 5, 2013, between Equinix, as issuer, and U.S.Bank National Association, as trustee.“5.375% Senior Notes Due 2022” means those certain 5.375% senior notes due January 2022, issued by Equinix in November 2014, in an initialaggregate principal amount of $750,000,000, in favor of the holders thereof pursuant to an indenture dated as of November 20, 2014, between Equinix, asissuer, and U.S. Bank National Association, as trustee, as supplemented by a First Supplemental Indenture dated as of November 20, 2014.“5.375% Senior Notes Due 2023” means those certain 5.375% senior notes due April 2023, issued by Equinix in March 2013, in an initial aggregateprincipal amount of $1,000,000,000, in favor of the holders thereof pursuant to an indenture dated as of March 5, 2013, between Equinix, as issuer, and U.S.Bank National Association, as trustee.“5.750% Senior Notes Due 2025” means those certain 5.750% senior notes due January 2025, issued by Equinix in November 2014, in an initialaggregate principal amount of $500,000,000, in favor of the holders thereof pursuant to an indenture dated as of November 20, 2014, between Equinix, asissuer, and U.S. Bank National Association, as trustee, as supplemented by a Second Supplemental Indenture dated as of November 20, 2014.“7.00% Senior Notes Due 2021” means those certain 7.00% senior notes due July 2021, issued by Equinix in July 2011, in an initial aggregateprincipal amount of $750,000,000, in favor of the holders thereof pursuant to an indenture dated as of July 13, 2011, between Equinix, as issuer, and U.S.Bank National Association, as trustee.“Acquisition” means a purchase or other acquisition, direct or indirect, by any Person of all or substantially all of the assets or all or substantially all ofthe business of any other Person or of a line of business of any other Person (whether by acquisition of Equity Interests, assets, permitted merger or anycombination thereof).“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successoradministrative agent.“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth onSchedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time totime notify to the Borrower and the Lenders.“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit G-2 or any other form approved by theAdministrative Agent.“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlledby or is under common Control with the Person specified.“Aggregate Commitments” means the Commitments of all the Lenders.“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders.“Agreement” means this Credit Agreement. -2-“Alternative Currency” means each of Euro, Sterling, Yen, Canadian Dollars, Australian Dollars, Hong Kong Dollars, Singapore Dollars, Swiss Francsand each other currency (other than Dollars) that is approved in accordance with Section 1.06.“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in theapplicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate(determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar and applicablelegislation in other jurisdictions.“Applicable Margin” means the following interest rate margins (expressed in basis points per annum), based upon the Consolidated Net LeaseAdjusted Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): PricingLevel Consolidated Net LeaseAdjusted LeverageRatio ApplicableMargin forLIBORRevolvingLoans/Letterof Credit Fees ApplicableMargin forLIBORTermLoans ApplicableMargin forBase RateRevolvingLoans ApplicableMargin forBase RateTermLoans FacilityFee 3 >4.50:1 140.0 175.0 40.0 75.0 35.0 2 < 4.50:1 but > 3.25:1 120.0 150.0 20.0 50.0 30.0 1 <3.25:1 100.0 125.0 0 25.0 25.0 Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated Net Lease Adjusted Leverage Ratio shall becomeeffective two Business Days after the date that the Administrative Agent receives a duly completed Compliance Certificate pursuant to Section 6.02(a);provided, however, that if the Administrative Agent fails to receive a Compliance Certificate on the due date therefor provided in Section 6.02(a), then thehighest Applicable Margin set forth above (i.e., the highest Pricing Level) shall immediately apply and shall continue to apply until such ComplianceCertificate is thereafter received, indicating a change in the Consolidated Net Lease Adjusted Leverage Ratio that results in a decrease from the highestApplicable Margin, which decrease shall become effective two Business Days after the date of such receipt by the Administrative Agent.As of the Closing Date, Pricing Level 2 shall apply. Pricing Level 2 shall remain in effect until two Business Days after the date that the AdministrativeAgent receives a duly completed Compliance Certificate pursuant to Section 6.02(a) for the fiscal year ended December 31, 2014. -3-“Applicable Percentage” means with respect to any Lender at any time, with respect to any Facility, the percentage (carried out to the ninth decimalplace) of the Aggregate Commitments with respect to such Facility represented by such Lender’s Commitment with respect to such Facility at such time,subject to adjustment as provided in Section 2.15. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C CreditExtensions have been terminated pursuant to Section 8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of eachLender with respect to the Revolving Facility shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect toany subsequent assignments. After the Term Loans have been advanced, the Applicable Percentage of any Lender with respect to the Term Facility shall bedetermined based on the Outstanding Amount of the Term Loans at such time. The initial Applicable Percentage of each Lender with respect to each Facilityis set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto,as applicable.“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for suchAlternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on therelevant date in accordance with normal banking procedures in the place of payment.“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of anentity that administers or manages a Lender.“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the sameinvestment advisor.“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whoseconsent is required by Section 10.06(b), and accepted by the Administrative Agent, in substantially the form of Exhibit G-1 or any other form (includingelectronic documentation generated by use of an electronic platform) approved by the Administrative Agent.“Attributable A/R Share” means, with respect to any Subsidiary, an amount equal to the product of (a) the percentage of the Equity Interests of suchSubsidiary owned directly or indirectly by Equinix multiplied by (b) the net accounts receivable of such Subsidiary.“Attributable Asset Share” means, with respect to any Subsidiary, an amount equal to the product of (a) the percentage of the Equity Interests of suchSubsidiary owned directly or indirectly by Equinix multiplied by (b) the total assets of such Subsidiary.“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear ona balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalizedamount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordancewith GAAP if such lease were accounted for as a Capital Lease. -4-“Audited Financial Statements” means the audited consolidated balance sheet of Equinix and its Subsidiaries for the fiscal year ended December 31,2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Equinix and itsSubsidiaries, including the notes thereto.“Australian Dollars” or “AUD” means the lawful currency of the Commonwealth of Australia.“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of theAggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation ofthe L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.“Bank of America” means Bank of America, N.A. and its successors.“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest ineffect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%. The “primerate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions andother factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such primerate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.“Base Rate Revolving Loan” means a Revolving Loan that is a Base Rate Loan.“Base Rate Term Loan” means a Term Loan that is a Base Rate Loan.“Borrower” has the meaning specified in the introductory paragraph hereto, and shall include the Successor Parent upon the consummation of a mergerin accordance with Section 7.04(a)(ii).“Borrower Collateral Limit” means an amount equal to (a) $400,000,000 until such time that either the 7.00% Senior Notes Due 2021 have beenredeemed in full or the covenants in the Senior Notes Indenture applicable thereto are no longer in effect and (b) at all times thereafter, $750,000,000.“Borrower Materials” has the meaning specified in Section 6.02. -5-“Borrowing” means a Revolving Borrowing or a Term Borrowing, as the context may require.“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close in New York City orunder the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is locatedand:(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements andpayments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect ofany such Eurocurrency Rate Loan, means any such day that is also a London Banking Day;(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements andpayments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of anysuch Eurocurrency Rate Loan, means a TARGET Day;(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any suchday on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank marketfor such currency; and(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a EurocurrencyRate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuantto this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open forforeign exchange business in the principal financial center of the country of such currency.“Canadian Dollars”, “CAD” or “Cdn. $” means the lawful currency of Canada.“Capital Lease” means any lease obligation that, in accordance with GAAP, is required to be capitalized on the books of a lessee.“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuerand the Lenders, as collateral for L/C Obligations, or obligations of Lenders to fund participations in respect thereof (as the context may require), cash ordeposit account balances or, if the L/C Issuer benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant todocumentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer. “Cash Collateral” shall have a meaningcorrelative to the foregoing and shall include the proceeds of such cash collateral and other credit support.“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds -6-transfer, automated clearinghouse, zero balance accounts, returned check, concentration, controlled disbursement, lockbox, account reconciliation andreporting and trade finance services and other cash management services.“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into a CashManagement Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a CashManagement Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be aLender or such Person’s Affiliate ceases to be a Lender); provided, however, that for any of the foregoing to be included as a “Secured Cash ManagementAgreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or anAffiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date ofdetermination.“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by anyGovernmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by anyGovernmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer ProtectionAct and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directivespromulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the UnitedStates or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the dateenacted, adopted or issued.“Change of Control” means an event or series of events by which:(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding anyemployee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary oradministrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire,whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of greater than50% of the equity securities of Equinix entitled to vote for members of the board of directors or equivalent governing body of Equinix on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or(b) except to the extent otherwise permitted under Section 7.04(a)(i)(A), Section 7.04(a)(i)(B), Section 7.04(a)(i)(D), Section 7.05(a)(i),Section 7.05(a)(ii), or Section 7.05(b), (i) Equinix ceases to own, directly or indirectly, all of the Equity -7-Interests of OpCo (or of OpCo’s successor by consolidation, merger or combination as may be permitted by the foregoing exceptions), (ii) Equinixceases to own, directly or indirectly, all of the Equity Interests of S&D (or of S&D’s successor by consolidation, merger or combination as may bepermitted by the foregoing exceptions), or (iii) Equinix ceases to own, directly or indirectly, all of the Equity Interests of each of the other Guarantors.“Closing Date” means the first date all of the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.“Code” means the United States Internal Revenue Code of 1986, as amended.“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is or is intended under the terms ofthe Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.“Collateral Documents” means, collectively, the Pledge and Security Agreement, each joinder agreement thereto, each of the foreign-law pledgeagreements, each of the other security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant toSection 6.14 or 6.17, as the case may be, and each of the other agreements, instruments or documents (including Uniform Commercial Code financingstatements, consents, stock powers, assignments separate from certificates, and other similar instruments) which create or purport to create a Lien in favor ofthe Administrative Agent for the benefit of the Secured Parties.“Commitment” means a Revolving Commitment or a Term Commitment, as the context requires.“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.“Compliance Certificate” means a certificate substantially in the form of Exhibit D.“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that arefranchise Taxes or branch profits Taxes.“Consolidated EBITDAR” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidated basis, an amount equal toConsolidated Net Income for the Measurement Period plus the sum of the following expenses (to the extent deducted in calculating such Consolidated NetIncome) for such Measurement Period: (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) non-cash stock-based compensation expense and (vi) rent expense. For purposes of calculating Consolidated EBITDAR, Consolidated Net Income shall be determinedwithout deduction for any of the following items: (a) noncash expenses, charges and losses (including the write-down of any unamortized transaction costs,fees, original issue or underwriting discounts and expenses as a result of the redemption, refinancing, refunding, prepayment or exchange of, or modificationto the terms of, any Indebtedness, to the extent not prohibited by this Agreement) not to exceed -8-$100,000,000 in the aggregate in any fiscal year of Equinix, (b) one-time costs, fees, original issue or underwriting discounts, premiums, expenses, chargesand losses incurred in connection with any actual or proposed (1) issuance of Indebtedness or Equity Securities, (2) redemptions, refinancings, refundings,prepayments or exchanges of, or modifications to the terms of, any Indebtedness, (3) restructurings of or modifications to any operating leases,(4) Acquisitions, (5) Investments or (6) Dispositions, in each case to the extent not prohibited by this Agreement (including, for the avoidance of doubt, theissuance by Equinix of the 5.375% Senior Notes Due 2022 and the 5.750% Senior Notes Due 2025, the redemption of the 7.00% Senior Notes Due 2021 andthe entry by Equinix into this Agreement and the other Loan Documents), (c) ongoing expenses relating to the maintenance of Equinix’s status as a REIT andcompliance with REIT rules and regulations, and (d) costs and expenses of Equinix and its Subsidiaries associated with the REIT Conversion (including,without limitation, planning and advisory costs related to the foregoing) but only to the extent such costs and expenses do not exceed $200,000,000 in theaggregate. For purposes of calculating Consolidated EBITDAR for any period in which a Permitted Acquisition has been consummated, ConsolidatedEBITDAR shall be adjusted to include (A) the historical EBITDAR of the Person acquired in such Permitted Acquisition for the applicable MeasurementPeriod on a pro forma basis as if such Permitted Acquisition had been consummated on the first day of the applicable Measurement Period, as the EBITDARof such acquired Person is reflected in its historical audited financial statements for the most recently ended fiscal year, and management prepared unauditedstatements for any periods following the end of such fiscal year and (B) expected cost savings (without duplication of actual cost savings or other charges orexpenses that are otherwise added back in calculating Consolidated EBITDAR) and synergies to the extent (x) such cost savings and synergies would bepermitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article 11 of Regulation S-X under the SecuritiesAct of 1933, and as certified by a Responsible Officer of the Borrower or (y) such cost savings or synergies are factually supportable and have been realized orare reasonably expected to be realized within 365 days following such Permitted Acquisition; provided that the aggregate amount of cost savings andsynergies added pursuant to this clause (B) shall not exceed fifteen percent (15%) of Consolidated EBITDAR (calculated before giving effect to this clause(B)) in the aggregate for the Measurement Period; provided, further, that for addbacks to cost savings and synergies under clause (y), the Borrower shall havedelivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to theAdministrative Agent, certifying that such cost savings and synergies meet the requirements set forth in clause (y), together with reasonably detailedevidence in support thereof. In the event that there are only unaudited financial statements or no financial statements available for such acquired Person, thenthe pro forma adjustments described in clause (A) above shall be made based on such unaudited financial statements or reasonable estimates as may be agreedbetween the Borrower and the Administrative Agent.“Consolidated Fixed Charges” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidated basis, the sum of, withoutduplication, (a) the current maturities of long-term debt for the next twelve months (but excluding (i) any Convertible Subordinated Notes, (ii) the currentportion of the Revolving Facility, (iii) the final installment of the Term Loans and (iv) the 4.875% Senior Notes Due 2020), (b) the principal portion of thecurrent maturity of Capital Lease obligations for the next twelve months, (c) interest expense for the Measurement Period most recently ended, and (d) rentexpense for the Measurement Period most recently ended. -9-“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDAR for the MeasurementPeriod ending on such date to (b) Consolidated Fixed Charges.“Consolidated Funded Indebtedness” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidated basis, the sum of(a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and allobligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all direct obligations arising under letters of credit(including standby and commercial) and bank guaranties (but excluding any of the foregoing to the extent secured by cash collateral), (c) AttributableIndebtedness in respect of Capital Leases and Synthetic Lease Obligations, (d) without duplication, all Guarantees with respect to outstanding Indebtednessof the types specified in clauses (a) through (c) above of Persons other than Equinix or any Subsidiary thereof, and (e) all Indebtedness of the types referred toin clauses (a) through (d) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) inwhich Equinix or a Subsidiary thereof is a general partner or joint venturer, except to the extent such Indebtedness is expressly made non-recourse to Equinixor such Subsidiary. Notwithstanding the foregoing, as of any date of determination, “Consolidated Funded Indebtedness” shall not include the outstandingprincipal amount of any debt securities to the extent that, as of such date, Equinix shall have delivered (or the indenture trustee under the applicableindenture shall have delivered on Equinix’s behalf) to the holders of such debt securities an irrevocable notice of redemption with respect to all of such debtsecurities and shall have deposited funds with the indenture trustee or into an escrow account in an amount required to effect such redemption, unless anyportion of such debt securities shall not in fact be redeemed within 35 days of such notice of redemption and deposit of funds.“Consolidated Net Income” means, for any period, for Equinix and its Subsidiaries on a consolidated basis, the net income of Equinix and itsSubsidiaries (excluding extraordinary gains and extraordinary losses) for that period.“Consolidated Net Lease Adjusted Indebtedness” means as of any date of determination, with respect to Equinix and its Subsidiaries, the sum, withoutduplication, of (i) Consolidated Funded Indebtedness as of such date, plus (ii) rent expense for the Measurement Period ending on such date multiplied by six(6), minus (iii) the amount of unencumbered (other than by Liens permitted under clauses (a), (c) and (g) of Section 7.01) and unrestricted cash, cashequivalents, freely tradable and liquid short term investments, and freely tradable and liquid long term investments of Equinix and its Subsidiaries as of suchdate.“Consolidated Net Lease Adjusted Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Lease AdjustedIndebtedness as of such date of determination to (b) Consolidated EBITDAR for the Measurement Period ending on such date. -10-“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or otherundertaking to which such Person is a party or by which it or any of its property is bound.“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whetherthrough the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.“Convertible Subordinated Notes” means, collectively the 4.75% Convertible Subordinated Notes Due 2016 and any other convertible subordinatednotes or debentures issued by the Borrower after the date hereof, which are subordinated to the Obligations on terms no less favorable to the Lenders, in anymaterial respect, than the 4.75% Convertible Subordinated Notes Due 2016.“Corresponding Debt” has the meaning specified in Section 10.23.“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for thebenefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicablejurisdictions from time to time in effect and affecting the rights of creditors generally.“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, wouldbe an Event of Default.“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) theApplicable Margin applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the DefaultRate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b) whenused with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus 2% per annum.“Defaulting Lender” means, subject to Section 2.15(b), any Lender that, as determined by the Administrative Agent, (a) has failed to (i) fund all or anyportion of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit, within two Business Days of thedate required to be funded by it hereunder, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result ofsuch Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicabledefault, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any Lender any otheramount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due,(b) has notified the Borrower, the Administrative Agent or any L/C Issuer or Lender that it does not -11-intend to comply with its funding obligations, or has made a public statement to that effect with respect to its funding obligations hereunder or generallyunder other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loanhereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent,together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within threeBusiness Days after written request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with itsfunding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation bythe Administrative Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law,or (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of itsbusiness or assets (including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity) or acustodian appointed for it; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest inthat Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or providesuch Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assetsor permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Anydetermination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effectivedate of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject toSection 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by theAdministrative Agent to the Borrower, L/C Issuer and each other Lender promptly following such determination.“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property byany Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claimsassociated therewith.“Dollar” and “$” mean lawful money of the United States.“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amountdenominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the casemay be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with suchAlternative Currency. -12-“Domestic Subsidiary” means a Subsidiary of Equinix formed under the laws of the United States or any state thereof.“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), and (v) (subject to such consents, ifany, as may be required under Section 10.06(b)(iii)).“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unifiedEuropean currency.“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or therelease of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or publicsystems.“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines,penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreementor other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.“Equinix” has the meaning specified in the introductory paragraph hereto, and shall include the Successor Parent upon the consummation of a mergerin accordance with Section 7.04(a)(ii).“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of thewarrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) suchPerson, all of the 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 acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests insuch Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rightsor other interests are outstanding on any date of determination.“ERISA” means the Employee Retirement Income Security Act of 1974.“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Equinix or any Subsidiary thereof within themeaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). -13-“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a PensionPlan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or acessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or anyERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, thetreatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminatea Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee toadminister, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within themeaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA,other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.“Euro”, “EUR” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.“Eurocurrency Rate” means:(a) for any Interest Period with respect to a Eurocurrency Rate Loan:(i) in the case of a Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank OfferedRate (“LIBOR”) or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page(or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) atapproximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (fordelivery on the first day of such Interest Period) with a term equivalent to such Interest Period;(ii) in the case of a Eurocurrency Rate Loan denominated in Canadian dollars, the rate per annum equal to the Canadian Dealer Offered Rate, or acomparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such othercommercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m.(Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;(iii) in the case of a Eurocurrency Rate Loan denominated in Australian Dollars, the rate per annum equal to the Bank Bill Swap Reference BidRate or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or suchother commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m.(Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; and -14-(iv) in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency, the rate designated with respect to suchAlternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06 (a); and(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m., Londontime determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one monthcommencing that day;provided that (x) if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; (y) to the extent acomparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall beapplied in a manner consistent with market practice; and (z) to the extent such market practice is not administratively feasible for the Administrative Agent,such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” Eurocurrency RateLoans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.“Eurocurrency Rate Revolving Loan” means a Revolving Loan that is a Eurocurrency Rate Loan.“Eurocurrency Rate Term Loan” means a Term Loan that is a Eurocurrency Rate Loan.“Event of Default” has the meaning specified in Section 8.01.“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the MultipartyGuaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomesillegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or officialinterpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the CommodityExchange Act (determined after giving effect to Section 10.19(k) and any other “keepwell, support or other agreement” for the benefit of such Guarantor andany and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Multiparty Guaranty of such Guarantor, or a grant by suchGuarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governingmore than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Multiparty Guarantyor security interest is or becomes excluded in accordance with the first sentence of this definition.“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from apayment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch -15-profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of anyLender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) inthe case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interestin a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other thanpursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that,pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lenderbecame a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply withSection 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.“Existing Administrative Agent” has the meaning specified in the definition of “Existing Credit Agreement”.“Existing Credit Agreement” means that certain Credit Agreement, dated as of June 28, 2012 (as amended) among the Borrower, the subsidiaryguarantors party thereto, Bank of America, as administrative agent thereunder (in such capacity, the “Existing Administrative Agent”), the L/C Issuerthereunder, and the lenders party thereto.“Existing Letters of Credit” means, collectively, the Letters of Credit identified on Schedule 1.01.“Existing Loan Documents” means the “Loan Documents”, as such term is defined in the Existing Credit Agreement.“Facility” means the Term Facility or the Revolving Facility, as the context may require.“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated,(b) all Obligations have been paid in full in cash (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired(other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have beenmade).“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantivelycomparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements enteredinto pursuant to Section 1471(b)(1) of the Code.“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions withmembers of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal -16-Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate forsuch day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rateis so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to awhole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent and (c) if theFederal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.“Fee Letter” means the letter agreement, dated November 13, 2014, among the Borrower, the Administrative Agent and the Left Lead Arranger.“Foreign Lender” means, with respect to the Borrower, any Lender or L/C Issuer that is organized under the Laws of a jurisdiction other than that inwhich the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall bedeemed to constitute a single jurisdiction.“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the Districtof Columbia.“Foreign Subsidiary Holdco” means any Domestic Subsidiary substantially all of whose assets consist (or any Domestic Subsidiary that is formed forthe purpose of holding assets that substantially consist) of Equity Interests or Indebtedness of (a) one or more Foreign Subsidiaries or (b) other ForeignSubsidiary Holdcos described in clause (a).“FRB” means the Board of Governors of the Federal Reserve System of the United States.“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage ofthe Outstanding Amount of all L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has beenreallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing incommercial loans and similar extensions of credit in the ordinary course of its activities.“Funds From Operations” means, with respect to any fiscal period, an amount equal to the net income (or deficit) of Equinix and its Subsidiaries forthat period computed on a consolidated basis in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation andamortization and after adjustments for unconsolidated partnerships and joint ventures; provided that Funds From Operations shall exclude one-time or non-recurring charges and impairment charges, charges from the early extinguishment of indebtedness and other non-cash charges. Adjustments forunconsolidated partnerships and joint ventures will be calculated to reflect Funds From Operations on the same basis. To the extent not inconsistent with theforegoing, Funds From Operations shall be reported in accordance with the NAREIT Policy Bulletin dated April 5, 2002, as amended, restated, supplementedor otherwise modified from time to time. -17-“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the AccountingPrinciples Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting StandardsBoard or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to thecircumstances as of the date of determination, consistently applied.“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state orlocal, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or theEuropean Central Bank).“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect ofguaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly orindirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of)such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of suchIndebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital orany other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay suchIndebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or otherobligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) and will include theMultiparty Guaranty set forth in Section 10.19, or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any otherPerson, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of suchIndebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of therelated primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonablyanticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.“Guarantors” has the meaning specified in the introductory paragraph hereto, and in addition, shall include, with respect to the payment andperformance by each Specified Loan Party of its obligations under its Multiparty Guaranty with respect to all Swap Obligations, the Borrower.“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants,including petroleum or petroleum -18-distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes ofany nature regulated pursuant to any Environmental Law.“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract not prohibited underArticle VI or Article VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract notprohibited under Article VI or Article VII, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or suchPerson’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or an Affiliate of aLender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured HedgeAgreement and provided further that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by theAdministrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered aSecured Party Designation Notice to the Administrative Agent prior to such date of determination.“Hong Kong Dollars” or “HKD” means the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of China.“Hostile Acquisition” means an Acquisition of all or substantially all of the Equity Interests of a Person through a tender offer or similar solicitation ofthe owners of such Equity Interests which has not been approved (prior to the consummation of such Acquisition) by the board of directors (or any otherapplicable governing body) of such Person or by similar or other appropriate action if such Person is not a corporation, or as to which, at the time ofconsummation of such Acquisition, any such prior approval has been withdrawn.“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness orliabilities in accordance with GAAP:(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreementsor other similar instruments;(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,bank guaranties, surety bonds and similar instruments;(c) net obligations of such Person under any Swap Contract;(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinarycourse of business and (ii) post-closing purchase price adjustments or earnout obligations in connection with Permitted Acquisitions, in the case of thisclause (ii), until such obligations become a liability on the balance sheet of such Person in accordance with GAAP); -19-(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (includingindebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by suchPerson or is limited in recourse;(f) Capital Leases and Synthetic Lease Obligations;(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in suchPerson or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preferenceplus accrued and unpaid dividends; and(h) all Guarantees of such Person in respect of any of the foregoing.For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that isitself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Indebtedness isexpressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the SwapTermination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount ofAttributable Indebtedness in respect thereof as of such date.“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligationof any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.“Indemnitees” has the meaning specified in Section 10.04(b).“Information” has the meaning specified in Section 10.07.“Intercompany Accounts” means those accounts receivable of each Loan Party where the account debtor or obligor is a Subsidiary or Affiliate of suchLoan Party.“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and theMaturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every threemonths after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of eachMarch, June, September and December and the Maturity Date.“Interest Period” means as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or convertedto or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (or, if consented to by all Lenders pursuant to thefirst proviso to Section 2.02(a), a shorter period, or nine or twelve months thereafter), as selected by the Borrower in its Loan Notice; provided that: -20-(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Dayunless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on thenext preceding Business Day;(ii) any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for whichthere is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendarmonth at the end of such Interest Period; and(iii) no Interest Period shall extend beyond the Maturity Date.“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or otheracquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, orpurchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest insuch other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition(in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount ofany Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.“IRS” means the United States Internal Revenue Service.“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International BankingLaw & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrumententered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E executed and delivered in accordance with the provisions ofSection 6.14, or any other form approved by Administrative Agent.“Joint Lead Arrangers” means the Left Lead Arranger, J. P. Morgan Securities LLC and TD Securities (USA) LLC, in their capacities as joint leadarrangers and book runners.“JV Entity” means a non-wholly-owned Subsidiary or joint venture in which Equinix or one or more of its Subsidiaries is a joint venturer with anotherPerson.“JV Interest” means an Equity Interest in a JV Entity.“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes andadministrative or judicial -21-precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretationor administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, anyGovernmental Authority, in each case whether or not having the force of law.“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its ApplicablePercentage. All L/C Advances shall be denominated in Dollars.“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date whenmade or refinanced as a Revolving Borrowing. All L/C Borrowings shall be denominated in Dollars.“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of theamount thereof.“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any other Lender appointed by the Borrower (with theconsent of the Administrative Agent and such appointed Lender) as an issuer of Letters of Credit hereunder by written notice to the Lenders as a replacementfor any L/C Issuer who is at the time of such appointment a Defaulting Lender, or any successor issuer of Letters of Credit hereunder. Any reference to “theL/C Issuer” herein shall mean either Bank of America or such other Lender as appointed by the Borrower pursuant to this definition, as applicable.“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus theaggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter ofCredit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date ofdetermination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.“Left Lead Arranger” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as left lead arranger and joint book runner.“Lender” has the meaning specified in the introductory paragraph hereto.“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or suchother office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent which office may include any Affiliate of suchLender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include itsapplicable Lending Office.“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit. -22-“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time inuse by the L/C Issuer.“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, thenext preceding Business Day).“Letter of Credit Fee” has the meaning specified in Section 2.03(h).“Letter of Credit Sublimit” means an amount equal to $150,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the AggregateCommitments.“LIBOR” has the meaning specified in the definition of Eurocurrency Rate.“LIBOR Quoted Currency” means each of the following currencies: Dollars; Euro; Sterling; Yen; and Swiss Franc; in each case as long as there is apublished LIBOR rate with respect thereto.“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditionalsale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantiallythe same economic effect as any of the foregoing).“Loan” means an extension of credit by a Lender to the Borrower under ARTICLE II in the form of a Revolving Loan or a Term Loan.“Loan Documents” means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant tothe provisions of Section 2.14 of this Agreement, the Fee Letter, each Request for Credit Extension, any guaranty of the Obligations by a Guarantor(including the Multiparty Guaranty), the Collateral Documents, each Joinder Agreement, any other joinder agreement executed by any Loan Party in favor ofthe Administrative Agent, any Lender or Secured Party with respect to any of the other Loan Documents, and any and all other agreements, documents andinstruments executed and/or delivered by or on behalf of or in support of any Loan Party to Administrative Agent, any Lender or any Secured Party or theirrespective authorized designee evidencing or otherwise relating to any of the Credit Extensions or hereunder (but specifically excluding any Secured HedgeAgreement or any Secured Cash Management Agreement).“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency RateLoans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by theAdministrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent),appropriately completed and signed by a Responsible Officer of the Borrower.“Loan Parties” means, collectively, the Borrower, each Guarantor and each Pledgor Subsidiary; provided, however, that each Pledgor Subsidiary shallbe excluded from the term -23-“Loan Parties” for purposes of such term’s use within (a) the definitions of “Intercompany Accounts”, “Loan Party Accounts Receivable”, “Material DomesticSubsidiary”, “Material Subsidiary”, “Net Loan Party Accounts Receivable” and “Real Property Lease Accounts”, and (b) Sections 4.01, 5.08, 5.17, 7.05(h),the last proviso of Section 7.05 and Section 9.10(a).“Loan Party Accounts Receivable” means (a) all “accounts” (as such term is defined under Article 9 of the Uniform Commercial Code of the applicablejurisdiction) owned by each Loan Party, whether now owned or existing, or hereafter created, acquired or arising (but excluding Real Property LeaseAccounts), (b) any instruments to the extent they evidence an account debtor’s payment obligations with respect to such accounts, (c) all proceeds (includingproceeds of any insurance policies, proceeds of proceeds and claims against third parties), and products of and supporting obligations for the property andassets described in the foregoing clauses (a) and (b).“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollarmarket.“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties,liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of therights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations underany Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Partyof any Loan Document to which it is a party.“Material Domestic Subsidiary” means, as at any date of determination (determined in accordance with GAAP), any Domestic Subsidiary or group ofDomestic Subsidiaries (other than Loan Parties or joint ventures) whose net accounts receivable (after intercompany eliminations and excluding RealProperty Lease Accounts), individually or collectively (as the case may be), equal or exceed 10.0% of all net accounts receivable of Equinix and its DomesticSubsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts) as of the end of the most recently completed fiscal quarter ofEquinix.“Material Subsidiary” means, as at any date of determination (determined in accordance with GAAP), any Subsidiary or group of Subsidiaries ofEquinix (other than Loan Parties) (a) whose total assets, individually or collectively (as the case may be), equal or exceed 20.0% of the consolidated totalassets (after intercompany eliminations) of Equinix and its Subsidiaries as of the end of the most recently completed fiscal quarter of Equinix, or (b) whoserevenue, individually or collectively (as the case may be), for the Measurement Period most recently ended equals or exceeds 10.0% of the consolidatedrevenue (after intercompany eliminations) of Equinix and its Subsidiaries for such Measurement Period.“Maturity Date” means December 17, 2019; provided, however, that if such date is not a Business Day, the Maturity Date shall be the immediatelypreceding Business Day. -24-“Measurement Period” means, at any date of determination, the rolling two most recently completed fiscal quarters of Equinix, annualized.“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISAAffiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.“Multiparty Guaranty” means, collectively, the guaranty made by the Guarantors in favor of the Secured Parties under Section 10.19.“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two ofwhom are not under common control, as such a plan is described in Section 4064 of ERISA.“Net Loan Party Accounts Receivable” means Loan Party Accounts Receivable excluding Intercompany Accounts.“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.“Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.“Note” means a Term Note or a Revolving Note, as the context may require.“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document orotherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or tobecome due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or anyAffiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interestand fees are allowed claims in such proceeding; provided that Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to suchLoan Party.“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.“OpCo” has the meaning specified in the introductory paragraph hereto.“Optional Prepayment Notice” has the meaning specified in Section 2.04(a).“Optional Termination/Reduction Notice” has the meaning specified in Section 2.05.“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent orcomparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the -25-certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form ofbusiness entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice withrespect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation ororganization and, if applicable, any certificate or articles of formation or organization of such entity.“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipientand the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed itsobligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced anyLoan Document, or sold or assigned an interest in any Loan or Loan Document).“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment madeunder, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise withrespect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignmentmade pursuant to Section 3.06).“Outstanding Amount” means (i) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amountthereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; and (ii) with respect to any L/CObligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to anyL/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result ofany reimbursements by the Borrower of Unreimbursed Amounts.“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) anovernight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking industry rules on interbankcompensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in theapplicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered forsuch day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.“Parallel Debt” has the meaning specified in Section 10.23.“Participant” has the meaning specified in Section 10.06(d).“Participant Register” has the meaning specified in Section 10.06(d). -26-“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation ofthe European Union relating to Economic and Monetary Union.“PBGC” means the Pension Benefit Guaranty Corporation.“Pension Act” means the Pension Protection Act of 2006.“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment paymentthereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305of ERISA.“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or iscontributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards underSection 412 of the Code.“Permitted Acquisition” means any Acquisition by Equinix or any of its Subsidiaries, provided that: (a) such Investment is not a Hostile Acquisition;and (b) after giving pro forma effect to the consummation of such Acquisition, (i) the Loan Parties shall be in compliance with each of the financial covenantsset forth in Section 7.11, and (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom.“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, GovernmentalAuthority or other entity.“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of theBorrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.“Platform” has the meaning specified in Section 6.02.“Pledge and Security Agreement” means the Pledge and Security Agreement made by the Borrower and the Guarantors, as pledgors and debtors, infavor of the Administrative Agent, substantially in the form of Exhibit F.“Pledged Subsidiary” has the meaning specified in Section 6.16.“Pledgor Subsidiary” has the meaning specified in Section 6.16.“Public Lender” has the meaning specified in Section 6.02.“Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an“eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such timeunder §1a(18)(A)(v)(II) of the Commodity Exchange Act. -27-“Rate Determination Date” means, with respect to any Interest Period, two (2) Business Days prior to the commencement of such Interest Period (orsuch other day as is generally treated as the rate fixing day by market practice in the relevant interbank market, as determined by the Administrative Agent;provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonablydetermined by the Administrative Agent).“Real Estate Holding Subsidiary” means any Subsidiary (other than a Material Domestic Subsidiary) the assets of which consist primarily of fee orleasehold interests in one or more real estate assets.“Real Property Lease Accounts” means those accounts receivable of each Loan Party arising from the lease or rental of real property by such Loan Partyto the extent such accounts receivable comprise collateral for a third party real property lender.“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of anyobligation of any Loan Party hereunder.“Register” has the meaning specified in Section 10.06(c).“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 Code.“REIT Conversion” means the proposed plan to convert Equinix into a REIT as described in its Current Report on Form 8-K filed with the SEC onSeptember 13, 2012, and the activities undertaken in good faith in connection therewith for the purpose of permitting Equinix to convert to, qualify and electto be treated as, a REIT.“REIT Conversion Date” means the date upon which Equinix converts to, becomes, and is otherwise qualified as, a REIT (for this purpose ignoring therequirement to elect to be a REIT, provided that a timely REIT election is ultimately made in due course).“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has beenwaived.“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice and (b) with respect to anL/C Credit Extension, a Letter of Credit Application. -28-“Required Lenders” means, as of any date of determination, at least two Lenders having more than 50% of the sum of the Aggregate Commitmentsunder the Revolving Facility and the Outstanding Amount of all Term Loans or, if the commitment of each Lender to make Loans and the obligation of theL/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, at least two Lenders holding in the aggregate more than 50% of theTotal Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by suchLender for purposes of this definition). The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at anytime; provided that, the amount of any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and fundedby another Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.“Responsible Officer” means the chief executive officer, chief financial officer, treasurer or vice president-tax and treasury of a Loan Party, and solelyfor purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely forpurposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to theAdministrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable LoanParty and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusivelypresumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officershall be conclusively presumed to have acted on behalf of such Loan Party.“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or otherEquity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similardeposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or onaccount of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof).“Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.“Revaluation Date” means (a) with respect to any Eurocurrency Rate Loan, each of the following: (i) each date of a Borrowing of such EurocurrencyRate Loan denominated in an Alternative Currency, (ii) each date of a continuation of such Eurocurrency Rate Loan denominated in an Alternative Currencypursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall reasonably require; and(b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) eachdate of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) eachdate of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as the AdministrativeAgent or the L/C Issuer shall determine or the Required Lenders shall reasonably require (including, without limitation, any date of determination of theTotal Outstandings and the Outstanding Amount of L/C Obligations). -29-“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type, in the same currency and, in the case ofEurocurrency Rate Revolving Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, and(b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forthopposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, assuch amount may be adjusted from time to time in accordance with this Agreement.“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Loans and the aggregateOutstanding Amount of such Lender’s participation in L/C Obligations at such time.“Revolving Facility” means the credit facility consisting of the Revolving Commitments and outstanding Revolving Loans and L/C Obligations.“Revolving Loan” has the meaning specified in Section 2.01.“Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans made by suchRevolving Lender, substantially in the form of Exhibit B.“S&D” has the meaning specified in the introductory paragraph hereto.“Sale-Leaseback Transaction” means, with respect to any Person, the sale of property owned by such Person (the “S-L Seller”) to another Person (the“S-L Buyer”), together with the substantially concurrent leasing of such property by the S-L Buyer to the S-L Seller.“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect todisbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as thecase may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant AlternativeCurrency.“Sanction(s)” means any sanction or embargo imposed, administered or enforced by the United States Government (including without limitation,OFAC), the European Union or Her Majesty’s Treasury.“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. -30-“Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party and/or any of its Subsidiaries and any CashManagement Bank.“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VI or VIIbetween any Loan Party and/or any of its Subsidiaries and any Hedge Bank.“Secured Obligations” means (a) all Obligations, (b) all obligations arising under Secured Cash Management Agreements and Secured HedgeAgreements and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges anddisbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due,now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof ofany proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowedclaims in such proceeding; provided that the Secured Obligations shall exclude any Excluded Swap Obligations. Solely with respect to the Borrower’s grantof a security interest in its Collateral pursuant to the Collateral Documents, and for no other purpose, the amount of Secured Obligations (but not Obligations)of the Borrower shall be limited to an amount equal to the Borrower Collateral Limit. The Borrower Collateral Limit shall not limit the amount of SecuredObligations guaranteed by the Guarantors, nor the amount of Secured Obligations secured by the Guarantors’ Collateral.“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, theIndemnitees, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.“Secured Party Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H.“Senior Notes Indentures” means, collectively, the Indentures (together with any Supplemental Indentures thereto) entered into by Equinix inconnection with the 4.875% Senior Notes Due 2020, the 5.375% Senior Notes Due 2022, the 5.375% Senior Notes Due 2023, the 5.750% Senior Notes Due2025 and the 7.00% Senior Notes Due 2021.“Singapore Dollars” or “SGD” means the lawful currency of the Republic of Singapore.“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization forEconomic Cooperation and Development at such time located in North America or Europe.“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior togiving effect to Section 10.19(k)).“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Personacting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal -31-foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation ismade; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the AdministrativeAgent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; andprovided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letterof Credit denominated in an Alternative Currency.“Sterling”, “GBP” and “£” mean the lawful currency of the United Kingdom.“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of theshares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interestshaving such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwisecontrolled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Equinix.“Successor Parent” has the meaning specified in Section 7.04(a)(ii).“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forwardbond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floortransactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction isgoverned by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the termsand conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any InternationalForeign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “MasterAgreement”), including any such obligations or liabilities under any Master Agreement.“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutesa “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable nettingagreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s)determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as themark-to- -32-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognizeddealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).“Swiss Francs” or “CHF” means the lawful currency of the Swiss Confederation.“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or(b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon theinsolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system, which utilizes a single sharedplatform and which was launched on November 19, 2007.“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determinedby the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), and other similarassessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type, in Dollars and, in the case of Eurocurrency RateLoans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).“Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregateprincipal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the caption“Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable,as such amount may be adjusted from time to time in accordance with this Agreement.“Term Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time and (b) thereafter,the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.“Term Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time and (b) at any time after theClosing Date, any Lender that holds Term Loans at such time.“Term Loan” means an advance made by any Term Lender under the Term Facility.“Term Note” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender,substantially in the form of Exhibit C. -33-“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations.“Type” means with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.“United States” and “U.S.” mean the United States of America.“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated as such on Schedule 6.16 hereto as of the Closing Date, or after theClosing Date pursuant to Section 6.16.“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).“Withholding Agent” means any Loan Party and the Administrative Agent.“Yen” and “¥” mean the lawful currency of Japan.1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in suchother Loan Document:(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, anypronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to befollowed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the contextrequires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall beconstrued as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shallbe construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import whenused in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references ina Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, theLoan Document in which such references appear, (v) any reference to any law -34-shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulationshall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash,securities, accounts and contract rights.(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to”and “until” each mean “to but excluding;” and the word “through” means “to and including.”Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of thisAgreement or any other Loan Document.1.03. Accounting Terms.(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data(including financial statements, financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared inconformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the AuditedFinancial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with anycovenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to becarried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any LoanDocument, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in goodfaith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the RequiredLenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change thereinand (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement oras reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to suchchange in GAAP.1.04. Rounding. Any financial ratios required to be maintained by the Borrower, their Subsidiaries or any Loan Party pursuant to this Agreement shallbe calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which suchratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). -35-1.05. Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of eachRevaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and L/C Obligations denominated in Alternative Currencies.Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicablecurrencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financialcovenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documentsshall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance,amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing,Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent ofsuch Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the AdministrativeAgent or the L/C Issuer, as the case may be.(c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to theadministration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor ratethereto.1.06. Additional Alternative Currencies. (a) The Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters ofCredit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is alawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respectto the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of anysuch request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 10 Business Days prior to the date of the desired CreditExtension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, theL/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptlynotify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuerthereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters ofCredit) shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its solediscretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. -36-(c) Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentenceshall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to beissued in such requested currency. If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency,the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunderfor purposes of any Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit insuch requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be anAlternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for anadditional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.1.07. Change of Currency. (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state ofthe European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (inaccordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement inrespect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect ofthe Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as itslawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shalltake effect, with respect to such Borrowing, at the end of the then current Interest Period.(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to timespecify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practicesrelating to the Euro.(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time totime specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change incurrency.1.08. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, asapplicable).1.09. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the DollarEquivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms orthe terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter ofCredit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether ornot such maximum stated amount is in effect at such time. -37-ARTICLE II.THE COMMITMENTS AND CREDIT EXTENSIONS2.01. Loans.(a) The Term Loans. Subject to the terms and conditions set forth herein, each Term Lender with a Term Commitment severally agrees to make a singleloan to the Borrower, in Dollars, on the Closing Date, in an aggregate amount not to exceed such Term Lender’s Applicable Percentage of the Term Facility.The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentages ofthe Term Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans orEurocurrency Rate Loans, as further provided herein.(b) The Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans(each such loan, a “Revolving Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during theAvailability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however,that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) theOutstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligationsshall not exceed such Lender’s Commitment, and (iii) at any time on or after January 31, 2015, if the Borrower Collateral Limit has not been increased to$750,000,000, the Total Outstandings shall not exceed $900,000,000. Within the limits of each Revolving Lender’s Revolving Commitment, and subject tothe other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.04, and reborrow under thisSection 2.01(b). Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.2.02. Borrowings, Conversions and Continuations of Loans.(a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon theBorrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic noticemust be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agentnot later than 11:00 a.m. (or in the case of clause (iii) below, not later than 10:00 a.m.): (i) three Business Days prior to the requested date of any Borrowingof, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated inDollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of anyBorrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, (iii) on the requested date of any Borrowing of Base RateLoans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six monthsin duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (x) -38-four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (y) fiveBusiness Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation ofEurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of suchrequest and determine whether the requested Interest Period is acceptable to all of them. In the case of a request for an Interest Period other than one, two,three or six months in duration, not later than 11:00 a.m. (A) three Business Days before the requested date of such Borrowing, conversion or continuation ofEurocurrency Rate Loans denominated in Dollars, or (B) four Business Days (or five Business days in the case of a Special Notice Currency) prior to therequested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agentshall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders (and, ifany of the Lenders objects to the requested duration of such Interest Period, the duration of the Interest Period for such Borrowing shall be one, two, three orsix months, as specified by the Borrower in the applicable Loan Notice as the desired alternative to the requested duration of such Interest Period (or onemonth, if no desired alternative is specified by the Borrower in the applicable Loan Notice)). Each Borrowing of, conversion to or continuation ofEurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.Each Loan Notice (whether telephonic or written) shall specify (1) the applicable Facility, (2) whether the Borrower is requesting a Borrowing, a conversionof Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (3) the requested date of the Borrowing, conversion or continuation, asthe case may be (which shall be a Business Day), (4) the principal amount of Loans to be borrowed, converted or continued, (5) the Type of Loans to beborrowed or to which existing Loans are to be converted, (6) if applicable, the duration of the Interest Period with respect thereto and (7) the currency of suchLoans to be borrowed (it being understood that Term Loans will be borrowed in Dollars). If the Borrower fails to specify a currency in a Loan Noticerequesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice, then theapplicable Loans shall be made as Base Rate Loans in Dollars. If the Borrower fails to give a timely Loan Notice requesting a continuation or conversion ofEurocurrency Rate Loans, such Eurocurrency Rate Loans shall be automatically continued for an Interest Period of one month. If the Borrower requests aBorrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed tohave specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead mustbe prepaid or repaid in the original currency of such Loan, and, in the case of Revolving Loans only, may thereafter be reborrowed in the other currency.(b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of itsApplicable Percentage of the applicable Term Loan or Revolving Loans, and if no timely Loan Notice of a continuation of Eurocurrency Rate Loans isprovided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of such Eurocurrency Rate Loans,in each case as described in the preceding subsection. In the case of a Borrowing, each Lender -39-shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currencynot later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in thecase of any Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of theapplicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make allfunds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on thebooks of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (andreasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a RevolvingBorrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall beapplied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for suchEurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, or (i) in the case of Loans in Dollars, converted to or continued asEurocurrency Rate Loans without the consent of the Required Lenders or (ii) in the case of Loans in Alternative Currencies, converted or continued asEurocurrency Rate Loans if the Required Lenders so notify the Borrower, and the Required Lenders may demand that any or all of the then outstandingEurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof,on the last day of the then current Interest Period with respect thereto. During the existence of a Default, any Loans that are continued or converted toEurocurrency Rate Loans as provided in this clause (c), unless the Required Lenders shall otherwise consent, shall have a one month Interest Period.(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for EurocurrencyRate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowerand the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of suchchange.(e) After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as thesame Type, there shall not be more than ten Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, allconversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than tenInterest Periods in effect in respect of the Revolving Facility. -40-2.03. Letters of Credit.(a) The Letter of Credit Commitment.(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in thisSection 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issueLetters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend orextend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and(B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawingsthereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Outstandingsshall not exceed the Aggregate Revolving Commitments, (x) the Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’sApplicable Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Lender’s Revolving Commitment, (y) the OutstandingAmount of the L/C Obligations shall not exceed the Letter of Credit Sublimit, and (z) at any time on or after January 31, 2015, if the BorrowerCollateral Limit has not been increased to $750,000,000, the Total Outstandings shall not exceed $900,000,000. Each request by the Borrower for theissuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requestedcomplies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditionshereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period,obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shallbe deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditionshereof.(ii) The L/C Issuer shall not issue any Letter of Credit, if:(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date ofissuance or last extension, unless the Required Lenders have approved such expiry date; or(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders haveapproved such expiry date.(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuerfrom issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) fromany Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of lettersof credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with -41-respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder)not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on theClosing Date and which the L/C Issuer in good faith deems material to it;(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than$25,000, in the case of a standby Letter of Credit;(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currencyother than Dollars or an Alternative Currency;(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of CashCollateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potentialFronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit thenproposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure,as it may elect in its sole discretion; or(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in itsamended form under the terms hereof.(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issuethe Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendmentto the Letter of Credit.(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in ARTICLE IX with respect to any acts takenor omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertainingto such Letters of Credit as fully as if the term “Administrative Agent” as used in ARTICLE IX included the L/C Issuer with respect to such acts oromissions, and (B) as additionally provided herein with respect to the L/C Issuer. -42-(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copyto the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of theBorrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using thesystem provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must bereceived by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as theAdministrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date ofamendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify inform and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) theamount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented bysuch beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawingthereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of arequest for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/CIssuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of theproposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and theAdministrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any IssuerDocuments, as the L/C Issuer or the Administrative Agent may require.(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or inwriting) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer willprovide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent orany Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or moreapplicable conditions contained in ARTICLE IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on therequested date, issue a Letter of Credit for the account of the Borrower or its applicable Subsidiary, as the case may be, or enter into the applicableamendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon theissuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer arisk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter ofCredit. -43-(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter ofCredit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Creditmust permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of suchLetter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-monthperiod to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required tomake a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemedto have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time; provided, however, that the L/CIssuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such timeto issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a)or otherwise), (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from theAdministrative Agent, any Lender, or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and ineach such case directing the L/C Issuer not to permit such extension or (C) the expiry date of such extended Letter of Credit would be later than theLetter of Credit Expiration Date, and the Borrower has not Cash Collateralized the Outstanding Amount of the L/C Obligations as of such extensiondate in respect of such Letter of Credit.(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to thebeneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit oramendment.(c) Drawings and Reimbursements; Funding of Participations.(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify theBorrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (eachsuch date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of suchdrawing; provided, however, that in the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuerin Dollars, and the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determinationthereof. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the HonorDate, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Creditdenominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In suchevent, the -44-Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to theUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, butsubject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of aRevolving Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephoneif immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect ofsuch notice.(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply CashCollateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominatedpayments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in suchnotice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall bedeemed to have made a Base Rate Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to theL/C Issuer.(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditionsset forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/CBorrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (togetherwith interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/CIssuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/CAdvance from such Lender in satisfaction of its participation obligation under this Section 2.03.(iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amountdrawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/CIssuer.(v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit,as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reasonwhatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of theforegoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions setforth in Section 4.02 (other than delivery by the Borrower of a Revolving Loan Notice). No such making of an L/C Advance shall relieve or otherwiseimpair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit,together with interest as provided herein. -45-(vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by suchLender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the otherprovisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, suchamount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to theL/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar feescustomarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), theamount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of therelevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect toany amounts owing under this clause (vi) shall be conclusive absent manifest error.(d) Repayment of Participations.(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advancein respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment inrespect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateralapplied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in Dollars andin the same funds as those received by the Administrative Agent.(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returnedunder any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), eachLender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the AdministrativeAgent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to theapplicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of theObligations and the termination of this Agreement.(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay eachL/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under allcircumstances, including the following: -46-(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary thereof may have at any timeagainst any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting),the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or anyagreement or instrument relating thereto, or any unrelated transaction;(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid orinsufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise ofany document required in order to make a drawing under such Letter of Credit;(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiverby the L/C Issuer which does not in fact materially prejudice the Borrower;(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;(vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, orthe date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, asapplicable;(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with theterms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee inbankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary orany transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance thatmight otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary thereof.The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claimof noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall beconclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have anyresponsibility to obtain any -47-document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity oraccuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent,any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken oromitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted inthe absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrumentrelated to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respectto its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower pursuing such rights andremedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any oftheir respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters describedin clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have aclaim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequentialor exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or theL/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complyingwith the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear ontheir face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not beresponsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights orbenefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter ofCredit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) messageor overnight courier, or any other commercially reasonable means of communicating with a beneficiary.(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any suchagreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/CIssuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action orinaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or thisAgreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in thedecisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade -International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Creditchooses such law or practice.(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its ApplicablePercentage a Letter of Credit fee in -48-Dollars (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin times the daily amount available to be drawn under such Letter ofCredit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to whichsuch Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extentpermitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to suchLetter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computingthe daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first suchdate to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterlybasis in arrears. If there is any change in the Applicable Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shallbe computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of CreditFees shall accrue at the Default Rate.(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account afronting fee in Dollars with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the dailyamount available to be drawn under such Letter of Credit on a quarterly basis in arrears Such fronting fee shall be due and payable on the last Business Day ofeach March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment),commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. Forpurposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined inaccordance with Section 1.09. In addition, the Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance,presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time ineffect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shallcontrol.(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of,or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter ofCredit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and thatthe Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. -49-(l) Reporting. Each L/C Issuer (other than Bank of America) agrees to provide the Administrative Agent on the first Business Day of each month aschedule of the Letters of Credit issued by such L/C Issuer setting forth the aggregate Outstanding Amount of L/C Obligations for such Letters of Credit onthe last Business Day of the previous month.2.04. Prepayments.(a) Optional Prepayments of Revolving Loans. The Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (each, an“Optional Prepayment Notice”) to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part withoutpremium or penalty; provided that (i) such Optional Prepayment Notice must be in a form acceptable to the Administrative Agent and be received by theAdministrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Revolving Loans and (B) onthe date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Revolving Loans shall be in a principal amount of$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such OptionalPrepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurocurrency RateRevolving Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of eachsuch notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice shall be irrevocable; provided,however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other creditfacilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, suchOptional Prepayment Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to theAdministrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for theavoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising underSections 3.05 and 10.04) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in connection with any Optional Prepayment Notice orrevocation thereof). If an Optional Prepayment Notice is given and has not been revoked by the Borrower in accordance with the proviso to the immediatelypreceding sentence, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the datespecified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with anyadditional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Revolving Loans of the Lendersin accordance with their respective Applicable Percentages.(b) Optional Prepayments of Term Loans. The Borrower shall have the right at any time to prepay the Term Loans on or before the Maturity Date, as awhole, or in part, by providing an Optional Prepayment Notice not less than three (3) Business Days prior written notice to the Administrative Agent, withoutpremium or penalty, provided that, subject to compliance with Section 3.05, (a) each partial prepayment shall be in principal amount of -50-$5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partial prepayment shall be allocated among the Lenders in accordance withsuch Lender’s Applicable Percentage of the Term Loans. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment andthe Type(s) of Term Loans to be prepaid and, if Eurocurrency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The AdministrativeAgent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.Each Optional Prepayment Notice shall be irrevocable; provided, however, that any such Optional Prepayment Notice may state that such OptionalPrepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of EquityInterests or incurrence of Indebtedness by the Borrower, in which case, such Optional Prepayment Notice may be revoked by the Borrower giving writtennotice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such OptionalPrepayment Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of thisAgreement for any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lender or otherPerson in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked bythe Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and the payment amountspecified in such notice shall be due and payable on the date specified therein. Any prepayment of principal of the Term Loans hereunder shall include allinterest accrued to the date of prepayment and shall be applied against the scheduled installments of principal due on the Term Loans as directed by theBorrower in the Optional Prepayment Notice. No amount repaid with respect to the Term Loans may be reborrowed.(c) Mandatory Prepayments. (i) If for any reason the Total Revolving Outstandings at any time exceeds the Aggregate Revolving Commitments then ineffect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(c)(i) unless after the prepayment infull of the Revolving Loans the Total Revolving Outstandings exceeds the Aggregate Revolving Commitments then in effect.(ii) If prior to January 31, 2015 the Borrower Collateral Limit has not been increased to $750,000,000, the Borrower shall immediately prepay Loansand/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the amount required to reduce the Total Outstandings on such date to anamount not to exceed $900,000,000.2.05. Termination or Reduction of Revolving Commitments. The Borrower may, upon written notice (or telephonic notice promptly confirmed inwriting) (an “Optional Termination/Reduction Notice”) to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to timepermanently reduce the Aggregate Revolving Commitments; provided that (i) any such Optional Termination/Reduction Notice shall be received by theAdministrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in anaggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not -51-terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total RevolvingOutstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate RevolvingCommitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit shall beautomatically reduced by the amount of such excess. Each Optional Termination/Reduction Notice shall be irrevocable; provided, however, that any suchOptional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other creditfacilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, suchOptional Termination/Reduction Notice may be revoked by the Borrower giving written notice (or telephonic notice promptly confirmed in writing) to theAdministrative Agent on or prior to the date for prepayment specified in such Optional Termination/Reduction Notice if such condition is not satisfied (andfor the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arisingunder Section 10.04) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in connection with any Optional Termination/ReductionNotice or revocation thereof). The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the AggregateRevolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lenderaccording to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paidon the effective date of such termination.2.06. Repayment of Loans.(a) The Borrower shall repay to the Revolving Lenders on the Maturity Date the aggregate principal amount of Revolving Loans outstanding on suchdate.(b) The Borrower shall repay the Term Loans in equal quarterly installments, on the last Business Day of each March, June, September and December(commencing on the last Business Day of March, 2015), each such installment in the amount of 2.00% of the respective Term Borrowing on the Closing Date.The Borrower shall repay to the Term Lenders on the Maturity Date the remaining principal amount of Term Loans outstanding on such date.2.07. Interest.(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Revolving Loan shall bear interest on the outstanding principalamount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin; (ii) each BaseRate Revolving Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to theBase Rate plus the Applicable Margin; (iii) each Eurocurrency Rate Term Loan shall bear interest on the outstanding principal amount thereof for eachInterest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin; and (iv) each Base Rate Term Loanshall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus theApplicable Margin. -52-(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, byacceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullestextent permitted by applicable Laws.(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard toany applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amountshall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicableLaws.(iii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), theBorrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equalto the Default Rate to the fullest extent permitted by applicable Laws.(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may bespecified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after thecommencement of any proceeding under any Debtor Relief Law.2.08. Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03:(a) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, afacility fee in Dollars equal to the Applicable Margin times the actual daily amount of the Aggregate Revolving Commitments, regardless of usage (or, if theAggregate Revolving Commitments have terminated, of the Total Revolving Outstandings). The facility fee shall accrue at all times until the FacilityTermination Date, and shall be due and payable quarterly (and at maturity) in arrears on the last Business Day of each March, June, September and December,commencing with the first such date to occur after the Closing Date. The facility fee shall be calculated quarterly in arrears, and if there is any change in theApplicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period duringsuch quarter that such Applicable Margin was in effect.(b) Other Fees. The Borrower shall pay to the Left Lead Arranger and the Administrative Agent for their own respective accounts fees in the amountsand at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. -53-2.09. Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin. (a) All computations of interest for Base Rate Loans(including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be,and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results inmore fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Loans denominated inAlternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan forthe day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, providedthat any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one day. Each determination by theAdministrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice.(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or theLenders determine that (i) the Consolidated Net Lease Adjusted Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and(ii) a proper calculation of the Consolidated Net Lease Adjusted Leverage Ratio would have resulted in higher pricing for such period, the Borrower shallimmediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be,within three (3) Business Days of demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respectto the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or theL/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and feesactually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, underSections 2.03(c)(iii), 2.03(h) or 2.07(b) or under ARTICLE VIII. The Borrower’s obligations under this paragraph shall survive the termination of theAggregate Commitments and the repayment of all other Obligations hereunder.2.10. Evidence of Debt.(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by theAdministrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall beconclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Anyfailure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owingwith respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of theAdministrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon therequest of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) aNote, which shall evidence such Lender’s Loans in -54-addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency andmaturity of its Loans and payments with respect thereto.(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with itsusual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflictbetween the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, theaccounts and records of the Administrative Agent shall control in the absence of manifest error.2.11. Payments Generally; Administrative Agent’s Clawback.(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment orsetoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account ofthe respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars or the relevant currency in which such Loan was made,and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its ApplicablePercentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. Allpayments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest orfee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on thenext following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior tothe proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date ofsuch Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent mayassume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, thatsuch Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, makeavailable to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to theAdministrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand suchcorresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower tobut excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus anyadministrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a paymentto be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the AdministrativeAgent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrowerfor such period. If such Lender pays -55-its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such paymentto the Administrative Agent.(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from theBorrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that theBorrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordanceherewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, ifthe Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to theAdministrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, foreach day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at theOvernight Rate.A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive,absent manifest error.(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lenderas provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because theconditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agentshall return such funds (in like funds as received from such Lender) to such Lender, without interest.(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations inLetters of Credit and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Term Loan or RevolvingLoan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of itscorresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan or RevolvingLoan, to purchase its participation or to make its payment under Section 10.04(c).(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or toconstitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.2.12. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect ofany principal of or interest on any of the Revolving Loans or Term Loans made by it, or the participations in L/C -56-Obligations held by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Revolving Loans, Term Loans, orparticipations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall(a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Revolving Loans and/or Term Loans andsubparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shallbe shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, TermLoans and other amounts owing them, provided that:(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, suchparticipations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and inaccordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) theapplication of Cash Collateral provided for in Section 2.14, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of aparticipation in any of its Revolving Loans or Term Loans or subparticipations in L/C Obligations to any assignee or participant, other than anassignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring aparticipation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation asfully as if such Lender were a direct creditor of the Borrower in the amount of such participation.2.13. Increase in Commitments.(a) Request for Increase. Provided there exists no Default, except as provided in clause (e) below, upon notice to the Administrative Agent (which shallpromptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments (which increase may take the form ofnew revolving or term loan tranches) by an amount (for all such requests) not exceeding $500,000,000 in the aggregate; provided that (i) any such request foran increase shall be in a minimum amount of $100,000,000, and (ii) no Lender shall be required to participate in an increase in the applicable Commitmentsafter such request. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period withinwhich each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase itsapplicable Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lendernot responding within such time period shall be deemed to have declined to increase its applicable Commitment. -57-(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and theL/C Issuer (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant toa joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and theBorrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptlynotify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent acertificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party(x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower,certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in ARTICLE V and the other Loan Documentsare true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date,in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties containedin subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, ofSection 6.01, and (B) no Default or Event of Default exists or would result therefrom; provided, that in the event that the Loans incurred in connection withsuch increased Commitments are used to finance a Permitted Acquisition or permitted Investment, the Persons providing such increased Commitments mayagree to a customary “Limited Conditionality Provision”, and (ii) to the extent that the increase of the Aggregate Commitments shall take the form of a newterm loan tranche, this Agreement shall be amended, in form and substance satisfactory to the Administrative Agent, the Lenders providing such term loanand the Borrower, to include such terms as are customary for a term loan commitment, including maturity, pricing and yield, amortization, voting, pro ratasharing and other terms and provisions. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additionalamounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentagesarising from any nonratable increase in the Revolving Commitments under this Section.(f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.12 or 10.01 to the contrary. -58-2.14. Cash Collateral.(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partialdrawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/CObligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/CObligations, or (iii) if the Outstanding Amount of the L/C Obligations exceeds 110% of the Letter of Credit Sublimit, the Borrower shall Cash Collateralizethe amount by which the Outstanding Amount of the L/C Obligations exceeds the Letter of Credit Sublimit. At any time that there shall exist a DefaultingLender, promptly upon the request of the Administrative Agent or the L/C Issuer, the Borrower shall deliver to the Administrative Agent Cash Collateral in anamount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).(b) Grant of Security Interest. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) theAdministrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest inall such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing,all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agentdetermines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amountof such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lenderwill, within one (1) Business Day of demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in anamount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained inblocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary accountopening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 orSections 2.03, 2.04, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations tofund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligationsfor which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptlyfollowing (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lenderstatus of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faithdetermination that there exists excess Cash Collateral; provided, however, (x) that Cash -59-Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following applicationas provided in this Section 2.14 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuermay agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.2.15. Defaulting Lenders. (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a DefaultingLender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to thisAgreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the accountof such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agentfrom a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent asfollows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a prorata basis of any amounts owing by such Defaulting Lender to the L/C Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposurewith respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default exists), to thefunding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined bythe Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata inorder to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralizethe L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, inaccordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court ofcompetent jurisdiction obtained by any Lender or the L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of itsobligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of anyjudgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breachof its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; providedthat if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fullyfunded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth inSection 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-DefaultingLenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such timeas all Loans and funded and -60-unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect toSection 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amountsowed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such DefaultingLender, and each Lender irrevocably consents hereto.(iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any facility fee pursuant to Section 2.08(a) for any period duringwhich that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to havebeen paid to that Defaulting Lender for any period during which that Lender is a Defaulting Lender) and (y) shall be limited in its right to receiveLetter of Credit Fees as provided in Section 2.03(h).(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/CObligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated withoutregard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at thetime of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemedto have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate RevolvingCredit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shallconstitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a DefaultingLender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuer agree in writing in their sole discretion that a DefaultingLender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective datespecified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lenderwill, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent maydetermine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by theLenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon that Lender will cease to be a DefaultingLender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while thatLender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder fromDefaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a DefaultingLender. -61-ARTICLE III.TAXES, YIELD PROTECTION AND ILLEGALITY3.01. Taxes.(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation ofany Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If anyapplicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from anysuch payment by a Withholding Agent, then the Withholding Agent shall be entitled to make such deduction or withholding.(ii) If any Withholding Agent shall be required by any applicable Laws to withhold or deduct any Taxes from any payment, then (A) suchWithholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required, (B) such WithholdingAgent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority inaccordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by theapplicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (includingdeductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would havereceived had no such withholding or deduction been made.(b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to therelevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, anyOther Taxes.(c) Tax Indemnifications.(i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereofwithin 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributableto amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to suchRecipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legallyimposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by aLender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or theL/C Issuer, shall be conclusive absent manifest error.(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days afterdemand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such -62-Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxesand without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxesattributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) theAdministrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that arepayable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom orwith respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as tothe amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lenderand the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/CIssuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under thisclause (ii).(d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by any LoanParty or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent orthe Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authorityevidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to theBorrower or the Administrative Agent, as the case may be.(e) Status of Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect topayments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by theBorrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or the taxing authorities of ajurisdiction pursuant to such applicable law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be madewithout withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shalldeliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable theBorrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than suchdocumentation either (A) set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below or (B) required by applicable law other than the Code or the taxingauthorities of the jurisdiction pursuant to such applicable law to comply with the requirements for exemption or reduction of withholding tax in thatjurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to anymaterial unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. -63-(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lenderbecomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number ofcopies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and fromtime to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect topayments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S.federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under anyLoan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “businessprofits” or “other income” article of such tax treaty;(II) executed originals of IRS Form W-8ECI;(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) acertificate substantially in the form of Exhibit K-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreigncorporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or(IV) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Form W-9, and/orother certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or moredirect or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. TaxCompliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner; -64-(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number ofcopies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and fromtime to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed byapplicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with suchsupplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine thewithholding or deduction required to be made; and(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if suchLender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of theCode, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time ortimes reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed bySection 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may benecessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender hascomplied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes ofthis clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccuratein any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to doso.(f) Treatment of Certain Refunds, Etc. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for orotherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld ordeducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised ingood faith, that it has received a refund or credit in lieu of a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect towhich any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only tothe extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to suchrefund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevantGovernmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid overto such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipientis required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this -65-subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of whichwould place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and givingrise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Taxhad never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to itstaxes that it deems confidential) to the Borrower or any other Person.(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or anyassignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge ofall other Obligations.(h) For the purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “applicable law” includes FATCA.3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, forany Lender or its applicable Lending Office to make, maintain or fund Loans (whether denominated in Dollars or an Alternative Currency) whose interest isdetermined by reference to the Eurocurrency Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authorityhas imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the Londonor other applicable offshore interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation ofsuch Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, toconvert Base Rate Loans to Eurocurrency Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintainingBase Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which BaseRate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Ratecomponent of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to suchdetermination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent),prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rateon which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to theEurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain suchEurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if suchnotice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall duringthe period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until theAdministrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon theEurocurrency Rate. Upon any such prepayment or conversion, as the case may be, the Borrower shall also pay accrued interest on the amount so prepaid orconverted. -66-3.03. Inability to Determine Rates. If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (a) theAdministrative Agent determines that (i) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshoreinterbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (ii) adequate and reasonable means donot exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Revolving Loan (whetherdenominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Eurocurrency Rate Loan or the Eurocurrency Ratecomponent of the Base Rate, or (b) the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect toa proposed Eurocurrency Rate Loan or any conversion or continuation thereof does not adequately and fairly reflect the cost to such Lenders of funding suchLoan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintainEurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods),and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilizationof the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction ofthe Required Lenders) revokes such notice. Upon receipt of such notice, (i) in the case of Revolving Loans or Term Loans denominated in Dollars, theBorrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed tohave converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein, and (ii) in the case of Revolving Loansdenominated in an Alternative Currency, prepay such Loans at the end of the then current Interest Period for such Loans. Upon any such prepayment orconversion, as the case may be, the Borrower shall also pay accrued interest on the amount so prepaid or converted.Notwithstanding the foregoing, in the case of a pending request for a Eurocurrency Rate Loan or conversion or continuation in an Alternative Currency as towhich the Administrative Agent has made the determination described in clause (a) of the first sentence of this Section, the Administrative Agent, inconsultation with the Borrower and the Lenders, may establish an alternative interest rate that reflects the all-in-cost of funds to the Administrative Agent forfunding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted orcontinued, as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until(x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (y) theRequired Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to suchLenders of funding the Impacted Loans, or (z) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has assertedthat it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to suchalternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions onthe authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. -67-3.04. Increased Costs; Reserves on Eurocurrency Rate Loans.(a) Increased Costs Generally. If any Change in Law shall:(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of,deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section3.04(e), other than as set forth below) or the L/C Issuer;(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition ofExcluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits,reserves, other liabilities or capital attributable thereto; or(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affectingthis Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the intereston which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lenderor the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter ofCredit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any otheramount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additionalamount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any LendingOffice of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect ofreducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as aconsequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or theLetters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding companycould have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or theL/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the casemay be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for anysuch reduction suffered. -68-(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lenderor the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall beconclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificatewithin 10 days after receipt thereof.(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of thisSection shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not berequired to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions sufferedmore than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to suchincreased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving riseto such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effectthereof).(e) Reserves on Eurocurrency Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves withrespect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest onthe unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determinedby such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on suchLoan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from suchLender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days fromreceipt of such notice.3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptlycompensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the InterestPeriod for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loanother than a Base Rate Loan on the date or in the amount notified by the Borrower; or -69-(c) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in anAlternative Currency on its scheduled due date or, in the case of any Loan, any payment thereof in a different currency; or(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowerpursuant to Section 10.13;including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtainedby it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreignexchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded eachEurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London or other applicableoffshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact sofunded.3.06. Mitigation Obligations; Replacement of Lenders.(a) Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided thatthe exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If(i) any Lender requests compensation under Section 3.04, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender, theL/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or (iii) any Lender gives a noticepursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding orbooking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lenderor the L/C Issuer, such designation or assignment (A) would eliminate or reduce the amounts payable pursuant to Sections 3.01 or 3.04, as the case may be, inthe future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (B) in each case, would not subject such Lender or the L/C Issuer,as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be.The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation orassignment.(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes oradditional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and, in each case, such Lender hasdeclined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance withSection 10.13. -70-3.07. Survival. All of the Borrower’s obligations under this ARTICLE III shall survive termination of the Aggregate Commitments, repayment of allother Obligations hereunder, and resignation of the Administrative Agent.ARTICLE IV.CONDITIONS PRECEDENT TO CREDIT EXTENSIONS4.01. Conditions of Initial Credit Extension. The obligations of the L/C Issuer and each Lender to make its initial Credit Extensions hereunder aresubject to satisfaction of the following conditions precedent:(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unlessotherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates ofgovernmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and theLenders:(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;(ii) Notes executed by the Borrower in favor of each Lender requesting Notes;(iii) the Pledge and Security Agreement, duly executed by the Loan Parties, together with:(A) certificates representing the Equity Interests of any Domestic Subsidiary pledged pursuant to the Pledge and Security Agreement (tothe extent such Equity Interests are certificated) accompanied by undated stock powers executed in blank,(B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that theAdministrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement, coveringthe Collateral described in the Pledge and Security Agreement,(C) lien search results, dated as of a recent date prior to the initial Credit Extensions, together with copies of all effective UniformCommercial Code financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, and(D) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that theAdministrative Agent may deem necessary or desirable in order to perfect the Liens created thereby;(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party asthe Administrative -71-Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer inconnection with this Agreement and the other Loan Documents to which such Loan Party is a party;(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized orformed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, leaseor operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably beexpected to have a Material Adverse Effect;(vi) a favorable opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the Loan Parties, addressed to the Administrative Agent and eachLender and in form and substance satisfactory to the Administrative Agent;(vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required inconnection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to whichit is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are sorequired;(viii) financial projections and forecasts prepared by management of the Borrower and reasonably satisfactory to the Administrative Agent,including consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries for the five year termof the Facilities;(ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) havebeen satisfied; and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could bereasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;(x) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Equinix ended on September 30, 2014 (provided that thecalculation of the Consolidated Net Lease Adjusted Leverage Ratio shall be on a pro forma basis after giving effect to (A) the Indebtedness incurred(x) hereunder and the use of proceeds thereof on the Closing Date and (y) pursuant to the 5.375% Senior Notes Due 2022 and the 5.750% Senior NotesDue 2025 and (B) the redemption of the 7.00% Senior Notes Due 2021)), signed by a Responsible Officer of the Borrower;(xi) pay-off statements and/or lien release authorizations from (A) the Existing Administrative Agent with respect to interest, fees and expensesunder the Existing Credit Agreement and other Existing Loan Documents, and (B) such other secured parties of record shown on any of the financingstatements referred to in subclause (iii)(C) above, to the extent such financing statements disclose Liens on the Collateral; -72-(xii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and(xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lendersreasonably may require.(b) Any fees required to be paid to the Administrative Agent, the Left Lead Arranger or the Lenders on or before the Closing Date shall have been paid,including, without limitation, any fees to Lenders as shall have been separately agreed upon in writing in the amounts so specified.(c) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel ifrequested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges anddisbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closingproceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).(d) The Closing Date shall have occurred on or before December 29, 2014.Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditionsspecified in this Section 4.01, each Lender that has signed this Agreement 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 a Lender unless the AdministrativeAgent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.4.02. Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Noticerequesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:(a) The representations and warranties of the Borrower and each other Loan Party contained in ARTICLE V or any other Loan Document, or which arecontained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as ofthe date of such Credit Extension, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, whichrepresentations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to anearlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, therepresentations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant toclauses (a) and (b), respectively, of Section 6.01.(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof. -73-(c) The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension (or, if the Credit Extension requestedis a Loan, telephonic notice followed immediately by delivery of a written Loan Notice) in accordance with the requirements hereof.(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national orinternational financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of theAdministrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of anyLetter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevantAlternative Currency.Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation ofEurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a)and (b) have been satisfied on and as of the date of the applicable Credit Extension.ARTICLE V.REPRESENTATIONS AND WARRANTIESEach of the Borrower and Guarantors represents and warrants to the Administrative Agent and the Lenders that:5.01. Existence, Qualification and Power. Each Loan Party and each Restricted Subsidiary (a) is duly organized or formed, validly existing and, asapplicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisitegovernmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) with respect to each such LoanParty only, execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, asapplicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requiressuch qualification or license; except (X) in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected tohave a Material Adverse Effect, and (Y) in the case referred to in clause (a) with respect to any Restricted Subsidiary that is not a Loan Party, to the extent thatfailure to do so could not reasonably be expected to have a Material Adverse Effect.5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person isparty, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of suchPerson’s Organization Documents; (b) except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect,conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any ContractualObligation to which such Person is a party or affecting such Person or the properties of such Person or any of its -74-Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or(c) except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, violate any Law.5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with,any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcementagainst, any Loan Party of this Agreement or any other Loan Document.5.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed anddelivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal,valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as limited bybankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles ofequity.5.05. Financial Statements; No Material Adverse Effect.(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, exceptas otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Equinix and its Subsidiaries as of the date thereof andtheir results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except, withrespect to GAAP application only, as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, ofEquinix and its Subsidiaries as of the date thereof, including liabilities for material taxes, material commitments and Indebtedness.(b) The unaudited consolidated balance sheets of Equinix and its Subsidiaries dated September 30, 2014, and the related consolidated statements ofincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistentlyapplied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financialcondition of Equinix and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses(i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had orcould reasonably be expected to have a Material Adverse Effect.5.06. Litigation. Except as disclosed in Equinix’s public filings with the SEC prior to the Closing Date, there are no actions, suits, proceedings, claimsor disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at -75-law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of theirproperties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or(b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.5.07. No Default. Neither any Loan Party nor any Restricted Subsidiary is in default under or with respect to any Contractual Obligation that could,either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would resultfrom the consummation of the transactions contemplated by this Agreement or any other Loan Document.5.08. Ownership of Property; Liens. The Borrower and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, orvalid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not,individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Restricted Subsidiaries issubject to no Liens, other than Liens permitted by Section 7.01. The Loan Party Accounts Receivable are owned by a Loan Party free of any title defects,liens, negative pledges or interests of others, except those which have been granted under the Loan Documents or approved by the Administrative Agent inwriting.5.09. Environmental Compliance. The Borrower conducts in the ordinary course of business a review of the effect of existing Environmental Lawsand claims alleging potential liability or responsibility for violation of any Environmental Law on the Borrower and its Restricted Subsidiaries’ respectivebusinesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not,individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.5.10. Insurance. The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companiesnot Affiliates of the Borrower, in such amounts, with such deductibles and retentions and covering such risks as are customarily carried by companiesengaged in similar businesses and owning similar properties in localities where the Borrower or its Restricted Subsidiaries operate.5.11. Taxes. The Borrower and its Restricted Subsidiaries have filed all Federal and state income and other material tax returns and reports required tobe filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or theirproperties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligentlyconducted and for which adequate reserves have been provided in accordance with GAAP or except as could not reasonably be expected, individually or inthe aggregate, to have a Material Adverse Effect. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have aMaterial Adverse Effect. Neither any Loan Party nor any wholly-owned Subsidiary thereof is party to any tax sharing agreement other than taxing sharingagreements solely among one or more of Equinix and its past or present Affiliates (other than shareholders, directors or officers). -76-5.12. ERISA Compliance.(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each PensionPlan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter (or may rely on an opinion letter)from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Code and the trust related theretohas been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such aletter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or causethe loss of such tax-qualified status.(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority,with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited transaction orviolation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.(c) (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonablybe expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicablerequirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension FundingRules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined inSection 430(d)(2) of the Code) is 60% or higher and none of the Borrower or any ERISA Affiliate knows of any facts or circumstances that could reasonablybe expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) none of theBorrower or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments whichhave become due that are unpaid; (v) none of the Borrower or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 orSection 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance hasoccurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.5.13. Subsidiaries; Equity Interests. As of the Closing Date (a) the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) ofSchedule 5.13 and (b) all of the outstanding Equity Interests in each wholly-owned Subsidiary have been validly issued, are fully paid and nonassessable andare owned by the Borrower or a Subsidiary thereof in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens (other than Liens grantedpursuant to the Loan Documents or otherwise expressly permitted by Section 7.01). As of the Closing Date, the Borrower has no equity investments in anyother corporation or entity other than (i) investments held in the ordinary course of business in or through money market funds, mutual funds, investment orbrokerages accounts and other similar types of investment vehicles and accounts and (ii) those specifically disclosed in Part (b) of Schedule 5.13. All of theoutstanding Equity Interests in the Borrower have been validly issued and are fully paid and -77-nonassessable. As of the Closing Date, (x) the Unrestricted Subsidiaries are set forth on Schedule 6.16, (y) the aggregate Attributable Asset Share of allUnrestricted Subsidiaries does not exceed 10% of the consolidated total assets of Equinix and its Subsidiaries, and (z) the aggregate Attributable A/R Shareof all Unrestricted Subsidiaries does not exceed 10% of the net accounts receivable of Equinix and its Subsidiaries.5.14. Margin Regulations; Investment Company Act.(a) None of the Loan Parties is engaged and none will engage, principally or as one of its important activities, in the business of purchasing or carryingmargin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.(b) None of the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940.5.15. Disclosure. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any LoanParty to the Administrative Agent, any Lender or any Secured Party in connection with the transactions contemplated hereby and the negotiation of thisAgreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) containsany material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under whichthey were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information wasprepared in good faith based upon assumptions believed to be reasonable at the time.5.16. Compliance with Laws. Each Loan Party and each Restricted Subsidiary thereof is in compliance in all material respects with the requirements ofall Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law ororder, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith,either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.5.17. Taxpayer Identification Number. Each Loan Party’s true and correct United States taxpayer identification number is set forth on Schedule10.02.5.18. Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit ofthe Secured Parties a legal, valid and enforceable Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein, subjectto no other Liens except to the extent permitted by Section 7.01. Except for (a) the filing of appropriately completed Uniform Commercial Code financingstatements in appropriate filing office of the jurisdiction of formation of each Loan Party, (b) the delivery to the Administrative Agent of certificates forcertificated pledged Equity Interests, accompanied by undated stock powers duly executed in blank, and (c) in the case of pledged Equity Interests of anyForeign Subsidiary, such filings, registrations, recordations and -78-other actions as may be required by the Laws of the jurisdiction under which such Foreign Subsidiary is organized, no other action is necessary to perfect theLiens created in favor of the Administrative Agent for the benefit of the Secured Parties under the Collateral Documents.5.19. REIT Status. Effective upon and after the REIT Conversion Date, since the REIT Conversion Date, Equinix (a) qualifies as a REIT (withoutregard to any election requirement relating to the same), (b) either has already elected to be treated as a REIT or will make a timely REIT election in duecourse, and (c) is in compliance with all other requirements and conditions imposed under the Code to allow it to maintain its status as a REIT.5.20. OFAC and Sanctions. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower or any of its Subsidiaries, anyRelated Party (a) is an individual or entity currently the subject of any Sanctions or (b) is located, organized or resident in a Designated Jurisdiction. NoLoan, nor the proceeds from any Loan, have been used, directly or indirectly, to lend, contribute, provide, or have otherwise been made available to fund, anyactivity or business in any Designated Jurisdiction or to fund any activity or business of any Person to the extent that Person is located, organized or residentin any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that could reasonably be expected to result in any violation ofSanctions by any party to this Agreement or any other Loan Document (including any Secured Party).5.21. Anti-Corruption Laws. The Borrower, its Subsidiaries, their respective officers and employees, and, to the knowledge of the Borrower, theBorrower’s and its Subsidiaries’ directors and agents acting within the scope of their relationships with the Borrower or its Subsidiaries, have conducted theirbusinesses in material compliance with applicable Anti-Corruption Laws and have instituted and maintained policies and procedures reasonably designed topromote and achieve compliance with such laws.ARTICLE VI.AFFIRMATIVE COVENANTSSo long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letterof Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause eachRestricted Subsidiary to:6.01. Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and theRequired Lenders:(a) as soon as available, but in any event within 90 days after the end of each fiscal year of Equinix (or such later date as may be permitted after filing asingle applicable request for extension with the SEC and receiving such extension within such 90 days after such fiscal year end, which later date shall notexceed 120 days after such fiscal year end), the audited and unqualified annual consolidated financial statements of Equinix, accompanied by a report andopinion thereon of an independent certified public accountant of nationally recognized standing;(b) as soon as available, but in any event within 45 days after the end of each fiscal quarter of Equinix (or such later date as may be permitted afterfiling a single applicable request -79-for extension with the SEC and receiving such extension within such 45 days after such fiscal quarter end, which later date shall not exceed 75 days aftersuch fiscal quarter end) (but excluding the last fiscal quarter of Equinix’s fiscal year), quarterly company-prepared consolidated financial statements ofEquinix, certified and dated by a Responsible Officer of Equinix; and(c) copies of the Form 10-K Annual Report and Form 10-Q Quarterly Report for Equinix concurrent with the date of filing with the SEC.6.02. Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to theAdministrative Agent and the Required Lenders:(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a Compliance Certificate of the Borrower, signed bya Responsible Officer of the Borrower, and setting forth, among other things, (i) the information and computations (in sufficient detail) to establishcompliance with all financial covenants at the end of the period covered by the financial statements then being furnished, (ii) the Consolidated Net LeaseAdjusted Leverage Ratio for purposes of determining the Applicable Margin, (iii) information regarding the Net Loan Party Accounts Receivable and anyMaterial Domestic Subsidiaries, and (iv) whether there existed as of the date of such financial statements and whether there exists as of the date of thecertificate, any Default or Event of Default under this Agreement and, if any such Default or Event of Default exists, specifying the nature thereof and theaction the Borrower is taking and proposes to take with respect thereto;(b) promptly upon any request by the Administrative Agent or any Lender (but no more frequently than twice per each fiscal year of Equinix unless anEvent of Default has occurred and is continuing), such other books, records, statements, lists of property and accounts, budgets, forecasts or reports as to theBorrower as the Administrative Agent or such Lender may reasonably request;(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to thestockholders of Equinix, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be requiredto file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agentpursuant hereto; and(d) promptly, such additional information regarding the business or financial affairs of the Borrower or any wholly-owned Restricted Subsidiary (andwith respect to any non-wholly owned Restricted Subsidiary, such additional information regarding its business or financial affairs as is reasonablyavailable), or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.Documents required to be delivered pursuant to Section 6.01 or Section 6.02(c) (to the extent any such documents are included in materials otherwisefiled with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date -80-(i) on which Equinix posts such documents, or provides a link thereto on its website on the Internet at Equinix’s website address of www.equinix.com (orsuch other website address Equinix may provide to the Administrative Agent and each Lender in writing from time to time); provided that: (i) to the extentthe Administrative Agent or any Lender is otherwise unable to receive any such electronically delivered documents, the Borrower shall, upon request by theAdministrative Agent or such Lender, deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is givenby such Person, and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any suchdocuments or provide to the Administrative Agent and the Lenders by electronic mail electronic versions (i.e., soft copies) of such documents. TheAdministrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any eventshall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solelyresponsible for requesting delivery to it or maintaining its copies of such documents.The Borrower and each other Loan Party hereby acknowledges that (A) the Administrative Agent and/or the Left Lead Arranger may, but shall not beobligated to make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively,“Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the“Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information withrespect to the Borrower or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower and each other Loan Party hereby agrees that (w) all Borrower Materials that are to bemade available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shallappear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized theAdministrative Agent, the Left Lead Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-publicinformation with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extentsuch Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” arepermitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Left LeadArranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform notdesignated “Public Side Information.”6.03. Notices. Promptly notify the Administrative Agent and each Lender in writing of:(a) any Default or Event of Default;(b) any Material Adverse Effect, including, to the extent that any of the following could reasonably be expected to result in a Material Adverse Effect:(i) any breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any -81-Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or(iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to anyapplicable Environmental Laws;(c) any change in the Borrower’s name, legal structure, place of business, or chief executive office if the Borrower has more than one place of business;(d) any ERISA Event; and(e) any material change in accounting policies or financial reporting practices by the Borrower, including any determination by the Borrower referredto in Section 2.09(b).Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of theoccurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant toSection 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.6.04. Payment of Obligations. Pay and discharge, and cause each Restricted Subsidiary to pay and discharge (a) all material tax liabilities, assessmentsand governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligentlyconducted and adequate reserves in accordance with GAAP are being maintained by the Borrower; and (b) all lawful claims which, if unpaid, would by lawbecome a Lien upon its property (other than a Lien that is not prohibited by Section 7.01 and could not reasonably be expected to have a Material AdverseEffect).6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its and its Restricted Subsidiaries’ legal existence andgood standing under the Laws of the jurisdiction of its organization except (i) in the case of a Restricted Subsidiary that is not a Loan Party, to the extent thatfailure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) in a transaction permitted by Sections 7.04 or 7.05; (b) take allreasonable action to maintain all of its and its Restricted Subsidiaries’ rights, privileges, permits, licenses and franchises necessary or desirable in the normalconduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve orrenew all of its and its Subsidiaries’ registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably beexpected to have a Material Adverse Effect.6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its and its Restricted Subsidiaries’ material properties and equipmentnecessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and (b) make all necessary repairs theretoand renewals and replacements thereof, except in each of the foregoing clauses (a) and (b) where the failure to do so could not reasonably be expected to havea Material Adverse Effect.6.07. Maintenance of Insurance. Maintain insurance as is customary and usual for the business of the Borrower and each Restricted Subsidiary. -82-6.08. Compliance with Laws. Comply with the Laws (including any fictitious or trade name statute), regulations, and orders of any government bodywith authority over the Borrower’s or any Restricted Subsidiary’s business, except where the failure to comply could not reasonably be expected to have aMaterial Adverse Effect. The Lenders shall have no obligation to make any advance to the Borrower except in compliance with all applicable laws andregulations and the Borrower shall fully cooperate with the Lenders and the Administrative Agent in complying with all such applicable laws andregulations.6.09. Books and Records. Maintain adequate books and records, in which full, true and correct entries in conformity with GAAP consistently appliedshall be made of all financial transactions and matters involving the assets and business of the Borrower and its Restricted Subsidiaries, as the case may be.6.10. Inspection Rights. Upon prior advance notice, allow the Administrative Agent, any Lender, and any of their respective agents to inspect theBorrower’s and Guarantors’ properties and examine and audit their financial records at any reasonable time; provided, however, that (a) unless an Event ofDefault has occurred and is continuing, no more than two such inspections, examinations and audits may be made the Administrative Agent and the Lenders(acting collectively) per fiscal year of the Borrower, (b) when an Event of Default exists, the Administrative Agent, any Lender, or any of their respectiveagents may do any of the foregoing (as well as make copies of books and records) at the expense of the Borrower at any reasonable time, and (c) withoutlimiting any of the foregoing, the Borrower shall have the right (if it so elects) to have a representative of the Borrower be present during any discussions withauditors and accountants. If the properties, books or records of the Borrower are in the possession of a third party, the Borrower authorizes that third party topermit the Administrative Agent or its agents to have access to perform inspections or audits and to respond to the Administrative Agent’s requests forinformation concerning such properties, books and records.6.11. Use of Proceeds. Use the proceeds of the Credit Extensions (a) for working capital, capital expenditures, acquisitions, dividends, distributions,stock buybacks, and the issuance of Letters of Credit, in each case to the extent not prohibited hereunder, (b) to refinance existing Indebtedness of theBorrower and its Subsidiaries (including Indebtedness under the Existing Credit Agreement), and (c) for other general corporate purposes not incontravention of any Law or of any Loan Document.6.12. ERISA Plans. Promptly during each year, pay and cause its respective Subsidiaries to pay contributions adequate to meet at least the minimumfunding standards under ERISA with respect to each and every Pension Plan; file each annual report required to be filed pursuant to ERISA in connectionwith each Plan for each year; and notify the Administrative Agent within 10 days of the occurrence of any Reportable Event that might constitute grounds fortermination of any Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer any PensionPlan.6.13. Protection of Negative Pledge. Take such action as the Administrative Agent may reasonably request (including acting at the direction of theRequired Lenders) to protect and enforce the negative pledge in Section 7.12 (including, without limitation, taking such action as is necessary to remove anyLien, encumbrance or negative pledge on the Loan Party Accounts -83-Receivable, except for any Lien, encumbrance or negative pledge that may be granted in favor of the Administrative Agent and the Lenders in connectionwith this Agreement or any of the other Loan Documents), and, pursuant to Section 10.04, reimburse it for related costs it incurs to protect and enforce suchnegative pledge.6.14. Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any one or more Persons constitutes a Material DomesticSubsidiary (other than a Foreign Subsidiary Holdco), and promptly thereafter (and in any event within 30 days), cause such Person(s) to become Guarantor(s)hereunder and grant a first priority perfected security interest in its assets of a type constituting Collateral so that after giving effect thereto, the Net LoanParty Accounts Receivable shall constitute at least 90% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompanyeliminations and excluding Real Property Lease Accounts), by (a) executing and delivering to the Administrative Agent a Joinder Agreement and/or suchother documents as the Administrative Agent shall deem appropriate for such purpose, and (b) delivering to the Administrative Agent documents of the typesreferred to in clauses (iii), (iv) and (v) of Section 4.01(a) and favorable opinions of counsel to such Person(s) (which shall cover, among other things, thelegality, validity, binding effect and enforceability of the documentation referred to in clauses (a) and (b), as applicable, and no conflict with materialagreements), in all such cases of the foregoing clauses (a) and (b), in form, content and scope reasonably satisfactory to the Administrative Agent; provided,however, that, so long as no Default or Event of Default has occurred and is continuing, if any such Person constitutes a Material Domestic Subsidiary (otherthan a Foreign Subsidiary Holdco) solely as a result of it having been acquired through an Acquisition occurring after the Closing Date, then such Personshall not be required to become a Guarantor under this Section 6.14 unless such Person constitutes a Material Domestic Subsidiary (other than a ForeignSubsidiary Holdco) at any time on or after the nine month anniversary of such Acquisition, at which time it shall promptly become a Guarantor hereunder inaccordance with the preceding provisions of this Section 6.14. In addition, Equinix may, from time to time, elect to cause any Domestic Subsidiary to becomea Guarantor in accordance with the preceding clauses (a) and (b) of this Section 6.14. Each Loan Party agrees to take all actions necessary to promptly pledgeto the Administrative Agent for the benefit of the Secured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 6.14,including without limitation the delivery of all certificates representing such Equity Interests, accompanied by undated stock powers duly executed in blank,and effecting any necessary or advisable amendments to the Pledge and Security Agreement and/or the Schedules thereto to evidence such pledge.6.15. Cooperation; Further Assurances. Take any action reasonably requested by the Administrative Agent or any Lender to carry out the intent ofthis Agreement, including, without limitation, to execute, acknowledge, deliver, record, file, and register any and all such further acts, deeds, certificates,assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time inorder to (a) subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered byany of the Collateral Documents, (b) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liensintended to be created thereunder and (c) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties therights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed inconnection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. -84-6.16. Designation of Unrestricted Subsidiaries. The Borrower may, from time to time, designate one or more Subsidiaries as “UnrestrictedSubsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may the Borrower designate any Subsidiary as anUnrestricted Subsidiary if, at the time of and immediately after giving effect to such designation, either (i) the Attributable Asset Share of Equinix in allUnrestricted Subsidiaries exceeds 10% of the consolidated total assets of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet ofEquinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), or (ii) the Attributable A/R Share of Equinixin all Unrestricted Subsidiaries exceeds 10% of the net accounts receivable of Equinix and its Subsidiaries (based on the most recent consolidated balancesheet of Equinix and its Subsidiaries delivered to the Administrative Agent and the Lenders under Section 6.01(a) or (b)), and (b) no Subsidiary (i) that is or isrequired to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantor under Section 6.14 but is or is required become apledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”) under any Loan Document, or (iii) whose Equity Interests are or are requiredto be pledged on or after the Closing Date (a “Pledged Subsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, maybe an Unrestricted Subsidiary. As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.16. Any Subsidiary which has been designatedas an Unrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary by the Borrower; provided,however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence may not thereafter be designated or redesignatedas an Unrestricted Subsidiary.6.17. Certain Post-Closing Matters. As promptly as practicable after the Closing Date, but in any event within (a) 90 days after the Closing Date,complete all actions, and deliver such documentation (subject to clause (b) below) to the Administrative Agent (including all such foreign-law governedshare pledge agreements, certificates, instruments and legal opinions), reasonably required by the Administrative Agent in order to effect, establish, maintainand/or perfect the Administrative Agent’s security interest and liens in the Pledged Foreign Subsidiaries (as defined in the Pledge and Security Agreement),including, without limitation, delivery of the items (or otherwise completing the actions) set forth on Schedule 6.17, and (b) 150 days after the Closing Date,complete all necessary registration of any security documents with foreign Governmental Authorities, and deliver evidence thereof to the AdministrativeAgent.6.18. Maintenance of REIT Status. In the case of Equinix, at all times on and after the REIT Conversion Date, conduct its affairs and the affairs of itsSubsidiaries in a manner so as to continue to qualify as a REIT for U.S. federal income tax purposes.6.19. Anti-Corruption Laws and Sanctions Laws. Conduct its businesses in material compliance with applicable Anti-Corruption Laws, and maintainpolicies and procedures reasonably designed to promote and achieve compliance with such laws and applicable Sanctions by the Borrower, its Subsidiariesand their respective directors, officers, employees and agents. -85-ARTICLE VII.NEGATIVE COVENANTSSo long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letterof Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly:7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired,other than the following:(a) Liens pursuant to any Loan Document;(b) Liens existing on the date hereof and listed on Schedule 7.01;(c) Liens for taxes and assessments not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted,if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;(d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in theordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriateproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;(e) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importationof goods;(f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social securitylegislation, other than any Lien imposed by ERISA;(g) normal and customary banker’s Liens and rights of setoff arising in the ordinary course of business with respect to cash and cash equivalents;provided that such cash and cash equivalents are not dedicated cash collateral in favor of such depository institution and are not otherwise intended toprovide collateral security (other than for customary account commissions, fees and reimbursable expenses relating solely to deposit accounts, and forreturned items);(h) normal and customary rights of setoff and similar Liens arising under bona fide interest rate or currency hedging agreements, which are not forspeculative purposes;(i) precautionary Uniform Commercial Code financing statements in connection with operating leases permitted hereunder;(j) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds,performance bonds and other obligations of a like nature incurred in the ordinary course of business; -86-(k) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the businessof the applicable Person;(l) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(j);(m) Liens securing Indebtedness in respect of Capital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets(including the costs of construction, improvement or rehabilitation of such fixed or capital assets); provided that (i) such Liens do not at any time encumberany property other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value,whichever is lower, of the property being acquired on the date of acquisition, or the cost of construction, improvement or rehabilitation of such fixed orcapital assets, as applicable;(n) leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Borrower or any Subsidiary;(o) Liens existing on property or assets of any Person at the time such Person becomes a Subsidiary or such property or assets are acquired, but only, inany such case, (i) if such Lien was not created in contemplation of such Person becoming a Subsidiary or such property or assets being acquired, and (ii) solong as such Lien does not encumber any assets other than the property subject to such Lien at the time such Person becomes a Subsidiary or such property orassets are acquired;(p) any renewals, replacements or extensions of the Liens described in clauses (b), (m) or (o) above, provided that (i) the property covered thereby is notexpanded, and (ii) the amount secured or benefited thereby is not increased;(q) Liens on JV Interests held by a Loan Party or a Subsidiary in JV Entities securing the obligations of such Loan Party or Subsidiary to honor putrights and put options in favor of joint venture partners with respect to the JV Interests held by joint venture partners in such JV Entities, provided that suchLiens shall attach only to the JV Interests held by such Loan Party or a Domestic Subsidiary and not to any other assets of such Loan Party or Subsidiary;(r) Liens arising in connection with Sale-Leaseback Transactions permitted under Section 7.05(m);(s) Liens in the form of cash collateral securing reimbursement obligations under bank guarantees, letters of credit and other documentary credits notissued hereunder but permitted by Section 7.03, not to exceed $50,000,000 in the aggregate;(t) Liens arising from sales or discounts of accounts receivable to the extent permitted under Section 7.05(h); and(u) Liens not otherwise permitted by this Section 7.01 (which do not materially interfere with the respective businesses of the Borrower or anySubsidiary and do not attach to (i) -87-any Collateral or (ii) any Equity Interests of any Real Estate Holding Subsidiaries), if at the time of, and after giving effect to, the creation or assumption ofany such Lien, the aggregate of all obligations of the Borrower and its Restricted Subsidiaries secured by any Liens not otherwise permitted hereby, togetherwith the aggregate book value of all Transfers consummated in accordance with the carve-out set forth in clause (n) of Section 7.05 in the then current fiscalyear, does not exceed 10% of Equinix’s consolidated total assets as shown on the consolidated balance sheet of Equinix as of the end of the immediatelypreceding fiscal year.7.02. Investments. Make any Investments that are Acquisitions, other than Permitted Acquisitions; or make any other material Investments outside ofthe ordinary course of business, except to the extent that no Default shall have occurred and be continuing at the time of such Investment or would resulttherefrom.7.03. Indebtedness. Create, incur, assume or otherwise become directly or indirectly liable for any Indebtedness, except to the extent that no Defaultshall have occurred and be continuing at the time of, or would result from, the Borrower or such Restricted Subsidiary creating, incurring, assuming orotherwise becoming directly or indirectly liable for such Indebtedness.7.04. Fundamental Changes. (a) Enter into any consolidation, merger, or other combination, except:(i) so long as no Event of Default has occurred and is continuing or would result therefrom,(A) any Loan Party may consolidate, merge or combine with any other Loan Party (provided that if any such Loan Party is Equinix,Equinix shall be the surviving entity),(B) any Loan Party may consolidate, merge or combine with any Subsidiary that is not a Loan Party if such Loan Party is the survivingentity,(C) any Subsidiary that is not a Loan Party may consolidate, merge or combine with any Subsidiary that is not a Loan Party, and(D) any Loan Party or Subsidiary may consolidate, merge or combine with any Person in connection with a Permitted Acquisition or atransaction permitted by Section 7.05, so long as (1) in the case of a consolidation, merger or combination of a Loan Party with another Person,such Person expressly assumes all Obligations of such Loan Party and grants liens on its assets constituting Collateral (in each case pursuant todocumentation satisfactory to the Administrative Agent) if such Person is the surviving entity, and (2) if Equinix is a party to such PermittedAcquisition or transaction permitted by Section 7.05, Equinix shall be the surviving entity, and(ii) Equinix may merge into a newly-formed, wholly-owned and direct U.S. Restricted Subsidiary corporation (“Successor Parent”), withSuccessor Parent as the survivor and ultimate parent company (and successor to Equinix), in connection with the -88-REIT Conversion, provided that the following additional conditions shall have been satisfied: (A) immediately after giving effect to such merger,(1) the Successor Parent shall own all of the assets of Equinix, (2) the Successor Parent shall have expressly assumed all of the Obligations of Equinixunder the Loan Documents and be treated as the “Borrower” and “Equinix” (and shall remain a Loan Party) for all purposes of the Loan Documents,and (3) the Successor Parent shall have expressly granted security interests in all its assets constituting Collateral in favor of the Secured Parties underthe Collateral Documents, and the collateral security package provided by the Loan Parties in favor of the Secured Parties as existed immediately priorto such merger shall not have been impaired as result of such merger; (B) Equinix and the Successor Parent shall have delivered merger documents,assumption documents and such other documents and information as the Administrative Agent shall reasonably deem appropriate for purposes ofverifying that the foregoing conditions are satisfied, including, without limitation (1) favorable legal opinions and (2) documents of the type referredto in clauses (iii), (iv) and (v) of Section 4.01(a); and (C) Equinix and the Successor Parent shall have delivered such information required by regulatoryauthorities under applicable “know your customer” and anti-money laundering rules and regulations, in each case, as reasonably requested by theAdministrative Agent and in form, content and scope reasonably satisfactory to the Administrative Agent; or(b) liquidate or dissolve any Loan Party’s business or any Domestic Subsidiary’s business except as may be permitted by Section 7.05(a)(i),Section 7.05(a)(ii), Section 7.05(b) or Section 7.05(c) (but no such liquidation or dissolution shall be permitted for Equinix).7.05. Maintenance of Assets; Dispositions. Sell, assign, lease, transfer or otherwise Dispose of (collectively, “Transfer”) any part of the business orassets of the Borrower or any Restricted Subsidiary, except:(a) (i) Transfers (including (except in the case of Equinix) any disposition that is in the nature of a liquidation or dissolution) among the Loan Parties,(ii) Transfers (including any disposition that is in the nature of a liquidation or dissolution) by any wholly-owned Subsidiary that is a Guarantor to (1) theBorrower, or (2) any other wholly-owned Subsidiary that is a Guarantor, or (iii) a Disposition of the nature expressly permitted by Section 7.04(a)(ii);(b) Transfers (including any disposition that is in the nature of a liquidation or dissolution) by any Subsidiary that is not a Loan Party to the Borroweror any Subsidiary;(c) Transfers (including (except in the case of Equinix) any disposition that is in the nature of a liquidation or dissolution) by the Borrower of anySubsidiary other than a Guarantor, not involving a disposition of Collateral, which do not constitute a Change of Control;(d) leases or subleases of, or occupancy agreements with respect to, real property (including IBX centers);(e) non-exclusive licenses of intellectual property and similar arrangements for the use of the property of the Loan Parties in the ordinary course ofbusiness;(f) sales of inventory to customers in the ordinary course of business; -89-(g) Transfers of cash, cash equivalents and marketable securities in the ordinary course of business, including, without limitation, to a Subsidiary;(h) sales or discounts of accounts receivable without recourse in the ordinary course of business (and excluding accounts receivable which have beenfully reserved or written off) in connection with accounts receivable that are more than 90 days past due, provided that such sales and discounts, in theaggregate, shall not exceed 5% of the aggregate gross accounts receivables of the Loan Parties prior to the sale or discount at any time;(i) Transfers of worn-out, obsolete or surplus equipment no longer used in the ordinary course of business;(j) the abandonment or other disposition of intellectual property that is no longer economically practicable to maintain or useful in the conduct ofbusiness;(k) Transfers of assets subject to a casualty or event of loss covered by insurance following the receipt of insurance proceeds with respect to suchcasualty or event of loss;(l) Transfers constituting Liens permitted under Section 7.01 and Investments or Restricted Payments that are not prohibited by this Agreement;(m) Sale-Leaseback Transactions, so long as the aggregate amount of proceeds of all such Sale-Leaseback Transactions consummated following theClosing Date does not exceed $350,000,000; and(n) other Transfers not otherwise permitted by this Section 7.05, so long as the aggregate book value of assets so Transferred in any fiscal year ofEquinix under this clause (n), together with the aggregate outstanding amount of all obligations of the Borrower and its Restricted Subsidiaries secured at thetime of such Transfer by Liens created in accordance with the carve-out set forth in clause (u) of Section 7.01, does not exceed 10% of Equinix’s consolidatedtotal assets as shown on the consolidated balance sheet of Equinix as of the end of the immediately preceding fiscal year;provided, however, that notwithstanding the foregoing clauses (a) through (n), inclusive, in no event shall any Loan Party make any Transfers of any ofthe Loan Party Accounts Receivable, except to the extent permitted in clause (h) above.7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:(a) any Subsidiary may pay dividends or distributions on its Equity Interests to the Borrower or to any intervening Subsidiary of the Borrower;(b) dividends or distributions payable solely in Equity Interests (other than Equity Interests that are mandatorily redeemable or redeemable at theoption of the holder thereof on any date that is earlier than 91 days after the Maturity Date); -90-(c) cash payments (i) for repurchases by the Borrower of common stock of the Borrower from officers, directors and employees of the Borrower or any ofits Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat onthe board of the Borrower, and (ii) in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securitiesconvertible into or exchangeable for Equity Interests of the Borrower, in an aggregate amount, for the foregoing sub-clauses (c)(i) and (c)(ii), not to exceed$5,000,000;(d) noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portionof the exercise price and related statutory withholding taxes of such options or warrants;(e) Equinix may (i) issue and deliver Permitted Junior Securities (as defined in the indentures for the Convertible Subordinated Notes (the “ConvertibleSubordinated Notes Indentures”)) upon conversion of the Convertible Subordinated Notes in accordance with the terms of the Convertible SubordinatedNotes Indentures and (ii) unless (x) an Event of Default described in Section 8.01(a) has occurred and is continuing or (y) a Payment Blockage Period (asdefined in the Convertible Subordinated Notes Indentures) is in effect, make (A) regularly scheduled payments of cash interest and, to the extent notprohibited hereunder, mandatory principal payments on the Convertible Subordinated Notes, in each case, in accordance with the terms thereof, and (B) cashRestricted Payments in satisfaction of fractional shares in connection with a conversion of the Convertible Subordinated Notes into Permitted JuniorSecurities in accordance with the terms of Convertible Subordinated Notes Indentures;(f) Equinix may make cash dividends and distributions to its shareholders required to qualify Equinix as a REIT, including, for the avoidance of doubt,cash dividends or distributions to satisfy the requirements of section 857(a)(2)(B) of the Code, or any successor provision, provided that if the aggregateamount of such cash payments related to the REIT Conversion exceeds $300,000,000, such aggregate amount of cash payments make up not more than 25%of the sum of all cash and non-cash dividends and distributions required to qualify Equinix as a REIT;(g) so long as (i)(A) Equinix believes in good faith that it qualifies as a REIT (without regard to any election requirement relating to the same, providedthat a timely REIT election is ultimately made in due course), (B) Equinix has not publicly disclosed an intention to no longer seek to be (or, once it istreated as a REIT, continue to be) treated as a REIT, and (C) no resolution shall have been adopted by Equinix’s board of directors abandoning or otherwisecontradicting its intent to elect to be treated as a REIT, or (ii) Equinix is a REIT, Equinix may make cash dividends and distributions to its shareholdersnotwithstanding that any Default may have occurred and be continuing (X) provided such cash dividends and distributions do not exceed in the aggregatefor any period of four consecutive fiscal quarters of Equinix for which financial statements have been delivered to the Administrative Agent underSection 6.01(a) or (b) (or if shorter, the period from December 31, 2014 to the last day of the fiscal quarter for which such financial statements have beendelivered), 95% of Funds From Operations for such period or (Y) in such greater amount as may be required for Equinix to continue to be qualified as a REITor to avoid the imposition of income or excise taxes on Equinix; and -91-(h) to the extent that no Default shall have occurred and be continuing at the time of such action or would result therefrom, Restricted Payments nototherwise permitted by clauses (a) through (g).7.07. Change in Nature of Business. Engage in any business activities substantially different from the present business of the Borrower and itsSubsidiaries on the date hereof or reasonably related thereto.7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of a Loan Party, whether or not in the ordinary course ofbusiness, other than (a) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary, as the case may be, as would beobtainable by the Borrower or such Restricted Subsidiary, as the case may be, at the time in a comparable arm’s length transaction with a Person other than anAffiliate or (b) transactions expressly permitted by Section 7.04(a), Section 7.05(a), Section 7.05(b), or, in the case of transactions with Subsidiaries only,Section 7.05(g).7.09. Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits theability (i) of any Material Domestic Subsidiary or Pledged Subsidiary to make Restricted Payments to the Borrower, any Pledgor Subsidiary or any Guarantoror to otherwise transfer property to the Borrower, any Pledgor Subsidiary or any Guarantor, (ii) of any Material Domestic Subsidiary or any PledgorSubsidiary to Guarantee the Indebtedness of the Borrower or any Guarantor or (iii) of the Borrower, any Pledgor Subsidiary or any Material DomesticSubsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that, so long as the following do not violateSection 7.12, (A) none of the foregoing shall apply to restrictions and conditions imposed by applicable Laws (which (taken as a whole) could not reasonablybe expected to have a Material Adverse Effect), (B) none of the foregoing shall apply to customary restrictions and conditions contained in agreementsrelating to the sale of the assets or Equity Interests permitted under Section 7.05 pending such sale, provided such restrictions and conditions apply only tothe Person whose assets or Equity Interests are to be sold, (C) clauses (i) and (iii) shall not apply to restrictions or conditions imposed on specific assets whichare the subject of any leases (including Capital Leases) or to customary provisions in leases (including Capital Leases) and other contracts restricting theassignment of such leases and other contracts, (D) clauses (ii) and (iii) shall not apply to the restrictions contained in the Senior Notes Indentures (as suchrestrictions are in effect on the date hereof) and (E) clauses (ii) and (iii) shall not apply to customary restrictions contained in the documentation relating tofinancings permitted hereunder, provided that such restrictions shall not restrict (x) any Loan Party’s or Material Domestic Subsidiary’s ability to grant Liensin favor of the Administrative Agent and Secured Parties (or the Administrative Agent and Secured Party’s ability to enforce such Liens) under or inconnection with the Loan Documents or (y) any Loan Party’s or Material Domestic Subsidiary’s ability to guarantee the Obligations; or (b) requires the grantof a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations, other than the requirements contained in the Senior NotesIndentures (as such requirements are in effect on the date hereof).7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, topurchase or carry margin -92-stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refundindebtedness originally incurred for such purpose.7.11. Financial Covenants.(a) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of Equinix tobe less than 1.50 to 1.00.(b) Consolidated Net Lease Adjusted Leverage Ratio. Permit the Consolidated Net Lease Adjusted Leverage Ratio as of the end of any fiscal quarter ofEquinix to exceed 6.00 to 1.00.7.12. Negative Pledge. (a) Except as permitted by clause (h) of Section 7.05 or as otherwise expressly pre-approved by the Administrative Agent (at thedirection of the Required Lenders) in writing after the date hereof, allow any Person or entity to, sell, transfer, assign, mortgage, pledge, lease, grant a securityinterest in, or encumber any of the Loan Party Accounts Receivable (or attempt or contract to do so, or otherwise allow, create, permit or suffer any of theforegoing to exist) (for the avoidance of doubt, Loan Party Accounts Receivable do not include any accounts owned by any non-Guarantor Subsidiaries ofEquinix), or (b) enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume orsuffer to exist any Lien or other encumbrance upon any of the Loan Party Accounts Receivable in order to hereafter secure any of its Obligations, other than(i) this Agreement and the other Loan Documents, (ii) the restrictions contained in the Senior Notes Indentures (as such restrictions are in effect on the datehereof), (iii) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) customary restrictions and conditions contained inany agreement relating to any disposition expressly permitted by clause (h) of Section 7.05.7.13. Prepayments of Certain Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in anymanner, or make any payment in violation of any subordination terms of, any portion of (a) the 5.375% Senior Notes Due 2022, (b) the 5.750% Senior NotesDue 2025, (c) the 4.875% Senior Notes Due 2020, (d) the 5.375% Senior Notes Due 2023, (e) except to the extent provided in Section 7.06(e), anyConvertible Subordinated Notes or other Indebtedness that is subordinated to the Obligations, or (f) any other long-term public or privately placed debtsecurities, or other long-term Indebtedness in an amount in excess of $100,000,000, of the Borrower or any of its Restricted Subsidiaries, in each case, unless(i) no Default or Event of Default has occurred and is continuing or would result therefrom, and (ii) after giving effect thereto, the sum of (X) the unrestrictedcash, cash equivalents, freely tradable and liquid short term-investments and freely tradable and liquid long-term investments of Equinix and its Subsidiarieson a consolidated basis plus (Y) the amount by which the Aggregate Revolving Commitments exceeds the Total Revolving Outstandings is at least$400,000,000.7.14. Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to anySubsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the time of -93-the use of such proceeds, is the subject of Sanctions or is located, organized or resident in any Designated Jurisdiction, or in any other manner that couldreasonably be expected to result in a violation of Sanctions by any party to this Agreement or any other Loan Document (including any Secured Party).7.15. Anti-Corruption Laws. Directly or indirectly use the proceeds of any Credit Extension for any purpose that would materially breach any Anti-Corruption Laws or cause any party to this Agreement or any other Loan Document (including any Secured Party) to be in violation of any applicable Anti-Corruption Laws.7.16. Foreign Subsidiary Holdcos. No Foreign Subsidiary Holdco shall engage in any business or activity other than (a) the ownership of EquityInterests and Indebtedness of one or more Foreign Subsidiaries or Foreign Subsidiary Holdcos, (b) maintaining its corporate or company existence,(c) participating in tax, accounting and other administrative activities as part of a consolidated group of companies, (d) execution and delivery of any LoanDocuments to which it is a party and acknowledgement of any Loan Documents in connection with the pledge of its equity to secure the Secured Obligationsand (e) activities incidental to the foregoing.ARTICLE VIII.EVENTS OF DEFAULT AND REMEDIES8.01. Events of Default. Any of the following shall constitute an Event of Default:(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder,any amount of principal of any Loan or any L/C Obligation, or any interest on any Loan or on any L/C Obligation, or (ii) within three Business Days after thesame becomes due, any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or(b) Covenants. Any Loan Party breaches, or fails to perform or observe, any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03,6.05 (as to existence only), 6.10, 6.11, 6.14, 6.16, 6.18, 6.19 or Article VII (including, but not limited to, any financial covenant set forth in Section 7.11); or(c) Other Breaches. Any Loan Party fails to perform or observe any covenant or agreement (not specified in subsections (a) or (b) above) contained inany Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) a Responsible Officer of a Loan Partyobtaining knowledge of such failure and (ii) the Administrative Agent or a Lender notifying such Loan Party in writing of such failure; or(d) Default under Other Loan Documents. Any default or event of default occurs under any other Loan Document or other document required by ordelivered in connection with this Agreement (after giving effect to any applicable grace periods) or any such document is no longer in effect, or anyGuarantor purports to revoke or disavow a guaranty, including the Multiparty Guaranty, of any of the Obligations; or(e) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of theBorrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect ormisleading in any material respect when made or deemed made; or -94-(f) Cross-Default. (i) Any default occurs under any agreement of the Borrower or its Subsidiaries (other than any agreement entered into by anyUnrestricted Subsidiary with respect to Indebtedness of such Unrestricted Subsidiary for which there is no recourse to the Borrower or any RestrictedSubsidiary) that permits the counterparty to such agreement to declare to be due and payable prior to the stated maturity thereof an obligation of theBorrower or any of its Subsidiaries of $50,000,000 or more, individually or in the aggregate for any or all such entities; or (ii) the Borrower or any Subsidiarythereof (X) fails to observe or perform any other agreement or condition relating to any such obligation or contained in any instrument or agreementevidencing, securing or relating thereto, or (Y) any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holdersof such obligation or the beneficiary or beneficiaries of such obligation (or a trustee or agent on behalf of such holder or holders or beneficiary orbeneficiaries) to cause, with the giving of notice if required, such obligation to be demanded or to become due or to be repurchased, prepaid, defeased orredeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such obligation to be made, prior to its stated maturity, or suchobligation to become payable or cash collateral in respect thereof to be demanded, unless, in the case of clause (f)(ii)(Y), the Borrower would not beprohibited from prepaying such Indebtedness under Section 7.13, disregarding for this purpose any Default that would otherwise arise under thisSection 8.01(f)(ii)(Y); or (iii) there occurs under any Swap Contract (other than a Swap Contract entered into by an Unrestricted Subsidiary for which there isno recourse to the Borrower or any Restricted Subsidiary) an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event ofdefault under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) anyTermination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in eitherevent, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is $50,000,000 or more; or(g) Insolvency Proceedings. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any DebtorRelief Law, or makes an assignment for the benefit of creditors; or any proceeding under any Debtor Relief Law relating to any such Person or to all or anymaterial part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for reliefis entered in any such proceeding; or(h) Receivers. A receiver or similar official is appointed for a substantial portion of any Loan Party’s or any Material Subsidiary’s business, or thebusiness is terminated; or(i) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Material Subsidiary becomes unable or admits in writing its inability or fails generallyto pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material partof the property of any such Person and is not released, vacated or fully bonded within 45 days after its issue or levy; or -95-(j) Judgments. (i) Any judgments or arbitration awards are entered against the Borrower or any Subsidiary thereof (other than, solely with respect tojudgments or awards as to which there is no claim or recourse against the Borrower or any Restricted Subsidiary, any Unrestricted Subsidiary) in an aggregateamount of $50,000,000 or more, and there is a period of 45 consecutive days during which either such judgments or arbitration awards remain unpaid orunsatisfied or a stay of enforcement of such judgments, by reason of a pending appeal, is not in effect; or (ii) any one or more non-monetary final judgmentsare entered against the Borrower or any Subsidiary thereof that have, or could reasonably be expected to have, individually or in the aggregate, a MaterialAdverse Effect, and there is a period of 45 consecutive days during which a stay of enforcement of such non-monetary final judgment(s), by reason of apending appeal, is not in effect; or(k) ERISA. An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to resultin liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount of $50,000,000 or more,or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect toits withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount of $50,000,000 or more; or(l) Invalidity of Loan Documents. The Borrower, any other Loan Party or any Pledged Subsidiary asserts in writing that this Agreement or any otherLoan Documents, or part thereof, is invalid, or a court of competent jurisdiction invalidates any part of this Agreement or any other Loan Document; or(m) Change of Control. A Change of Control occurs.8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, withthe consent of, the Required Lenders, take any or all of the following actions:(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,whereupon such commitments and obligations shall be terminated;(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payablehereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all ofwhich are hereby expressly waived by the Borrower and Guarantors;(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the LoanDocuments;provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code ofthe United States, the obligation of -96-each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amountof all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower toCash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or anyLender.8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately dueand payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amountsreceived on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, and, in the case of any proceeds of Collateralowned by the Borrower, the Borrower Collateral Limit, be applied by the Administrative Agent in the following order:First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges anddisbursements of counsel to the Administrative Agent and amounts payable under ARTICLE III) payable to the Administrative Agent in its capacity as such;Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest andLetter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/CIssuer and amounts payable under ARTICLE III), ratably among them in proportion to the respective amounts described in this clause Second payable tothem;Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/CBorrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respectiveamounts described in this clause Third payable to them;Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and L/C Borrowings in proportion to therespective amounts described in this clause Fourth held by them;Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregateundrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14;Sixth, to payment of the portion of Secured Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements,ratably among the Hedge Banks and the Cash Management Banks; andLast, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. -97-Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth aboveshall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credithave either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, in the order set forth above.Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excludedfrom the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supportingdocumentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each CashManagement Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, bedeemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a“Lender” party hereto.Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party orits assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligationsotherwise set forth above in this Section.ARTICLE IX.ADMINISTRATIVE AGENT9.01. Appointment and Authority.(a) Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agenthereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as aredelegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Theprovisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other LoanParty shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any otherLoan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express)obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflectonly an administrative relationship between contracting parties.(b) Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including,to the extent applicable, in its capacities as a Hedge Bank and a Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes theAdministrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateralgranted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Inthis connection, the -98-Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant toSection 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or forexercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IXand Article X (including Section 10.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents,as if set forth in full herein with respect thereto.9.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lenderas any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwiseexpressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity forand generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the AdministrativeAgent hereunder and without any duty to account therefor to the Lenders.9.03. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in theother Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expresslycontemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (orsuch other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the AdministrativeAgent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that iscontrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under anyDebtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure todisclose, any information relating to the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the AdministrativeAgent or any of its Affiliates in any capacity.The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (orsuch other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under thecircumstances as provided in Sections 10.01 and 8.02) or (ii) in the -99-absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. TheAdministrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to theAdministrative Agent by the Borrower, a Lender or the L/C Issuer.The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made inor in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder orthereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions setforth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other LoanDocument or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in ARTICLE IV or elsewhere herein, other than toconfirm receipt of items expressly required to be delivered to the Administrative Agent.9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet websiteposting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The AdministrativeAgent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur anyliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increaseof a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that suchcondition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or theL/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may becounsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it inaccordance with the advice of any such counsel, accountants or experts.9.05. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under anyother Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agentmay perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of thisArticle shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respectiveactivities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The AdministrativeAgent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in afinal and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. -100-9.06. Resignation of Administrative Agent.(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any suchnotice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with anoffice in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by theRequired Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or suchearlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not beobligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether ornot a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, tothe extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, inconsultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted suchappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shallnonetheless become effective in accordance with such notice on the Removal Effective Date.(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shallbe discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by theAdministrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shallcontinue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments orother amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to orthrough the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lendersappoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, suchsuccessor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (otherthan as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agentas of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged fromall of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). Thefees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between theBorrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents,the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents andtheir respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent wasacting as Administrative Agent. -101-9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently andwithout reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it hasdeemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will,independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents andinformation as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon thisAgreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.9.08. No Other Rights or Duties, Etc. Anything herein to the contrary notwithstanding, no Joint Lead Arranger nor any bookrunner, syndication agentor documentation agents listed on the cover page hereof shall have any rights, privileges, powers, duties or responsibilities under this Agreement or any ofthe other Loan Documents, except (a) in the case of any such Person, in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuerhereunder and (b) in the case of the Left Lead Arranger only, as set forth in the Fee Letter.9.09. Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief Law orany other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shallthen be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made anydemand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all otherSecured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders,the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, theL/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the AdministrativeAgent under Sections 2.03(i) and (j), 2.08 and 10.04) allowed in such judicial proceeding; and(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by eachLender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making ofsuch payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections2.08 and 10.04. -102-Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lenderor the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or the L/CIssuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.The Loan Parties and the Secured Parties hereby irrevocably authorize the Administrative Agent, based upon the instruction of the Required Lenders,to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any salethereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code or any similar Laws in any otherjurisdictions to which a Loan Party is subject, or (b) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all orany portion of the Collateral at any other sale or foreclosure conducted by (or with the consent or at the direction of) the Administrative Agent (whether byjudicial action or otherwise) in accordance with applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owed to theSecured Parties shall be entitled to be, and shall be, credit bid ratably, after giving effect to the priorities outlined in the waterfall of payment in Section 8.03above (with Secured Obligations with respect to contingent or unliquidated claims (excluding L/C Obligations and other contingent or unliquidated claimsof a fixed or readily determinable amount) being disregarded for such purpose), and the Secured Parties whose Secured Obligations are credit bid shall beentitled to receive interests (ratably based upon the proportion of their Secured Obligations credit bid in relation to the aggregate amount of SecuredObligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate suchpurchase). Except as provided above and otherwise expressly provided for herein or in the other Collateral Documents, the Administrative Agent will notexecute and deliver a release of any Lien on any Collateral. Upon request by the Administrative Agent or the Borrower at any time, the Secured Parties willconfirm in writing the Administrative Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 9.09.9.10. Collateral and Multiparty Guaranty Matters. Each of the Lenders (including to the extent applicable, in its capacities as a Cash ManagementBank and a Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion:(a) to release any Lien on any property (including on any Equity Securities of Subsidiaries) granted to or held by the Administrative Agent under anyLoan Document (i) upon the Facility Termination Date, (ii) that is sold, transferred or otherwise disposed of or to be sold, transferred or otherwise disposed ofas part of or in connection with any sale, transfer or other disposition permitted hereunder or under any other Loan Document, or (iii) consisting of aninstrument, if the Indebtedness evidenced thereby has been paid in full, (iv) consisting of Real Property Lease Accounts or of the Equity Interests in RealEstate Holding Subsidiaries, if requested by a Loan Party in connection with the incurrence by any Loan Party of any Indebtedness secured primarily by realproperty, to the extent such Indebtedness (and the Lien securing such Indebtedness) is permitted hereunder or to the extent that a Lien on such Equity -103-Interests in favor of the Administrative Agent is not permitted thereunder (but, for the avoidance of doubt, no Lien on such Equity Interests shall be grantedin favor of the provider of such Indebtedness), or (v) if approved, authorized or ratified in writing by the Required Lenders (or all Lenders to the extentrequired under Section 10.01) in accordance with Section 10.01; and(b) to release any Guarantor from its obligations under the Multiparty Guaranty if such Person ceases to be a Subsidiary as a result of a transactionpermitted under the Loan Documents.Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release orsubordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Multiparty Guaranty pursuant to thisSection 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicableLoan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and securityinterest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under theMultiparty Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by anyLoan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain anyportion of the Collateral.9.11. Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein, no Cash ManagementBank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Multiparty Guaranty or any Collateral by virtue of the provisions hereof orany Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other LoanDocument or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment,waiver or modification of the provisions hereof or of the Multiparty Guaranty or any Collateral Document) other than in its capacity as a Lender and, in suchcase, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the AdministrativeAgent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arisingunder Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the AdministrativeAgent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the AdministrativeAgent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verifythe payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash ManagementAgreements and Secured Hedge Agreements in the case of a Facility Termination Date. -104-ARTICLE X.MISCELLANEOUS10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departureby the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicableLoan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specificinstance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consentof such Lender;(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to theLenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to thisSection 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affectedthereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive anyobligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined termused therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payablehereunder;(e) change Section 2.12 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of eachLender;(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage ofLenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the writtenconsent of each Lender;(g) (i) amend Section 1.06 or the definition of “Alternative Currency” other than to eliminate currencies available to be utilized as AlternativeCurrencies without the written consent of each Lender, or (ii) amend the first parenthetical appearing in definition of “Interest Period” other than to eliminatesuch parenthetical or any period set forth in such parenthetical without the written consent of each Lender; or(h) release all or substantially all of the Collateral or all or substantially all of the value of the Multiparty Guaranty without the written consent of eachLender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the AdministrativeAgent acting alone); -105-and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders requiredabove, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;(ii) this Agreement may be amended as contemplated by clause (ii) of Section 2.13(e) in connection with the addition of a new term loan tranche with theconsent of only the Administrative Agent, the Lenders providing such Term Loan and the Borrower; (iii) no amendment, waiver or consent shall, unless inwriting and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under thisAgreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by theparties thereto. Notwithstanding the foregoing, only the written consent of the Administrative Agent shall be required for purposes of amending, waiving orotherwise modifying Section 6.17 or Schedule 6.17. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approveor disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders oreach affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of anyDefaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring theconsent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require theconsent of such Defaulting Lender.10.02. Notices; Effectiveness; Electronic Communication.(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided insubsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courierservice, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to begiven by telephone shall be made to the applicable telephone number, as follows:(i) if to the Borrower or any other Loan Party, the Administrative Agent or the L/C Issuer, to the address, facsimile number, electronic mailaddress or telephone number specified for such Person on Schedule 10.02; and(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its AdministrativeQuestionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then ineffect for the delivery of notices that may contain material non-public information relating to the Borrower).Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been givenwhen received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normalbusiness hours for the recipient, shall be deemed to have been given at -106-the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to theextent provided in subsection (b) below, shall be effective as provided in such subsection (b).(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished byelectronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the AdministrativeAgent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to ARTICLE II if such Lender or the L/C Issuer, asapplicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. TheAdministrative Agent or the Borrower may, in its respective discretion, agree to accept notices and other communications to it hereunder by electroniccommunications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received uponthe sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or otherwritten acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt bythe intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available andidentifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normalbusiness hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business dayfor the recipient.(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOTWARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLYDISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIEDOR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OFTHIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THEBORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”)have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether intort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the platform,any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities orexpenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willfulmisconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer orany other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). -107-(d) Change of Address, Etc. The Borrower, the Administrative Agent and the L/C Issuer may change its respective address, facsimile or telephonenumber for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile ortelephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the L/C Issuer. In addition, eachLender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contactname, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wireinstructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times haveselected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or itsdelegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, tomake reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may containmaterial non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely andact upon any notices (including telephonic notices, Loan Notices and Letter of Credit Applications) purportedly given by or on behalf of the Borrower or anyGuarantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of noticespecified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify theAdministrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from thereliance by such Person on each notice purportedly given by or on behalf of the Borrower or any Guarantor. All telephonic notices to and other telephoniccommunications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to suchrecording.10.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and nodelay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof;nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of anyother right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, arecumulative and not exclusive of any rights, remedies, powers and privileges provided by law.Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder andunder the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connectionwith such enforcement shall be instituted and maintained -108-exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that theforegoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in itscapacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer from exercising the rights and remedies that inure to itsbenefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance withSection 10.08 (subject to the terms of Section 2.12), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf duringthe pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting asAdministrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to theAdministrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject toSection 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the RequiredLenders.10.04. Expenses; Indemnity; Damage Waiver.(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates(including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilitiesprovided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or anyamendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall beconsummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of anyLetter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/CIssuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with theenforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) inconnection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuringor negotiations in respect of such Loans or Letters of Credit.(b) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify the Administrative Agent (and any sub-agent thereof),each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and holdeach Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the fees, charges and disbursementsof any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other LoanParty arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement orinstrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummationof the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, theadministration -109-of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use orproposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documentspresented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release ofHazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any wayto the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whetherany Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the grossnegligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against such Indemnitee forbreach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained afinal and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions ofSection 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from anynon-Tax claim.(c) Reimbursement by Lenders. To the extent that the Borrower or any other Loan Party for any reason fails to indefeasibly pay any amount requiredunder subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any ofthe foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case maybe, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’sshare of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender),such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursedexpense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, asthe case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against anyRelated Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. Theobligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d).(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower and each other Loan Party shall not assert,and each hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect,consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any otherLoan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or theuse of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from -110-the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee throughtelecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactionscontemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee asdetermined by a final and nonappealable judgment of a court of competent jurisdiction.(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.(f) Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agentand the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all theother Obligations.10.05. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the AdministrativeAgent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceedsof such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to anysettlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, inconnection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originallyintended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and(b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amountso recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate perannum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of theLenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of thisAgreement.10.06. Successors and Assigns.(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby, except that neither the Borrower nor any Guarantor may assign or otherwise transfer any of its rights orobligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any ofits rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation inaccordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions ofsubsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,Participants to the extent provided in -111-subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer andthe Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under thisAgreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) atthe time owing to it); provided that, in each case with respect to any Facility, any such assignment shall be subject to the following conditions:(i) Minimum Amounts.(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans atthe time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimumamount need be assigned; and(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purposeincludes Loans outstanding thereunder) under any Facility or, if the Commitment under such Facility is not then in effect, the principaloutstanding balance of the Loans of the assigning Lender under such Facility subject to each such assignment, determined as of the date theAssignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in theAssignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as noEvent of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld ordelayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of anAssignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a singleassignment for purposes of determining whether such minimum amount has been met.(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rightsand obligations under this Agreement with respect to the Loans or the Commitment assigned;(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and,in addition:(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Defaulthas occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an ApprovedFund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice tothe Administrative Agent within ten (10) Business Days after having received notice thereof; -112-(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if suchassignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment ofRevolving Loans or Revolving Commitments.(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment andAssumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its solediscretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to theAdministrative Agent an Administrative Questionnaire.(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries,(B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoingPersons described in this clause (B), or (C) to a natural person.(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no suchassignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make suchadditional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outrightpayment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of theBorrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to eachof which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by suchDefaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund asappropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding theforegoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Lawwithout compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposesof this Agreement until such compliance occurs.Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specifiedin each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the -113-interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lenderthereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in thecase of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be aparty hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior tothe effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a DefaultingLender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, theBorrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under thisAgreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rightsand obligations in accordance with subsection (d) of this Section.(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shallmaintain and update at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronicform) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of theLoans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall beconclusive in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in theRegister pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, theAdministrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a DefaultingLender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable priornotice.(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations toany Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in allor a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including suchLender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) suchLender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, theLenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under thisAgreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of anyparticipation.Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforcethis Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such -114-agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modificationdescribed in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits ofSections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (itbeing understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as ifit were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subjectto the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greaterpayment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have beenentitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquiredthe applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use commercially reasonable efforts tocooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant.Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which itenters the name and address of each Participant to which that Lender has sold a participation and the principal amounts (and stated interest) of each suchParticipant’s interest in the Commitments, Loans, L/C Obligations or other obligations under this Agreement (the “Participant Register”); provided that noLender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or anyinformation relating to a Participant’s interest in any Commitments, Loans, L/C Obligations or its other obligations under any Loan Document) except to theextent that such disclosure is necessary to establish that such Commitment, Loan, L/C Obligation or other obligation is in registered form underSection 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and suchLender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreementnotwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have noresponsibility for maintaining a Participant Register.(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (includingunder its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or othercentral banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any suchpledgee or assignee for such Lender as a party hereto.(f) Resignation By Bank of America as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank ofAmerica assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and theLenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successorL/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/CIssuer. If -115-Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters ofCredit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require theLenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of asuccessor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and(ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make otherarrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.10.07. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain theconfidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it beingunderstood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep suchInformation confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its RelatedParties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable lawsor regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder orunder any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderor thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or anyprospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant toSection 2.13(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be madeby reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Borrower, (h) on a confidential basis to(i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau orany similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities providedhereunder, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to theAdministrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. Forpurposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or anyof their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on anonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or anySubsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain theconfidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised thesame degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. -116-Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public informationconcerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-publicinformation and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and statesecurities Laws.10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliatesis hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general orspecial, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by suchLender, the L/C Issuer or any 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 ofthe Borrower and the other Loan Parties now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer,irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and althoughsuch obligations of the Borrower or Loan Parties may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer differentfrom the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise anysuch right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with theprovisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for thebenefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent astatement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights ofeach Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) thatsuch Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower or other relevant Loan Partyand the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of suchsetoff and application.10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paidunder the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If theAdministrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principalof the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by theAdministrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment thatis not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. -117-10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in differentcounterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the otherLoan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements andunderstandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shallhave been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bearthe signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronicimaging means shall be effective as delivery of an original executed counterpart of this Agreement.10.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or otherdocument delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Suchrepresentations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by theAdministrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledgeof any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shallremain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) theparties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect ofwhich comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to theextent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined ingood faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.10.13. Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) the Borrower is required to pay any additional amountto any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) any Lender is a Defaulting Lender, or (iv) anyLender has refused or failed, within a reasonable period of time (as determined by Administrative Agent in its reasonable discretion) from first receiving awritten request therefor from Administrative Agent, to provide its written approval of any amendment, consent or waiver in respect of any matter related tothis Agreement or the other Loan Documents requiring that all Lenders or all affected Lenders will have given written approval of such requested amendment,consent or waiver pursuant to Section 10.01 and in such instance Lenders sufficient to constitute Required Lenders have already provided such written -118-approval pursuant to Section 10.01, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, requiresuch Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreementand the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts suchassignment), provided that:(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);(b) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interestthereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) fromthe assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant toSection 3.01, such assignment will result in a reduction in such compensation or payments thereafter;(d) such assignment does not conflict with applicable Laws; and(e) in the case of an assignment resulting from a Lender refusing or failing to provide its written approval referenced in clause (iv) above, the applicableassignee shall have consented to the applicable amendment, waiver or consent.A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, thecircumstances entitling the Borrower to require such assignment and delegation cease to apply.10.14. Governing Law; Jurisdiction; Etc.(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATEOF NEW YORK.(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREESTHAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY,WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANYRELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THETRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEWYORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURTFROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE -119-JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BEHEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCHFEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDINGSHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNERPROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THEADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TOTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.(c) WAIVER OF VENUE. THE BORROWER AND EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OFVENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANYCOURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTIONOR PROCEEDING IN ANY SUCH COURT.(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FORNOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANYOTHER MANNER PERMITTED BY APPLICABLE LAW.10.15. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OFOR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENTOR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THEEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUALWAIVERS AND CERTIFICATIONS IN THIS SECTION. -120-10.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connectionwith any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees,and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent,the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respectiveAffiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the otherLoan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each otherLoan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the otherLoan Documents; (ii) (A) the Administrative Agent, each Joint Lead Arranger and each Lender is and has been acting solely as a principal and, except asexpressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any otherLoan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Lender or Joint Lead Arranger has anyobligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except thoseobligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers, the Lenders and theirrespective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties andtheir respective Affiliates, and neither the Administrative Agent nor any Lender or Joint Lead Arranger has any obligation to disclose any of such interests tothe Borrower, any other Loan Party or any of their respective Affiliates. Each of the Borrower and the other Loan Parties agrees that it will not claim that anyof the Administrative Agent, Joint Lead Arrangers or Lenders has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to theBorrower or such Loan Party, in connection with the transactions contemplated hereby or the process leading thereto.10.17. Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words oflike import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including withoutlimitation Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronicsignatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or thekeeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use ofa paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signaturesin Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the UniformElectronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation toagree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved byit.10.18. USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf ofany Lender) hereby -121-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“Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each LoanParty and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act.Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that theAdministrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-moneylaundering rules and regulations, including the Act.10.19. Multiparty Guaranty.(a) Multiparty Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as a guaranty of payment andperformance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration,demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations, whether for principal, interest, premiums, fees, indemnities,damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, arising hereunder or under any other Loan Document, any Secured CashManagement Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof andall costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof). Notwithstanding theforegoing, the liability of each Guarantor individually with respect to this Multiparty Guaranty shall be limited to an aggregate amount equal to the largestamount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparableprovisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Secured Obligations shall be admissible inevidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the SecuredObligations. This Multiparty Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or anyinstrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of anycollateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of theGuarantors, or any of them, under this Multiparty Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquirein any way relating to any or all of the foregoing.(b) Rights of Lenders. Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand,and without affecting the enforceability or continuing effectiveness hereof: (i) amend, extend, renew, compromise, discharge, accelerate or otherwise changethe time for payment or the terms of the Secured Obligations or any part thereof; (ii) take, hold, exchange, enforce, waive, release, fail to perfect, sell, orotherwise dispose of any security for the payment of this Multiparty Guaranty or any Secured Obligations; (iii) apply such security and direct the order ormanner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (iv) release or substitute one ormore of any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents -122-to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Multiparty Guaranty orwhich, but for this provision, might operate as a discharge of such Guarantor.(c) Certain Waivers. Each Guarantor waives (i) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor,or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower; (ii) any defense based on anyclaim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (iii) the benefit of any statute of limitations affecting anyGuarantor’s liability hereunder; (iv) any right to proceed against the Borrower, proceed against or exhaust any security for the Secured Obligations, or pursueany other remedy in the power of any Secured Party whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by anySecured Party; and (vi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Lawlimiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demandsfor payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands ofany kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Multiparty Guaranty or of the existence, creationor incurrence of new or additional Secured Obligations. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code.(d) Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independentof the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce thisMultiparty Guaranty whether or not the Borrower or any other person or entity is joined as a party.(e) Subrogation. No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to anypayments it makes under this Multiparty Guaranty until all of the Secured Obligations and any amounts payable under this Multiparty Guaranty have beenindefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of theforegoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reducethe amount of the Secured Obligations, whether matured or unmatured.(f) Termination; Reinstatement. This Multiparty Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existingand shall remain in full force and effect until the Facility Termination Date (whereupon the Guarantors’ obligations under this Multiparty Guaranty shallterminate, other than contingent indemnification obligations and subject to the following sentences). Notwithstanding the foregoing, this MultipartyGuaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, orany of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any partthereof is subsequently invalidated, declared to be fraudulent or preferential, -123-set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver orany other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff hadnot occurred and whether or not the Secured Parties are in possession of or have released this Multiparty Guaranty and regardless of any prior revocation,rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Multiparty Guaranty.(g) Stay of Acceleration. If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced byor against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointlyand severally, immediately upon demand by the Secured Parties.(h) Condition of Borrower. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining fromthe Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such otherguarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time,to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waivingany duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).(i) Appointment of Borrower. Each of the Guarantors hereby appoints the Borrower to act as its agent for all purposes of this Agreement and the otherLoan Documents and agrees that (i) the Borrower may execute such documents on behalf of such Guarantor as the Borrower deems appropriate in its solediscretion and each Guarantor shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication deliveredby the Administrative Agent or the Lender to the Borrower shall be deemed delivered to each Guarantor and (iii) the Administrative Agent or the Lendersmay accept, and be permitted to rely on, any document, instrument or agreement executed by the Borrower on behalf of each Guarantor.(j) Right of Contribution. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall havecontribution rights against the other Guarantors as permitted under applicable Law.(k) Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Multiparty Guaranty or the grant of the security interest under the LoanDocuments, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely,unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as maybe needed by such Specified Loan Party from time to time to honor all of its obligations under this Multiparty Guaranty and the other Loan Documents inrespect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering suchQualified ECP Guarantor’s obligations and undertakings under this Section 10.19(k) voidable under applicable law relating to fraudulent conveyance orfraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified -124-ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each QualifiedECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support,or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.10.20. Designation as Senior Debt. All Obligations shall be “Designated Senior Indebtedness” for purposes of, and as defined in, each of (i) that certainindenture dated as of June 12, 2009, between Equinix, as issuer, and U.S. Bank National Association, as trustee, and all supplemental indentures thereto, and(ii) any future subordinated indentures or similar instruments issued by any Loan Party after the Closing Date.10.21. Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other LoanDocument in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures theAdministrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. Theobligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documentsshall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with theapplicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by theAdministrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or suchLender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amountof the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the AgreementCurrency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, asthe case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agentor any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or toany other Person who may be entitled thereto under applicable law).10.22. Subordination. Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of anyother Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to theSubordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under the Multiparty Guaranty,to the indefeasible payment in full in cash of all Obligations. If the Administrative Agent on behalf of the Secured Parties so requests while a Default or Eventof Default has occurred and is continuing (any such request, a “Turnover Request”), any such obligation or indebtedness of any such other Loan Party to theSubordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceedsthereof shall be paid over to the Administrative Agent for the benefit of the Secured Parties on account of the Secured Obligations, but without reducing oraffecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so -125-long as no Default or Event of Default has occurred and is continuing and the Administrative Agent on behalf of the Secured Parties has not made a TurnoverRequest, the Loan Parties may make and receive payments with respect to intercompany obligations and Indebtedness; provided, that in the event that anyLoan Party receives any payment of any intercompany obligations and Indebtedness at a time when such payment is prohibited by this Section, suchpayment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to theAdministrative Agent.10.23. Parallel Debt (Dutch Collateral Documents). To grant the collateral security pursuant to the Collateral Documents governed by Dutch law tothe Administrative Agent, each Loan Party irrevocably and unconditionally undertakes (and to the extent necessary undertakes in advance (bij voorbaat)) topay to the Administrative Agent amounts equal to any amounts owing from time to time by such Loan Party to any Secured Party under any Loan Documentas and when those amounts are due. Each Loan Party and the Administrative Agent and the other Secured Parties acknowledge that the obligations of eachLoan Party under this Section 10.23 are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit oraffect, the corresponding obligations of that Loan Party to any Secured Party under this Agreement or any other Loan Document (its “Corresponding Debt”)nor shall the amounts for which each Loan Party is liable under this Section 10.23 (its “Parallel Debt”) be limited or affected in any way by its CorrespondingDebt provided that: (a) the Parallel Debt of each Loan Party shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or (in thecase of guarantee obligations) discharged; (b) the Corresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has beenirrevocably paid or (in the case of guarantee obligations) discharged; and (c) the amount of the Parallel Debt of each Loan Party shall at all times be equal tothe amount of its Corresponding Debt. For the purpose of this Section 10.23, the Administrative Agent acts in its own name and on behalf of itself and not asagent, representative or trustee of any other Secured Party, and its claims in respect of each Parallel Debt shall not be held in trust. The collateral securitygranted under the Dutch law Collateral Documents to the Administrative Agent to secure each Parallel Debt is granted to the Administrative Agent in itscapacity as sole creditor of each Parallel Debt. All monies received or recovered by the Administrative Agent pursuant to this Section 10.23, and all amountsreceived or recovered by the Administrative Agent from or by the enforcement of any collateral security granted to secure each Parallel Debt, shall be appliedin accordance with Section 8.03. Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23 orunder any other provision of the Loan Documents), each Loan Party acknowledges that: (x) nothing in this Section 10.23 shall impose any obligation on theAdministrative Agent to advance any sum to any Loan Party or otherwise under any Loan Document, except in its capacity as Lender or L/C Issuer, as thecase may be, pursuant to other terms of this Agreement; and (y) for the purpose of any vote taken under any Loan Document, the Administrative Agent shallnot be regarded as having any participation or commitment other than those which it has in its capacity as a Lender or L/C Issuer, as the case may be. For theavoidance of doubt: (i) the Parallel Debt of each Loan Party will become due and payable (opeisbaar) at the same time its Corresponding Debt becomes dueand payable; and (ii) without prejudice to this Section 10.23, a Loan Party may not repay or prepay its Parallel Debt unless directed to do so by theAdministrative Agent or the collateral security is enforced by the Administrative Agent. -126-10.24. Waiver of Certain Notices Under the Existing Credit Agreement. Immediately prior to giving effect to this Agreement, the ExistingAdministrative Agent and each Lender that is a “Lender” under and as defined in the Existing Credit Agreement hereby agree to waive the requirements setforth in (i) Sections 2.06(a) and (b) of the Existing Credit Agreement requiring the Borrower to provide an Optional Prepayment Notice (as defined in theExisting Credit Agreement) not less than three Business Days prior to the date of prepayment of Eurocurrency Rate Revolving Loans or Term Loans (each asdefined in the Existing Credit Agreement), respectively, and (b) Section 2.07 of the Existing Credit Agreement requiring the Borrower to provide an OptionalTermination/Reduction Notice (as defined in the Existing Credit Agreement) not less than five Business Days prior to the date of termination of theAggregate Revolving Commitments (as defined in the Existing Credit Agreement).[Rest of page intentionally left blank; signature pages follow.] -127-IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. BORROWER:EQUINIX, INC.By:/s/ Keith D. TaylorName:Keith D. TaylorTitle:Chief Financial OfficerGUARANTORS:EQUINIX LLCBy:/s/ Keith D. TaylorName:Keith D. TaylorTitle:Chief Financial OfficerSWITCH & DATA LLCBy:/s/ Keith D. TaylorName:Keith D. TaylorTitle:Chief Financial Officer[SIGNATURE PAGE TO CREDIT AGREEMENT]BANK OF AMERICA, N.A.,as Administrative AgentBy:/s/ Angela LarkinName:Angela LarkinTitle:Assistant Vice PresidentBANK OF AMERICA, N.A.,as Existing Administrative AgentBy:/s/ Angela LarkinName:Angela LarkinTitle:Assistant Vice President[SIGNATURE PAGE TO CREDIT AGREEMENT]BANK OF AMERICA, N.A.,as a Lender and L/C IssuerBy:/s/ Bassam WehbeName:Bassam WehbeTitle:Senior Vice President[SIGNATURE PAGE TO CREDIT AGREEMENT]JPMORGAN CHASE BANK, N.A.,as a LenderBy:/s/ Bruce S. BordenName:Bruce S. BordenTitle:Executive Director[SIGNATURE PAGE TO CREDIT AGREEMENT]TORONTO DOMINION (TEXAS) LLC,as a LenderBy:/s/ Masood FikreeName:Masood FikreeTitle:Authorized Signatory[SIGNATURE PAGE TO CREDIT AGREEMENT]BARCLAYS BANK PLC,as a LenderBy:/s/ Ronnie GlennName:Ronnie GlennTitle:Vice PresidentPhone:212 526 3987[SIGNATURE PAGE TO CREDIT AGREEMENT]CITIBANK, N.A.,as a LenderBy:/s/ Stuart DarbyName:Stuart DarbyTitle:Senior Vice President[SIGNATURE PAGE TO CREDIT AGREEMENT]ING BANK N.V., SINGAPORE BRANCH,as a LenderBy:/s/ Ranesh Verma /s/ S R SamiName:Ranesh VermaS R SamiTitle:Managing DirectorManaging DirectorHead of Telecoms, Media &Technology, Asia[SIGNATURE PAGE TO CREDIT AGREEMENT]ROYAL BANK OF CANADA,as a LenderBy:/s/ Scott JohnsonName:Scott JohnsonTitle:Authorized Signatory[SIGNATURE PAGE TO CREDIT AGREEMENT]GOLDMAN SACHS BANK USA,as a LenderBy:/s/ Rebecca KratzName:Rebecca KratzTitle:Authorized Signatory[SIGNATURE PAGE TO CREDIT AGREEMENT]HSBC BANK USA, NA,as a LenderBy:/s/ Adriana Collins Adriana D. CollinsName:Adriana CollinsVP, Sr Relationship ManagerTitle:Vice PresidentHSBC Bank USA, N.A.[SIGNATURE PAGE TO CREDIT AGREEMENT]MUFG UNION BANK, N.A.,as a LenderBy:/s/ Derek BeckerName:Derek BeckerTitle:Vice President[SIGNATURE PAGE TO CREDIT AGREEMENT]U.S. BANK NATIONAL ASSOCIATION,as a LenderBy:/s/ Richard J Ameny Jr.Name:Richard J Ameny Jr.Title:Vice President[SIGNATURE PAGE TO CREDIT AGREEMENT]SCHEDULE 1.01Existing Letters of Credit LC Number Beneficiary US Amount Issuance Date Expiry Currency3098777 MISSION WEST PROPERTIES $1,000,000.00 6/28/12 6/01/15 USD3098778 777 SINATRA DRIVE CO $7,800,000.00 6/28/12 3/06/15 USD3098851 WELLS FARGO BANK, N.A. $753,500.00 6/28/12 6/01/15 USD3100629 BANK OF AMERICA $308,451.60 6/28/12 10/01/15 AUD3100630 BANK OF AMERICA $559,985.25 6/28/12 10/01/15 AUD3102294 HARTZ MOUNTAIN ASSOC $1,000,000.00 6/28/12 4/15/15 USD3112895 METROPOLITAN LIFE INS Co $687,640.68 6/28/12 6/17/15 USD3113974 5851 WEST SIDE ASSOC $1,390,065.00 6/28/12 8/11/15 USD3116616 BANK OF AMERICA $49,234.78 6/28/12 3/28/15 EUR3118477 SOUTHERN CALIFORNIA $6,043,000.00 6/28/12 11/06/15 USD3126068 THE TRAVELERS INDEMNITY CO $568,400.00 10/02/12 7/01/15 USD3127674 BANK OF AMERICA $6,557,014.04 4/05/13 4/02/15 SGD3128369 CREDIT SUISSE $1,971,670.28 7/05/13 5/15/15 CHF3128841 BANK OF AMERICA $950,246.97 8/22/13 9/23/15 CAD3129230 BANK OF AMERICA $241,818.30 11/19/13 7/30/15 HKD3129538 BANK OF AMERICA $2,373,388.50 11/25/13 4/30/15 SGD3129246 BANK OF AMERICA $194,466.39 2/06/14 3/01/15 HKD3129247 BANK OF AMERICA $659,010.52 2/06/14 3/01/15 HKD3129248 BANK OF AMERICA $265,208.95 2/06/14 3/01/15 HKD3129249 BANK OF AMERICA $530,456.60 2/06/14 3/01/15 HKD3129250 BANK OF AMERICA $194,203.26 2/06/14 3/01/15 HKD68103551 BOARD OF SUPERVISORS $1,591,000.00 6/04/14 6/02/15 USD68107195 BANK OF AMERICA $1,517,901.63 10/16/14 5/30/18 AUD68105618 BANK OF AMERICA $1,735,069.90 10/24/14 9/29/15 HKD68106531 BANK OF AMERICA $1,932,590.67 10/27/14 5/30/18 AUDSCHEDULE 2.01COMMITMENTS AND APPLICABLE PERCENTAGES Lender RevolvingCommitment ($) ApplicablePercentage ofRevolvingCommitments (%) TermCommitment ($) ApplicablePercentage ofTermCommitments (%) Total ($) Bank of America, N.A. 133,333,333.33 13.333333333 66,666,666.67 13.333333334 200,000,000.00 JPMorgan Chase Bank, N.A. 133,333,333.33 13.333333333 66,666,666.67 13.333333333 200,000,000.00 Toronto Dominion (Texas) LLC 133,333,333.34 13.333333334 66,666,666.66 13.333333333 200,000,000.00 Barclays Bank PLC 100,000,000.00 10.000000000 50,000,000.00 10.000000000 150,000,000.00 Citibank, N.A. 100,000,000.00 10.000000000 50,000,000.00 10.000000000 150,000,000.00 ING Bank N.V., Singapore Branch 100,000,000.00 10.000000000 50,000,000.00 10.000000000 150,000,000.00 Royal Bank of Canada 100,000,000.00 10.000000000 50,000,000.00 10.000000000 150,000,000.00 Goldman Sachs Bank USA 50,000,000.00 5.000000000 25,000,000.00 5.000000000 75,000,000.00 HSBC Bank USA, NA 50,000,000.00 5.000000000 25,000,000.00 5.000000000 75,000,000.00 MUFG Union Bank, N.A. 50,000,000.00 5.000000000 25,000,000.00 5.000000000 75,000,000.00 U.S. Bank National Association 50,000,000.00 5.000000000 25,000,000.00 5.000000000 75,000,000.00 Total$1,000,000,000.00 100.000000000% $500,000,000.00 100.000000000% 1,500,000,000.00 SCHEDULE 5.13SUBSIDIARIES; OTHER EQUITY INVESTMENTSPart (a) Entity OwnershipAMERICAS Equinix LLC* Wholly owned by Equinix, Inc.Equinix Pacific LLC* Wholly owned by Equinix, Inc.Equinix South America Holdings, LLC* Wholly owned by Equinix, Inc.Equinix RP II LLC* Wholly owned by Equinix LLCEquinix (US) Enterprises, Inc.* Wholly owned by Equinix LLCCHI 3, LLC* Wholly owned by Equinix LLCCHI 3 Procurement, LLC* Wholly owned by Equinix LLCNY 3, LLC* Wholly owned by Equinix, Inc.SV1, LLC* Wholly owned by Equinix LLCLA4, LLC* Wholly owned by Equinix LLCSwitch & Data LLC* Wholly owned by Equinix, LLCSwitch & Data Facilities Company LLC* Wholly owned by Switch & Data LLCSwitch and Data Operating Company LLC* Wholly owned by Switch & Data LLCEquinix Operating Co LLC* Wholly owned by Switch & Data LLCEquinix Canada Ltd. Wholly owned by Equinix, Inc.Equinix (Canada) Enterprises Ltd. Wholly owned by Equinix Canada Ltd.Switch and Data CA Nine LLC* Wholly owned by Equinix, Inc.Switch & Data MA One LLC* Wholly owned by Switch & Data Facilities Company LLCSwitch And Data NJ Two LLC* Wholly owned by Equinix, Inc.NY2 Hartz Way, LLC* Wholly owned by Equinix, Inc.Switch & Data/NY Facilities Company, LLC* Wholly owned by Switch and Data Operating Company LLCSwitch and Data VA Four LLC* Wholly owned by Switch and Data Operating Company LLCSwitch & Data WA One LLC* Wholly owned by Equinx, Inc.Equinix Do Brasil Participacoes Ltda. 100% owned by Equinix South America Holdings, LLCAlog Soluções de Tecnologia em Informática S.A. 52.46% owned by Equinix South America Holdings, LLC and 47.54%owned by Equinix Do Brasil Participacoes Ltda.Alog-03 Soluções de Tecnologia em Informática Ltda. 100% by Alog Soluções de Tecnologia em Informática S.A.ASIA PACIFIC Equinix Hong Kong Ltd Wholly owned by Equinix Pacific LLCEquinix Japan K.K. Wholly owned by Equinix Pacific LLCEquinix (Japan) Enterprises K.K. Wholly owned by Japan K.K.Equinix Australia Pty Ltd Wholly owned by Equinix Hong Kong LtdEquinix Asia Pacific Pte Ltd Wholly owned by Equinix Pacific LLCEquinix Singapore Holdings Pte Ltd Wholly owned by Equinix Asia Pacific Pte LtdEntity OwnershipEquinix Singapore Pte Ltd Wholly owned by Equinix Singapore Holdings Pte LtdEquinix Information Technologies Hong Kong Limited Wholly owned by Equinix Hong Kong LtdEquinix Information Technology (Shanghai) Co Ltd. Wholly owned by Equinix Hong Kong LtdEquinix YP Information Technology (Shanghai) Co Ltd. Wholly owned by Equinix Hong Kong LtdEMEA EQIX (Global Holdings) C.V. Over 99.5% owned by Equinix, Inc.Less than 0.5% owned by NY 3, LLCEquinix (Luxembourg) Holdings S.à r.l. Wholly owned by EQIX (Global Holdings) C.V.Equinix (EMEA) B.V. Wholly owned by EQIX (Global Holdings) C.V.Equinix (Luxembourg) Investments S.à r.l. Wholly owned by Equinix (Luxembourg) Holdings S.à r.l.Equinix Europe Ltd Wholly owned by Equinix (Luxembourg) Investments S.à r.l.Equinix Group Ltd Wholly owned by Equinix Europe LtdEquinix (UK) Ltd Wholly owned by Equinix Europe LtdEquinix (UK) Enterprises Ltd Wholly owned by Equinix (UK) LtdEquinix (Services) Ltd Wholly owned by Equinix Europe LtdEquinix (Netherlands) Holdings BV Wholly owned by Equinix Europe LtdEquinix (London) LTD. Wholly owned by Equinix (Netherlands) Holdings BVEquinix Middle East FZ-LLC Wholly owned by Equinix (Netherlands) Holdings BVEquinix (Real Estate) B.V. Wholly owned by Equinix (Netherlands) Holdings BVEquinix Netherlands BV Wholly owned by Equinix (Netherlands) Holdings BVEquinix (Netherlands) Enterprises BV Wholly owned by Equinix Netherlands BVVirtu Secure Webservices B.V. Wholly owned by Equinix Netherlands BVEquinix (Real Estate) GmbH 94% owned by Equinix (Netherlands) Holdings BV 6% owned by EQIX(Global Holdings) C.V.Upminster GmbH 94% owned by Equinix (Netherlands) Holdings BV 6% owned by EQIX(Global Holdings) C.V.Equinix (Germany) GmbH Wholly owned by Upminster GmbHancotel HK Ltd Wholly owned by Equinix (Germany) GmbHancotel UK Ltd Wholly owned by Equinix (Germany) GmbHEquinix (Germany) Enterprises GmbH Wholly owned by Equinix (Germany) GmbHEquinix (Switzerland) GmbH Wholly owned by Equinix (Netherlands) Holdings BVEquinix (Switzerland) Enterprises GmbH Wholly owned by Equinix (Switzerland) GmbHEquinix (France) SAS Wholly owned by Equinix Europe Ltd.Equinix (France) Enterprises SAS Wholly owned by Equinix (France) SASEquinix Italia S.r.l. Wholly owned by Equinix Europe LtdEquinix Corporation Ltd Wholly owned by Equinix Europe LtdEquinix Investments Ltd Wholly owned by Equinix Corporation LtdInterconnect Exchange Europe SL Wholly owned by Equinix Investments Ltd *Denotes Domestic SubsidiaryPart (b)Moran Road Partners, LLC is 25% owned by Equinix LLC.SCHEDULE 6.16UNRESTRICTED SUBSIDIARIESNone.SCHEDULE 6.17Certain Post Closing MattersEQIX (GLOBAL HOLDINGS) C.V. (“Equinix Netherlands”),(Kingdom of the Netherlands) (i)Deed of Pledge of Partnership Interests among the Administrative Agent, Equinix, Equinix Netherlands and, to the extent that the AdministrativeAgent and the Borrower mutually determine that NY 3, LLC, a Delaware limited liability company (“NY 3”), may pledge its partnership interestin Equinix Netherlands without such pledge being reasonably expected to result in adverse tax consequences to Equinix, NY 3. (ii)Written consents from the partners or managers of Equinix Netherlands. (iii)Resolutions of the board of directors or managers of Equinix and, if applicable NY 3, authorizing each entity to enter into the partnership interestpledges and all related or ancillary documents. (iv)Official register of Equinix Netherlands, reflecting exact number of outstanding partnership interests, and other evidence of registration orrecordation of the partnership interest pledges. (v)Legal Opinions with respect to the partnership interest pledges.EQUINIX CANADA LTD.,(Province of Ontario, Canada) (i)Original share certificates (and any other documents of title) for all pledged shares. (ii)Undated instruments of transfer or stock powers in respect of the pledged shares executed in blank.NY 3 (i)To the extent that the Administrative Agent and the Borrower mutually determine that a percentage of Equinix’s Equity Interests in NY 3 may bepledged pursuant to the Pledge and Security Agreement without such pledge being reasonably expected to result in adverse tax consequences toEquinix, a supplement to the Pledge and Security Agreement to include in the Collateral such percentage of Equity Interests in NY 3.Notwithstanding the foregoing, Equinix shall not in any event be required to provide both a pledge by NY 3 of its partnership interest in EquinixNetherlands and a pledge of Equity Interests in NY 3.SCHEDULE 7.01EXISTING LIENSA mortgage held by Allianz Lebensversicherungs-AG, Stuttgard given by Equinix (Real Estate) GmbH on an internet data center in Frankfurt, Germanysecuring a mortgage loan with an aggregate principal amount outstanding of approximately $39,052,000 (as of September 30, 2014). The mortgage wastransferred to Equinix (Real Estate) GmbH in connection with its purchase of the internet data center located at Kleyerstr. 88, 90, Frankfurt, Germany inOctober 2013. The mortgage loan is further secured by an assignment by Equinix, Inc. of a time deposit account in the amount of 6,000,000 Euro held atDeutsche Bank AG Frankfurt.SCHEDULE 10.02ADMINISTRATIVE AGENT’S OFFICE;CERTAIN ADDRESSES FOR NOTICESBORROWERAND EACH OTHER LOAN PARTY:Care of:Equinix, Inc.One Lagoon Drive, 4th FloorRedwood City, CA 94065Attention: Chief Financial OfficerTelephone: (650) 598-6000Telecopier: (650) 598-6900Electronic Mail: ktaylor@equinix.comWebsite Address: www.equinix.comU.S. Taxpayer Identification Number: 77-0487526with a copy to:Equinix, Inc.One Lagoon Drive, 4th FloorRedwood City, CA 94065Attention: General CounselTelephone: (650) 598-6000Facsimile: (650) 598-6900U.S. Taxpayer Identification Number:Equinix, Inc.: 77-0487526Equinix LLC: 77-0559468Switch & Data LLC: 59-3641081ADMINISTRATIVE AGENT:Administrative Agent’s Office(for payments and Requests for Credit Extensions):Mary PorterMail Code: TX 1-492-14-14BANK OF AMERICA PLAZA901 MAIN STDALLAS, TX, 75202-3714Phone: 972.338.3808Fax: 214.290.9674E-mail: mary.h.porter@baml.comABA # 026009593Account # 1292000883Account Name: Corporate Credit ServicesRef: EquinixWire Instructions:(for US Dollars)Bank of America, N.A.New York, NYABA #: 026-009-593Acct.#: 1292000883Attn: Corporate Credit ServicesRef: Equinix, Inc.(for alternative currencies see attached Foreign Exchange Currency Settlement Instructions)BANK OF AMERICA GFX OPERATIONSFOREIGN EXCHANGE CURRENCY SETTLEMENT INSTRUCTIONSPLEASE ENSURE ALL FUNDS ARE PAID IN FAVOUR OF BANK OF AMERICA NA - BOFAUS6S, QUOTING OUR ACCOUNT NUMBERPLEASE INCLUDE A REFERENCE TO “EQUINIX, INC.” CODE COUNTRY CCY CORRESPONDENTBANK LOCATION SWIFT ID ACCOUNT Number,IBAN orNATIONAL ID NumberAUD Australia Dollar Bank of America NA Sydney BOFAAUSX 520190661017Nat’l ID BSB 232001CAD Canada Dollar Bank of America Canada Toronto BOFACATT 711465003220Bank ID 024156792CHF Switzerland Franc UBS AG Zurich UBSWCHZH80A CH90 0023 0230 0797 0300 AEUR EURO Euro Bank of America NA London BOFAGB22 GB80BOFA16505065280019GBP England Pound Bank of America NA London BOFAGB22 65280027Sort code 16-50-50HKD Hong Kong Dollar Bank of America NA Hong Kong BOFAHKHX 605590661013JPY Japan Yen Bank of America Tokyo BOFAJPJX 606490661046SGD Singapore Dollar Bank of America NA Singapore BOFASG2X 621290661054Nat’l ID 7065212Other Notices as Administrative Agent:(including financial reporting requirements and bank group communications)Angela Larkin135 S. LaSalle St.Chicago, IL 60603Mailcode: IL4-135-09-61312.828.3882 phone877.206.8409 faxangela.larkin@baml.comL/C ISSUER:Bank of America, N.A.Trade Operations1 Fleet WayMail Code: PA6-580-02-30Scranton, PA 18507Attention: Al MalaveTelephone: 570.330.4212Facsimile: 570.330.4186Electronic Mail: alfonso.malave@baml.comEXHIBIT AFORM OF LOAN NOTICEDate: , To: Bank of America, N.A., as Administrative AgentLadies and Gentlemen:Reference is made to that certain Credit Agreement, dated as of December 17, 2014 (as amended, restated, extended, supplemented or otherwisemodified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Equinix, Inc., as borrower (the“Borrower”), the Guarantors from time to time party thereto, the Lenders and other parties from time to time party thereto, and Bank of America, N.A., asAdministrative Agent. Theundersigned hereby requests (select one): ¨A Borrowing of [Revolving][Term] Loans ¨A [conversion] or [continuation] of [Revolving][Term] Loans 1.On (a Business Day). 2.In the amount of . 3.Comprised of . [Type of Loan requested] 4.In the following currency: . 5.For Eurocurrency Rate Loans: with an Interest Period of months.The [Revolving/Term] Borrowing, if any, requested herein complies with Sections 2.01 and 2.02 of the Agreement.[Signature page follows.]EQUINIX, INC.,as BorrowerBy: Name: Title: EXHIBIT BFORM OF REVOLVING NOTE $[ ][ ], 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance withthe provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrowerunder that certain Credit Agreement, dated as of December 17, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing fromtime to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Guarantors from time to time partythereto, the Lenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent.The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender from the date of such RevolvingLoan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interestshall be made to the Administrative Agent for the account of the Lender in the currency in which such Revolving Loan was denominated and in immediatelyavailable funds at the Administrative Agent’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bearinterest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annumrate set forth in the Agreement.This Revolving Note is one of the Revolving Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or inpart subject to the terms and conditions provided therein. This Revolving Note is also entitled to the benefits of the Multiparty Guaranty and the CollateralDocuments. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid onthis Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by theLender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attachschedules to this Revolving Note and endorse thereon the date, amount, currency and maturity of its Revolving Loans and payments with respect thereto.The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonorand non-payment of this Revolving Note.[Signatures follow]THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EQUINIX, INC.By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type ofLoan Made Currency andAmount ofLoan Made End ofInterestPeriod Amount ofPrincipal orInterestPaid ThisDate OutstandingPrincipalBalanceThis Date NotationMade By EXHIBIT CFORM OF TERM NOTE $[ ][ ], 20 FOR VALUE RECEIVED, the undersigned ( the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance withthe provisions of the Agreement (as hereinafter defined), the principal amount of the Term Loan made by the Lender to the Borrower under that certain CreditAgreement, dated as of December 17, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the“Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Guarantors from time to time party thereto, theLenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent.The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Term Loan untilsuch principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall bemade to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amountis not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actualpayment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subjectto the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Multiparty Guaranty and the Collateral Documents. Uponthe occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Noteshall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term Loan made by the Lender shall beevidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to thisTerm Note and endorse thereon the date, amount and maturity of its Term Loan and payments with respect thereto.The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonorand non-payment of this Term Note.[Signatures follow]THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EQUINIX, INC.By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type ofLoan Made Amount ofLoan Made End ofInterestPeriod Amount ofPrincipal orInterestPaid ThisDate OutstandingPrincipalBalanceThis Date NotationMade By EXHIBIT DFORM OF COMPLIANCE CERTIFICATEFinancial Statement Date: ,To: Bank of America, N.A., as Administrative AgentLadies and Gentlemen:Reference is made to that certain Credit Agreement, dated as of December 17, 2014 (as amended, restated, extended, supplemented or otherwisemodified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Equinix, Inc., as borrower (the“Borrower” or “Equinix”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, the L/C Issuer, and Bank of America,N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.The undersigned hereby certifies as of the date hereof that he/she is a Responsible Officer of the Borrower, and that, as such, he/she is authorized toexecute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:[Use following paragraph 1 for fiscal year-end financial statements]1. The Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of theBorrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.[Use following paragraph 1 for fiscal quarter-end financial statements]1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of theBorrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower andits Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/hersupervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by suchfinancial statements.3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view todetermining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and[select one:][to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the LoanDocuments applicable to it, and no Default has occurred and is continuing.]—or—[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and thefollowing is a list of each such Default and its nature and status:]4. [Except as specifically set forth below,][T]he representations and warranties of the Borrower and the Guarantors contained in ARTICLE V of theAgreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection withthe Loan Documents, are true and correct in all material respects on and as of the date hereof, except (i) for representations and warranties which are qualifiedby the inclusion of a materiality standard, which representations and warranties are true and correct in all respects, and (ii) to the extent that suchrepresentations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, andexcept that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of theAgreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement,including the statements in connection with which this Compliance Certificate is delivered.[Exceptions to the representations and warranties of the Loan Parties are as follows: [provide description of specific exceptions] ]5. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of thisCompliance Certificate.6. The total amount of Net Loan Party Accounts Receivable as of , 20 (the “A/R Measurement Date”) is $ . Such amountconstitutes at least 90% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompany eliminations and excluding Real PropertyLease Accounts)[, except for accounts receivable owned by [ ], which is a Person constituting a Material Domestic Subsidiary solely a result of ithaving been acquired through an Acquisition occurring after the Closing Date but no earlier than nine months prior to the A/R Measurement Date.]1 TheLoan Parties are in compliance with Section 6.14 of the Agreement.7. Each Loan Party’s portion of the total amount of Net Loan Party Accounts Receivable as of the A/R Measurement Date is as follows: (a) forEquinix, $ , (b) for OpCo, $ , (c) for Switch & Data LLC, $ , [and] [and (d) for [other Loan Party], $ , etc.]. The following Persons areMaterial Domestic Subsidiaries: . 1 Include bracketed text, if necessary. 8. Since the Closing Date, no Loan Party has changed its legal name, jurisdiction of organization, organization type, organizationalidentification number, taxpayer identification number, principal place of business or chief executive office[, except as previously disclosed to (and, ifapplicable, as authorized by) the Administrative Agent in writing on pursuant to the Loan Documents].9. Attached hereto are the following updated Schedules to the Pledge and Security Agreement (if applicable) (capitalized terms used in thisSection 9 and not otherwise defined in the Agreement have the meanings set forth in the Pledge and Security Agreement): • Instruments included in the Collateral with an outstanding or stated amount, individually, in excess of $1,000,000 or, in the aggregate, in excessof $10,000,000?Yes (include updated Schedule V)No • Chattel Paper included in the Collateral with an outstanding or stated amount, individually, in excess of $1,000,000 or in the aggregate in excessof $10,000,000?Yes (include updated Schedule V)No • New or additional certificates or instruments representing Pledged Equity (i.e., Equity Interests issued by the Guarantors, any other PledgedDomestic Subsidiaries or the Pledged Foreign Subsidiaries (including any Foreign Subsidiary Holdcos))?Yes (include updated Schedule I or II, as applicable)No • Letters of credit evidencing Letter-of-Credit Rights included in the Collateral with an outstanding or stated amount, individually, in excess of$1,000,000 or in the aggregate in excess of $10,000,000?Yes (include updated Schedule V)No • One or more contracts with any Government Account Debtor under which such Government Account Debtor, as account debtor, owes (as of thelast day of the fiscal quarter covered by this Compliance Certificate) a monetary obligation to any Loan Party under any Accounts constitutingMaterial Accounts (i.e., 5% of net domestic accounts receivable of the Loan Parties (after intercompany eliminations and excluding RealProperty Lease Accounts))?Yes (include updated Schedule IV)No Delivery of an executed counterpart of a signature page of this Compliance Certificate by fax transmission or other electronic mail transmission (e.g.“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Compliance Certificate.[Remainder of page intentionally left blank]IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of , . EQUINIX, INC.By: Name: Title: For the Quarter/Year ended (“Statement Date”)SCHEDULE 1to the Compliance CertificateFollowing are the calculations of the Borrower’s financial covenants. Unless otherwise defined, all items shall be calculated in accordance with GAAP,consistently applied from one period to the next. In the event of a conflict between the Agreement and this Schedule, the terms of the Agreement shallgovern.A. Section 7.11(a) – CONSOLIDATED FIXED CHARGE COVERAGE RATIO A.1.Consolidated Net Income (previous 2 fiscal quarters ending on Statement Date)2$ A.2.Equinix’s consolidated interest expense (previous 2 fiscal quarters ending on Statement Date; to the extent deducted in calculatingLine A.1)$ A.3.Equinix’s consolidated income tax expense (previous 2 fiscal quarters ending on Statement Date; to the extent deducted in calculatingLine A.1)$ A.4.Equinix’s consolidated depreciation expense (previous 2 fiscal quarters ending on Statement Date; to the extent deducted incalculating Line A.1)$ 2 FOOTNOTE REGARDING CERTAIN EXPENSE ITEMS: For purposes of calculating Consolidated EBITDAR, Consolidated Net Income shall bedetermined without deduction for any of the following items: (a) noncash expenses, charges and losses (including the write-down of any unamortizedtransaction costs, fees, original issue or underwriting discounts and expenses as a result of the redemption, refinancing, refunding, prepayment orexchange of, or modification to the terms of, any Indebtedness, to the extent not prohibited by the Agreement) not to exceed $100,000,000 in theaggregate in any fiscal year of Equinix, (b) one-time costs, fees, original issue or underwriting discounts, premiums, expenses, charges and lossesincurred in connection with any actual or proposed (1) issuance of Indebtedness or Equity Securities, (2) redemptions, refinancings, refundings,prepayments or exchanges of, or modifications to the terms of, any Indebtedness, (3) restructurings of or modifications to any operating leases,(4) Acquisitions, (5) Investments or (6) Dispositions, in each case to the extent not prohibited by the Agreement (including, for the avoidance of doubt,the issuance by Equinix of the 5.375% Senior Notes Due 2022 and the 5.750% Senior Notes Due 2025, the redemption of the 7.00% Senior Notes Due2021 and the entry by Equinix into this Agreement and the other Loan Documents), (c) ongoing expenses relating to the maintenance of Equinix’sstatus as a REIT and compliance with REIT rules and regulations, and (d) costs and expenses of Equinix and its Subsidiaries associated with the REITConversion (including, without limitation, planning and advisory costs related to the foregoing) but only to the extent such costs and expenses do notexceed $200,000,000 in the aggregate. Attached as Schedule 1-A hereto is a detailed calculation of such Consolidated Net Income showing anaccounting of the foregoing expense items (described in clauses (a) through (d), inclusive), if any, as part of such Consolidated Net Income amount.A.5.Equinix’s consolidated amortization expense (previous 2 fiscal quarters ending on Statement Date; to the extent deducted incalculating Line A.1)$ A.6.Equinix’s consolidated non-cash stock based compensation expense (previous 2 fiscal quarters ending on Statement Date; to theextent deducted in calculating Line A.1)$ A.7.Equinix’s consolidated rent expense (previous 2 fiscal quarters ending on Statement Date; to the extent deducted in calculating LineA.1)$ A.8.Consolidated EBITDAR (the sum of Lines A.1 through A.7, multiplied by 2)3$ A.9.Equinix’s consolidated current maturity of long-term debt for next 12 months (but excluding (i) any Convertible Subordinated Notes,(ii) the current portion of the Revolving Facility, (iii) the final installment of the Term Loans and (iv) the 4.875% Senior Notes Due2020)$ A.10.Equinix’s consolidated principal portion of the current maturity of capital lease obligations for next 12 months$ A.11.Line A.2 multiplied by 2 (consolidated interest expense, annualized)$ A.12.Line A.7 multiplied by 2 (consolidated rent expense, annualized)$ A.13.Consolidated Fixed Charges (sum of Lines A.9 through A.12)$ A.14.Consolidated Fixed Charge Coverage Ratio (Line A.8 divided by Line A.13) :1.00 3 FOOTNOTE REGARDING PERMITTED ACQUISITIONS: For purposes of calculating Consolidated EBITDAR for any period in which aPermitted Acquisition has been consummated, Consolidated EBITDAR shall be adjusted to include (a) the historical EBITDAR of the Person acquiredin such Permitted Acquisition for the applicable Measurement Period on a pro forma basis as if such Permitted Acquisition had been consummated onthe first day of the applicable Measurement Period, as the EBITDAR of such acquired Person is reflected in its historical audited financial statementsfor the most recently ended fiscal year, and management prepared unaudited statements for any periods following the end of such fiscal year, and(b) expected cost savings (without duplication of actual cost savings or other charges or expenses that are otherwise added back in calculatingConsolidated EBITDAR) and synergies to the extent (x) such cost savings and synergies would be permitted to be reflected in pro forma financialinformation complying with the requirements of GAAP and Article 11 of Regulation S-X under the Securities Act of 1933, or (y) such cost savings orsynergies are factually supportable and have been realized or are reasonably expected to be realized within 365 days following such PermittedAcquisition; provided that the aggregate amount of cost savings and synergies added pursuant to this clause (y) shall not exceed fifteen percent(15%) of Consolidated EBITDAR (calculated before giving effect to this clause (y)) in the aggregate for the Measurement Period. In the event that thereare only unaudited financial statements or no financial statements available for such acquired Person, then the pro forma adjustments described inclause (a) above shall be made based on such unaudited financial statements or reasonable estimates as may be agreed between the Borrower and theAdministrative Agent. [If applicable: Attached as Schedule 1-B hereto is additional detail regarding [the pro forma adjustments under clause (a) above][,] [and] [the cost savings or synergies under clause (b)(x) above, together with a certificate of a Responsible Officer certifying that such cost savingsand synergies meet the requirements set forth in such clause] [and] [the cost savings or synergies under clause (b)(y) above, together with a certificate ofa Responsible Officer certifying that such cost savings and synergies meet the requirements set forth in such clause] to Consolidated EBITDAR inconnection with the following Permitted Acquisition: , which was consummated on .]B. Section 7.11(b) and “Applicable Margin” – CONSOLIDATED NET LEASE ADJUSTED LEVERAGE RATIO B.1.Consolidated Funded Indebtedness at Statement Date4$ B.2.Line A.12 (consolidated rent expense for previous 2 fiscal quarters ending on Statement Date, annualized)$ B.3.Line B.2 multiplied by 6$ B.4.The amount of unencumbered (other than by Liens permitted under clauses (a), (c) and (g) of Section 7.01 of the Agreement) andunrestricted cash, cash equivalents, freely tradable and liquid short term-investments, and freely tradable and liquid long-terminvestments of Equinix and its Subsidiaries at Statement Date$ B.5.Consolidated Net Lease Adjusted Indebtedness at Statement Date (Line B.1 plus Line B.3, then minus Line B.4)$ B.6.Consolidated EBITDAR (Line A.8)$ B.7.Consolidated Net Lease Adjusted Leverage Ratio (Line B.5 divided by Line B.6) :1.00 4 FOOTNOTE REGARDING REDEMPTION OF CERTAIN DEBT SECURITIES: “Consolidated Funded Indebtedness” shall not include, as of anydate of determination, the outstanding principal amount of any debt securities to the extent that, as of such date, Equinix shall have delivered (or theindenture trustee under the applicable indenture shall have delivered on Equinix’s behalf) to the holders of such debt securities an irrevocable noticeof redemption with respect to all of such debt securities and shall have deposited funds with the indenture trustee or into an escrow account in anamount required to effect such redemption, unless any portion of such debt securities shall not in fact be redeemed within 35 days of such notice ofredemption and deposit of funds.Schedule 1-AConsolidated Net Income DetailSchedule 1-BPermitted Acquisition - [Pro Form Adjustments] [and] [Cost Savings and Synergies]5 5 If cost savings and synergies are included, to be accompanied by a certificate of a Responsible Officer certifying that such cost savings and synergiesmeet the requirements in clause (b)(x) or clause (b)(y), as applicable, in the definition of Consolidated EBITDAR.EXHIBIT EFORM OF JOINDER AGREEMENTTHIS JOINDER AGREEMENT (this “Agreement”), dated as of [ , ], is by and among [ , a ] (the “Subsidiary Guarantor”),Equinix, Inc., a Delaware corporation (the “Borrower”), and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the“Administrative Agent”) under that certain Credit Agreement, dated as of December 17, 2014 (as amended, modified, extended, restated, replaced, orsupplemented from time to time, the “Credit Agreement”), by and among the Borrower, the Guarantors (as defined therein), the Lenders (as defined therein),the Administrative Agent and other parties thereto. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the CreditAgreement.[The Subsidiary Guarantor is a Material Domestic Subsidiary, and, consequently, the Loan Parties are required by] [The Loan Parties have electedpursuant to]1 Section 6.14 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder.Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Secured Parties:1. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will bedeemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed theCredit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditionscontained in the applicable Loan Documents, including, without limitation (a) all of the representations and warranties set forth in Article V of the CreditAgreement and (b) all of the affirmative and negative covenants set forth in Articles VI and VII of the Credit Agreement. Without limiting the generality ofthe foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the promptpayment of the Secured Obligations in accordance with Section 10.19 of the Credit Agreement.2. Each of the Subsidiary Guarantor and the Borrower hereby confirms that, after giving effect to the information shown on Schedule A, all of therepresentations and warranties contained in Article V of the Loan Agreement and each other Loan Document, (a) as applied to the Subsidiary Guarantor, aretrue and correct as of the date hereof, and (b) as applied to the other Loan Parties, [except as specifically set forth on Schedule B hereto,] are true and correctin all material respects on and as of the date hereof, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard,which representations and warranties are true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to anearlier date, in which case they are true and correct in all material respects as of such earlier date. 1 Choose correct option, depending on circumstances underlying the execution and delivery of this Agreement.3. The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will bedeemed to be a party to the Pledge and Security Agreement, and shall have all the rights and obligations of a “Grantor” (as such term is defined in the Pledgeand Security Agreement) thereunder as if it had executed the Pledge and Security Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof,and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge and Security Agreement. Without limiting the generality of theforegoing terms of this Paragraph 3, the Subsidiary Guarantor, to secure the prompt payment and performance in full when due, whether by lapse of time,acceleration, mandatory prepayment or otherwise, of such Secured Obligations of the Subsidiary Guarantor, hereby grants to the Administrative Agent (asdefined in the Pledge and Security Agreement), for the benefit of the Secured Parties, a continuing security interest in any and all right, title and interest ofthe Subsidiary Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement), whether now owned or existing or owned,acquired or existing hereafter.4. The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto andeach Collateral Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Collateral Documentsare hereby supplemented (to the extent permitted under the Credit Agreement or Collateral Documents) to reflect the information shown on the attachedSchedule A.5. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force andeffect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in theCredit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document.6. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the AdministrativeAgent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with theterms and conditions of the Credit Agreement in order to effect the purposes of this Agreement.7. This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of whichshall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one suchcounterpart. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or“tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, to the extent a manually executedcounterpart is not specifically required to be delivered, upon the request of any party, such fax transmission or electronic mail transmission shall be promptlyfollowed by such manually executed counterpart.8. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 10.14and 10.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.[Remainder of page intentionally left blank]IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer,and the Administrative Agent, for the benefit of the Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year firstabove written. SUBSIDIARY GUARANTOR:[SUBSIDIARY GUARANTOR]By: Name: Title: BORROWER:EQUINIX, INC.,By: Name: Title: Acknowledged, accepted and agreed:BANK OF AMERICA, N.A., as Administrative AgentBy: Name: Title: Schedule ASchedules to Credit Agreement and Collateral Documents[TO BE COMPLETED BY BORROWER]EXHIBIT FFORM OF PLEDGE AND SECURITY AGREEMENTTHIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 17, 2014 among EQUINIX, INC., a Delawarecorporation (“Equinix” or the “Borrower”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may becomeGrantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OFAMERICA, N.A., in its capacity as administrative agent and collateral agent for the Secured Parties (in such capacity, the “Administrative Agent”).RECITALSWHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, modified, extended, restated, renewed, replaced, orsupplemented from time to time, the “Credit Agreement”) among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent, theLenders have agreed to make Loans and participate in Letters of Credit issued by the L/C Issuer, all upon the terms and subject to the conditions set forththerein; andWHEREAS, this Agreement is required by the terms of the Credit Agreement.NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:1. Definitions.(a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. Withreference to this Agreement, unless otherwise specified herein: (i) the definitions of terms herein shall apply equally to the singular and plural forms of theterms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (iii) the words“include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iv) the word “will” shall be construed to have thesame meaning and effect as the word “shall”, (v) any definition of, or reference to, any agreement, instrument or other document herein shall be construed asreferring to such agreement, instrument or other document, as from time to time amended, supplemented or otherwise modified (subject to any restrictions onsuch amendments, supplements or modifications set forth herein), (vi) any reference herein to any Person shall be construed to include such Person’spermitted successors and assigns, (vii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to thisAgreement in its entirety and not to any particular provision hereof, (viii) all references herein to Sections, Exhibits and Schedules shall be construed to referto Sections of, and Exhibits and Schedules to, this Agreement, (ix) the words “asset” and “property” shall be construed to have the same meaning and effectand to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (x) the term “documents”includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether inphysical orelectronic form, (xi) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” thewords “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”, (xii) Section headings herein are included forconvenience of reference only and shall not affect the interpretation of this Agreement and (xiii) where the context requires, terms relating to the Collateral orany part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.(b) The following terms, to the extent used herein, shall have the meanings set forth in the UCC (defined below): Accession, Account, AccountDebtor, Adverse Claim, As-Extracted Collateral, Certificated Security, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document,Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment CompanySecurity, Investment Property, Letter-of-Credit Right, Manufactured Home, Payment Intangible, Proceeds, Securities Account, Securities Intermediary,Security, Software, Supporting Obligation and Tangible Chattel Paper.(c) In addition, the following terms shall have the meanings set forth below:“Aggregate Threshold Amount” means $10,000,000.“Assignment of Claims Act” means the Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C. Section 3727),including all amendments thereto and regulations promulgated thereunder.“CFC” means a “controlled foreign corporation” under Section 957 of the Code.“Collateral” has the meaning provided in Section 2 hereof.“Control” means the manner in which “control” is achieved under the UCC with respect to any Collateral for which the UCC specifies a method ofachieving “control”.“Dissolving Entities” has the meaning provided in Section 4(i) hereof.“Excluded Equity” means (a) any Equity Interests in excess of 66% of the outstanding Voting Equity Interests of any Subsidiary that is a (i) ForeignSubsidiary Holdco, (ii) CFC or (iii) Foreign Subsidiary that is a “disregarded entity” under the Code and through which a CFC is owned directly or indirectly,and (b) any Equity Interests in NY 3, LLC, a Delaware limited liability company, unless and until this Agreement is supplemented to include such EquityInterests in the Collateral pursuant to Schedule 6.17 to the Credit Agreement.“Government Account Debtor” means any agency, department or instrumentality of the United States or any state, municipal or local GovernmentalAuthority located in the United States as Account Debtor under any Account now or hereafter owing to any Grantor.“Government Contract” means a contract between any Grantor and any Government Account Debtor or all obligations of any such GovernmentAccount Debtor arising under any Account now or hereafter owing by any such Government Account Debtor, as Account Debtor, to any Grantor. 2“Individual Threshold Amount” means $1,000,000.“Issuer” means the issuer of any Pledged Equity.“Material Accounts” means, as at any date of determination (determined in accordance with GAAP), one or more Accounts whose value, individuallyor collectively, exceeds 5.0% of all net domestic accounts receivable of the Grantors (after intercompany eliminations and excluding Real Property LeaseAccounts) as of the end of the most recently completed fiscal quarter of Equinix.“Permitted Collateral Liens” means Liens expressly permitted by Sections 7.01(a), (c), (l) and (o) of the Credit Agreement.“Pledged Domestic Subsidiaries” means each of (a) Equinix LLC, a Delaware limited liability company, (b) Switch & Data LLC, a Delaware limitedliability company, (c) NY2 Hartz Way LLC, a Delaware limited liability company, and (d) any other Domestic Subsidiary from time to time whose EquityInterests have been pledged hereunder by a Grantor pursuant to the Credit Agreement or Section 4(i) hereof, and identified as a “Pledged DomesticSubsidiary” on Schedule I (as updated from time to time). For the avoidance of doubt, Pledged Domestic Subsidiaries shall not include any ForeignSubsidiary Holdcos.“Pledged Equity” means, with respect to each Grantor, (a) 100% of the issued and outstanding Equity Interests of each Pledged Domestic Subsidiarythat is directly and wholly-owned by such Grantor and (b) 66% (or, in the case of EQIX (Global Holdings) C.V., 65%) of each class of the issued andoutstanding Equity Interests of (i) each Foreign Subsidiary Holdco that is directly and wholly-owned by such Grantor and (ii) each Foreign Subsidiary that isdirectly and wholly-owned by such Grantor (including, in the case of clauses (i) and (ii), each Pledged Foreign Subsidiary), in each case together with thecertificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, withrespect thereto, including, but not limited to, the following:(1) all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resultingfrom a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, orotherwise in respect thereof; and(2) in the event of any consolidation or merger involving any Issuer and in which such Issuer is not the surviving Person, all shares of each classof the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is adirect Subsidiary of a Grantor;provided; however, that in no event shall the term “Pledged Equity” include any Excluded Equity. 3“Pledged Foreign Subsidiaries” means each of (a) Equinix Pacific LLC, a Delaware limited liability company, (b) Equinix South America Holdings,LLC, a Delaware limited liability company, (c) EQIX (Global Holdings) C.V., a limited partnership organized under the laws of the Netherlands, (d) EquinixCanada Ltd., a company organized under the laws of the Province of Ontario, Canada, and (e) any other Foreign Subsidiary or Foreign Subsidiary Holdcofrom time to time whose Equity Interests have been pledged hereunder by a Grantor, and identified as a “Pledged Foreign Subsidiary” on Schedule II (asupdated from time to time).“UCC” means the Uniform Commercial Code as in effect from time to time in the state of New York except as such term may be used in connectionwith the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply.“Voting Equity Interests” means, with respect to any Person, Equity Interests of such Person that are entitled to vote (within the meaning of Treas. Reg.Section 1.956 2(c)(2)).2. Grant of Security Interest in the Collateral. Each Grantor, to secure the prompt payment and performance in full when due, whether by lapse of time,acceleration, mandatory prepayment or otherwise, of the Secured Obligations of such Grantor, hereby grants to the Administrative Agent, for the benefit ofthe Secured Parties, a continuing security interest in any and all right, title and interest of such Grantor in and to all of the following, whether now owned orexisting or owned, acquired, or arising hereafter (collectively, the “Collateral”): (a) all Accounts, all Payment Intangibles that arise from the provision ofproperty and/or services, and any Instruments and Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper) to the extent they evidencean Account Debtor’s payment obligations with respect to such Accounts and/or such Payment Intangibles or leasing of personal property in the ordinarycourse of such Grantor’s business; (b) all Pledged Equity; (c) all books and records pertaining to the foregoing and to Proceeds of the foregoing, and (d) allProceeds (including insurance proceeds, proceeds of proceeds and claims against third parties) and products of, and Supporting Obligations for, any and all ofthe foregoing.Notwithstanding anything to the contrary contained herein, (X) the security interests granted under this Agreement shall not extend to, and the term“Collateral” shall not for any purpose of this Agreement include, any Excluded Equity, and (Y) the security interests granted under this Agreement shall notextend to (1) any Real Property Lease Accounts or (2) any General Intangible, permit, lease, license, contract or Instrument of a Grantor to the extent the grantof a security interest in such General Intangible, permit, lease, license, contract or Instrument in the manner contemplated by this Agreement, under the termsthereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate orotherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) provided, that (i) anysuch limitation on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alterthe Grantor’s rights could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equityand (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law,General Intangible, permit, lease, license, contract or Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon thegranting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license,contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder. 4The Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby inthe Collateral constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising. The Grantors and theAdministrative Agent, on behalf of the Secured Parties, hereby further acknowledge and agree that solely with respect to the Borrower’s grant of a securityinterest in its Collateral pursuant to this Agreement and the other Collateral Documents, and for no other purpose, the amount of Secured Obligations (but notObligations) of the Borrower shall be limited to an amount equal to the Borrower Collateral Limit. The Borrower Collateral Limit shall not limit the amountof Secured Obligations guaranteed by the Guarantors under the Multiparty Guaranty, nor the amount of Secured Obligations secured by the Guarantors’Collateral.3. Representations and Warranties. Each Grantor hereby represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that:(a) Ownership. Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same. Thereexists no Adverse Claim with respect to the Pledged Equity of such Grantor.(b) Security Interest/Priority. This Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the SecuredParties, in the Collateral of each Grantor and, upon the filing of appropriately completed UCC financing statements in the appropriate filing office of thejurisdiction of formation of such Grantor, such security interest shall constitute a valid and perfected, first priority security interest in such Collateral(including all uncertificated Pledged Equity consisting of partnership or limited liability company interests (if any) that do not constitute Securities), to theextent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Collateral Liens. No Grantor hasauthenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Liens expressly permitted bySection 7.01 of the Credit Agreement, and no such Grantor has authenticated any agreement authorizing any secured party thereunder to file a financingstatement covering the Collateral, other than this Agreement. The taking of possession by the Administrative Agent of the certificated securities evidencingthe Pledged Equity and all Instruments constituting Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in allthe Pledged Equity evidenced by such certificated securities and such Instruments, to the extent such security interest can be perfected and such priority canbe established under the UCC.(c) Identification Matters. An organizational chart depicting the interrelationships of all Grantors as of the Closing Date is set forth onSchedule III. For each Grantor, the information contained on Schedule III is true and correct as of the Closing Date.(d) Accounts. (i) Each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what theypurport to be, (ii) substantially all of the Accounts arise out of (A) a bona fide sale, lease or license of property by such Grantor 5to, or (B) services theretofore actually rendered by such Grantor to, the Account Debtor named therein, (iii) the right to receive payment under each Accountis assignable (subject to compliance with the Assignment of Claims Act and any similar state, local or municipal Laws in the case of Accounts arising underGovernment Contracts), (iv) no Account Debtor has asserted in writing any defense, set-off, claim or counterclaim against any Grantor that can be assertedagainst the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Collateral otherwise, except (A) as disclosedby such Grantor to the Administrative Agent in writing, or (B) defenses, setoffs, claims or counterclaims that are not, in the aggregate, material to the value ofthe Accounts, and (v)(A) as of the last day of the most recent fiscal quarter ended prior to the Closing Date, there are no contracts with a Government AccountDebtor under which such Government Account Debtor, as account debtor, owes a monetary obligation to any Grantor under any Accounts constitutingMaterial Accounts, except for those listed on Schedule IV hereto, and (B) as of the last day of the fiscal quarter covered by any Compliance Certificate, thereare no contracts with a Government Account Debtor under which such Government Account Debtor, as account debtor, owes a monetary obligation to anyGrantor under any Accounts constituting Material Accounts, except for those listed on Schedule IV hereto (as updated concurrently with the delivery of suchCompliance Certificate pursuant to Section 4(f)).(e) Pledged Equity.(i) All Pledged Equity is (A) duly authorized and validly issued, and (B) fully paid and, to the extent applicable, nonassessable and is notsubject to the preemptive rights of any Person.(ii) Schedules I and II (in each case, as updated from time to time in accordance with this Agreement or other Loan Document) accuratelyset forth the percentage of the issued and outstanding shares of the applicable class of the Equity Interests of each Issuer issued to each Grantorthat constitute Pledged Equity.(iii) The Pledged Equity described on Schedules I and II (in each case, as updated from time to time in accordance with this Agreement orother Loan Document) is beneficially owned as of record by the applicable Grantor set forth therein.(f) No Other Equity Interests, Instruments, Chattel Paper, Etc.(i) No Grantor owns any certificated Equity Interests in any Subsidiary that are required to be pledged and delivered to the AdministrativeAgent hereunder or under the Credit Agreement except as set forth on Schedules I and II (in each case, as updated from time to time inaccordance with this Agreement or other Loan Document). All such certificated Equity Interests have been delivered to the Administrative Agentto the extent required to be delivered to the Administrative Agent by the terms of this Agreement and/or the other Loan Documents. 6(ii) No Grantor (A) as of the Closing Date, holds any Instruments or Tangible Chattel Paper included in the Collateral which, individually,has an outstanding or stated amount exceeding the Individual Threshold Amount, or collectively, have outstanding or stated amounts exceedingthe Aggregate Threshold Amount, in each case, other than as set forth on Schedule V, or (B) as of the date of delivery of any ComplianceCertificate, holds any Instruments or Tangible Chattel Paper included in the Collateral which, individually, has an outstanding or stated amountexceeding the Individual Threshold Amount, or collectively, have outstanding or stated amounts exceeding the Aggregate Threshold Amount,in each case, other than as set forth on Schedule V (as updated concurrently with the delivery of such Compliance Certificate pursuant toSection 4(c)(i)). All such Instruments and Tangible Chattel Paper have been delivered to the Administrative Agent to the extent required to bedelivered to the Administrative Agent by the terms of this Agreement and/or the other Loan Documents.(iii) No Grantor (A) as of the Closing Date, has any Electronic Chattel Paper included in the Collateral which, individually, has anoutstanding or stated amount exceeding the Individual Threshold Amount, or collectively, have outstanding or stated amounts exceeding theAggregate Threshold Amount, in each case, other than as set forth on Schedule V, or (B) as of the date of delivery of any Compliance Certificate,has any Electronic Chattel Paper included in the Collateral which, individually, has an outstanding or stated amount exceeding the IndividualThreshold Amount, or collectively, have outstanding or stated amounts exceeding the Aggregate Threshold Amount, in each case, other than asset forth on Schedule V (as updated concurrently with the delivery of such Compliance Certificate pursuant to Section 4(c)(iii)). All suchElectronic Chattel Paper has been submitted to the Control of the Administrative Agent to the extent required to be so submitted by the terms ofthis Agreement and/or the other Loan Documents.(iv) No Grantor (A) as of the Closing Date, has any Letter-of-Credit Rights included in the Collateral arising under one or more letters ofcredit which, individually, has a face amount that exceeds the Individual Threshold Amount, or collectively, have face amounts exceeding theAggregate Threshold Amount, in each case, other than as set forth on Schedule V, or (B) as of the date of delivery of any Compliance Certificate,has any Letter-of-Credit Rights included in the Collateral arising under one or more letters of credit, which individually, has a face amount thatexceeds the Individual Threshold Amount, or collectively, have face amounts exceeding the Aggregate Threshold Amount, in each case, otherthan as set forth on Schedule V (as updated concurrently with the delivery of such Compliance Certificate pursuant to Section 4(c)(iv)). Allproceeds of such letters of credit have been assigned to the Administrative Agent to the extent required to be so assigned by the terms of thisAgreement and/or the other Loan Documents.(g) Partnership and Limited Liability Company Interests. Except as previously disclosed to the Administrative Agent, none of the Collateralconsisting of an Equity 7Interest in a partnership or a limited liability company that is a Domestic Subsidiary (if any) (i) is dealt in or traded on a securities exchange or in a securitiesmarket, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in aSecurities Account or (v) constitutes a Security.(h) Consents; Etc. No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Government Account Debtoror any other Person that is not a Grantor (including, without limitation, any stockholder, member or creditor of such Grantor), is necessary or required for(i) the grant by such Grantor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by suchGrantor, (ii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, or the granting of Control ordelivery of possession of any Collateral (to the extent required under Section 4(c) hereof) or (iii) the exercise by the Administrative Agent or the SecuredParties of the rights and remedies provided for in this Agreement (including, without limitation, as against any Issuer), except for (A) the filing of UCCfinancing statements, (B) with respect to Accounts arising under Government Contracts, notifications and acknowledgments under the Assignment of ClaimsAct and under any similar state, local or municipal Laws, (C) the actions and consents required for the Administrative Agent to obtain Control of CertificatedSecurities described in Section 4(c)(ii), of Electronic Chattel Paper described in Section 4(c)(iii) and of Letter-of-Credit Rights described in Section 4(c)(iv),(D) such actions as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign Lawsaffecting the pledge of the Pledged Equity of Foreign Subsidiaries, and (F) consents, authorizations, filings or other actions which have been obtained ormade.4. Covenants. Each Grantor covenants that until the Facility Termination Date, such Grantor shall:(a) Maintenance of Perfected Security Interest; Further Information.(i) Maintain the security interest created by this Agreement as a first priority perfected security interest (subject only to PermittedCollateral Liens) and defend such security interest against the claims and demands of all Persons whomsoever (other than the holders ofPermitted Collateral Liens).(ii) From time to time furnish to the Administrative Agent upon the Administrative Agent’s or any Lender’s reasonable request, statementsand schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as theAdministrative Agent or such Lender may reasonably request, all in reasonable detail.(b) Required Notifications. Promptly notify the Administrative Agent, in writing, of: (i) any Lien (other than Permitted Collateral Liens) on anyof the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder and (ii) the occurrence of anyother event which could reasonably be expected to have a material impairment on the aggregate value of the Collateral or on the security interests createdhereby. 8(c) Perfection through Possession and Control.(i) Concurrently with the delivery of each Compliance Certificate (or promptly, if an Event of Default has occurred and is continuing),(A) notify the Administrative Agent, in writing, if any Grantor has acquired any Instruments or Tangible Chattel Paper included in the Collateral,which individually, has an outstanding or stated amount exceeding the Individual Threshold Amount, or collectively, have outstanding orstated amounts exceeding the Aggregate Threshold Amount, (B) deliver such Instruments and/or Tangible Chattel Paper to the AdministrativeAgent, duly endorsed in a manner satisfactory to the Administrative Agent, (C) in the case of such Tangible Chattel Paper, such Grantor shallensure that it is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in suchTangible Chattel Paper, and (D) amend Schedule V to reflect any additions thereto.(ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instrumentsrepresenting Pledged Equity, together with any updated Schedule I or II, as applicable. Prior to delivery to the Administrative Agent, all suchcertificates and instruments representing Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agentpursuant hereto. All such certificates representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall beaccompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or otherform acceptable to the Administrative Agent.(iii) Concurrently with the delivery of each Compliance Certificate (or promptly, if an Event of Default has occurred and is continuing),(A) notify the Administrative Agent, in writing, if any Grantor has acquired any Electronic Chattel Paper included in the Collateral, whichindividually, has an outstanding or stated amount exceeding the Individual Threshold Amount, or collectively, has outstanding or statedamounts exceeding the Aggregate Threshold Amount, (B) deliver all control agreements, assignments, instruments or other documents in favorof (and as reasonably requested by) the Administrative Agent for the purposes of obtaining and maintaining Control of such Electronic ChattelPaper in a manner satisfactory to the Administrative Agent, and (C) amend Schedule V to reflect any additions thereto.(iv) (A) Concurrently with the delivery of each Compliance Certificate (or promptly, if an Event of Default has occurred and iscontinuing), (1) notify the Administrative Agent, in writing, if any Grantor has acquired any Letter-of-Credit Rights included in the Collateralarising under one or more letters of credit, which individually, has a face amount that exceeds the Individual Threshold Amount, or collectively,have face amounts exceeding the Aggregate Threshold Amount, and (2) amend Schedule V to reflect any additions thereto, and (B) promptly usebest commercial efforts to cause the issuer(s) of or nominated person(s) with respect to 9such letter(s) of credit to consent to an assignment of the proceeds of such letter(s) of credit to the Administrative Agent for the purposes of theAdministrative Agent obtaining and maintaining Control of such Letter-of-Credit Rights in a manner satisfactory to the Administrative Agent.(d) Books and Records. Mark its books and records (and shall cause the Issuer of the Pledged Equity of such Grantor to mark its books andrecords) to reflect the security interest granted pursuant to this Agreement.(e) Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies.(i) Not issue or acquire any Pledged Equity consisting of an Equity Interest in a partnership or a limited liability company that is aDomestic Subsidiary (without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements,documents and instruments as the Administrative Agent may reasonably require), if such Equity Interest (A) is dealt in or traded on a securitiesexchange or in a securities market, (B) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (C) is an InvestmentCompany Security, (D) is held in a Securities Account or (E) constitutes a Security.(ii) Without the prior written consent of the Administrative Agent, (A) not vote to enable, or take any other action to permit, anyapplicable Issuer to issue any Pledged Equity consisting of an Equity Interest in a partnership or a limited liability company that is a DomesticSubsidiary, except for Pledged Equity constituting partnership or limited liability company interests that will be subject to the security interestgranted herein in favor of the Administrative Agent for the benefit of the Secured Parties, or (B) enter into any agreement or undertakingrestricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any Pledged Equity or Proceeds thereof, otherthan (1) in connection with a Disposition permitted under Section 7.05 of the Credit Agreement, (2) restrictions contained in the Senior NotesIndentures (as such restrictions are in effect on the date hereof) and (3) customary restrictions contained in the documentation relating tofinancings permitted under the Credit Agreement, provided, however, that such restrictions under this clause (3) shall not restrict any Grantor’sability to grant Liens on Pledged Equity or Proceeds thereof in favor of the Administrative Agent, or the Administrative Agent’s ability toenforce such Liens, in each case, for the benefit of the Secured Parties, in connection with the Loan Documents.(iii) Defend the right, title and interest of the Administrative Agent in and to any Pledged Equity against the claims and demands of allPersons whomsoever.(iv) If any Grantor shall become entitled to receive or shall receive (A) any Certificated Securities (including, without limitation, anycertificate 10representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued inconnection with any reorganization), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of,as a conversion of, or in exchange for, any Pledged Equity, or otherwise in respect thereof, or (B) any sums paid upon or in respect of anyPledged Equity upon the liquidation or dissolution of any Issuer, such Grantor shall (X) accept the same as the agent of the Secured Parties, holdthe same in trust for the Secured Parties, segregated from other funds of such Grantor, and promptly deliver the same to the Administrative Agent,on behalf of the Secured Parties, in accordance with the terms hereof, and (Y) promptly update Schedule I or II, as applicable, reflecting any suchapplicable changes thereto.(f) Government Contracts. Concurrently with the delivery of each Compliance Certificate, (i) notify the Administrative Agent, in writing, if it is aparty to one or more contracts with any Government Account Debtor under which such Government Account Debtor, as account debtor, owes (as of the lastday of the fiscal quarter covered by such Compliance Certificate) a monetary obligation to any Grantor under any Accounts constituting Material Accounts,and (ii) amend Schedule IV to reflect any additions thereto.(g) Organizational Status and Location. Subject to provisions of the Credit Agreement, not change its legal name, jurisdiction of organization,organizational type, taxpayer identification number, organizational identification number, or it chief executive office, principal place of business or remove(or cause to be removed) the records concerning the Collateral from those premises, in each case, without at least fifteen (15) days prior written notice to theAdministrative Agent of the foregoing.(h) Further Assurances.(i) Promptly upon the request of the Administrative Agent and at the sole expense of the Grantors, duly execute and deliver, and haverecorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for thepurpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation,(A) with respect to Government Contracts with any Government Account Debtor giving rise to any Accounts constituting Material Accounts (butnot with respect to any other Government Contracts unless an Event of Default has occurred and is continuing), assignment agreements andnotices of assignment, in form and substance satisfactory to the Administrative Agent, duly executed by any Grantors party to such GovernmentContracts in compliance with the Assignment of Claims Act (or analogous state applicable Law), and (B) all applications, certificates,instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as may berequired by law in connection with the obtaining of any consent, approval, registration, qualification, or authorization of any Person deemednecessary or appropriate for the effective exercise of any rights under this Agreement; provided that (x) no Grantor shall be required to take 11any action to perfect a security interest in any Collateral that the Administrative Agent reasonably determines in its sole discretion that the costsand burdens to the Grantors of perfecting a security interest in such Collateral (including any applicable stamp, intangibles or other taxes) areexcessive in relation to value to the Lenders afforded thereby, and (y) without limitation of clause (x), as long as no Event of Default hasoccurred and is continuing (or unless otherwise required by the Credit Agreement), no Grantor shall be required to take any action to provide theAdministrative Agent Control of any Deposit Account or Securities Account that contains Proceeds of any Collateral.(ii) From time to time upon the Administrative Agent’s reasonable request, promptly furnish such updates to the information disclosedpursuant to this Agreement and the Credit Agreement, including any Schedules hereto or thereto, such that such updated information is true andcorrect as of the date so furnished.(i) Dissolving Entities. Except as set forth in the immediately following sentence, promptly upon the dissolution of each of Switch & Data WAOne LLC, Switch and Data CA Nine LLC, and Switch and Data NJ Two LLC (collectively, the “Dissolving Entities”), and in any event no later than nine(9) months after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), provide the Administrative Agentwith evidence of the dissolution of each such Dissolving Entity, which evidence shall be in form and substance reasonably satisfactory to the AdministrativeAgent. If any of the Dissolving Entities is not dissolved or if the Grantors fail to provide the Administrative Agent with satisfactory evidence of dissolutionfor any Dissolving Entity, in each case within such nine (9) month period (or such longer period as may be agreed to by the Administrative Agent in its solediscretion), the Grantors shall promptly pledge their Equity Interests in each such Dissolving Entity and provide a supplemented Schedule I identifying eachsuch entity as a “Pledged Domestic Subsidiary” hereunder.5. Authorization to File Financing Statements. Each Grantor hereby authorizes the Administrative Agent to prepare and file such financing statements(including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to timedeem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, which such financingstatements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes suchproperty in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection ofthe security interest in the Collateral granted herein.6. Advances. On failure of any Grantor to perform any of the covenants and agreements contained herein or in any other Loan Document, theAdministrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agentmay reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes,a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any Adverse Claim and all other expenditures which theAdministrative Agent may make for the 12protection of the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by theGrantors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bearinterest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Administrative Agent onbehalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any Default or Event of Default. The Administrative Agentmay make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of theclaim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien,title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reservesare being maintained in accordance with GAAP.7. Remedies.(a) General Remedies. During the continuation of an Event of Default, the Administrative Agent on behalf of the Secured Parties shall have, inaddition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by anyapplicable Law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the UCC of the jurisdiction applicableto the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where therights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Administrative Agent may, with orwithout judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance orinterference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble andmake available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agentwhich is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other dispositionthereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Grantors hereby waives to the fullestextent permitted by Law, at any place and time or times, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver theCollateral or any part thereof (or contract to do any of the foregoing), in one or more parcels any or all Collateral held by or for it at public or private sale(which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, toacquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board orelsewhere, by one or more contracts, in one or more parcels, for money, upon credit or otherwise, at such prices and upon such terms as the AdministrativeAgent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each Grantor acknowledges that any such private salemay be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and,notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and, in the case of asale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period 13of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Administrative Agentor any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private saleor sales, to purchase the whole or any part of the Collateral so sold. Neither the Administrative Agent’s compliance with applicable Law nor its disclaimer ofwarranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. To the extent the rights of noticecannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice, specifying the place of anypublic sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with thenotice provisions of Section 10.02 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice.Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in anewspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertisedwithout prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale”under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, insuch event, bid for the purchase of such Pledged Equity. The Administrative Agent shall not be obligated to make any sale or other disposition of theCollateral regardless of notice having been given. To the extent permitted by applicable Law, any Secured Party may be a purchaser at any such sale. To theextent permitted by applicable Law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisionsof applicable Law, the Administrative Agent may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement atthe time and place of such sale, and such sale may, without further notice, to the extent permitted by Law, be made at the time and place to which the sale waspostponed, or the Administrative Agent may further postpone such sale by announcement made at such time and place. To the extent permitted by applicableLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exerciseby them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence or willful misconduct ofthe Administrative Agent or any other Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each caseagainst whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that anysale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commerciallyreasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.(b) Remedies Relating to Accounts.(i) During the continuation of an Event of Default, whether or not the Administrative Agent has exercised any or all of its rights andremedies hereunder, (A) each Grantor shall, promptly upon request of the Administrative Agent, (1) notify (such notice to be in form andsubstance satisfactory to the Administrative Agent) its Account Debtors that the Accounts of such Grantor have been assigned to theAdministrative Agent, for the benefit of the Secured 14Parties, and (2) instruct all Account Debtors to remit all payments in respect of such Accounts to a mailing location selected by theAdministrative Agent and (B) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and AccountDebtors, and the Administrative Agent or its designee may notify any Grantor’s customers and Account Debtors that the Accounts of suchGrantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and may (either in its ownname or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receiptfor, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in theAdministrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of theSecured Parties in the Accounts.(ii) Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent inaccordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience and that such Grantor shall not have anyright, title or interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the Administrative Agent northe Secured Parties shall have any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of moneybearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determiningthe correctness of any remittance.(iii) During the continuation of an Event of Default, (A) the Administrative Agent shall have the right, but not the obligation, to make testverifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish allsuch assistance and information as the Administrative Agent may require in connection with such test verifications, (B) upon the AdministrativeAgent’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to theAdministrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balancesfor, the Accounts and (C) the Administrative Agent in its own name or in the name of others may communicate with account debtors on theAccounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.(iv) During the continuation of an Event of Default, upon the request of the Administrative Agent, each Grantor shall forward to theAdministrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items ofpayment received by the Grantor during such week with respect to the Collateral, and, if requested by the Administrative Agent, copies of suchchecks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during suchweek and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent. 15(c) Pledged Equity. During the continuation of an Event of Default, the Administrative Agent shall have the right to receive any and all cashdividends, payments or distributions made in respect of any Pledged Equity or other Proceeds paid in respect of Pledged Equity, and any or all of anyPledged Equity may, at the option of the Administrative Agent, be registered in the name of the Administrative Agent or its nominee, and the AdministrativeAgent or its nominee may thereafter exercise (i) all voting, corporate and other rights pertaining to such Pledged Equity at any meeting of shareholders,partners or members of the relevant Issuers or otherwise and (ii) any and all rights of conversion, exchange and subscription and any other rights, privileges oroptions pertaining to such Pledged Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion anyand all of the Pledged Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership orlimited liability company structure of any Issuer or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertainingto such Pledged Equity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Equity with any committee, depositary,transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability exceptto account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or optionand the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, duringthe continuation of an Event of Default, each Grantor hereby authorizes and instructs each Issuer with respect to any Collateral consisting of Pledged Equityto (A) comply with any instruction received by it from the Administrative Agent in writing that (1) states that an Event of Default has occurred and iscontinuing and (2) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantoragrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longercontinuing, and (B) except as otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to any Pledged Equitydirectly to the Administrative Agent. Unless an Event of Default is continuing and the Administrative Agent shall have given notice to the relevant Grantorof the Administrative Agent’s intent to exercise its corresponding rights pursuant to this Section 7, each Grantor shall be permitted to receive all cashdividends, payments or other distributions made in respect of any Pledged Equity to the extent permitted in the Credit Agreement, and to exercise all votingand other corporate, company and partnership rights with respect to any Pledged Equity to the extent not inconsistent with the terms of this Agreement andthe other Loan Documents.(d) Access. In addition to the rights and remedies hereunder, during the continuation of an Event of Default, the Administrative Agent shall havethe right to enter and remain upon the various premises of the Grantors without cost or charge to the Administrative Agent, and use the same, together withmaterials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting thesale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove Collateral, or any part thereof, fromsuch premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral. If the 16Administrative Agent exercises its right to take possession of the Collateral, each Grantor shall also at its expense perform any and all other steps reasonablyrequested by the Administrative Agent to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signsindicating the security interest of the Administrative Agent, appointing overseers for the Collateral and maintaining inventory records.(e) Nonexclusive Nature of Remedies. Failure by the Administrative Agent or the Secured Parties to exercise any right, remedy or option underthis Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided by Law, or any delay by theAdministrative Agent or the Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereundershall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated,which in the case of the Administrative Agent or the Secured Parties shall only be granted as provided herein. To the extent permitted by Law, neither theAdministrative Agent, the Secured Parties, nor any party acting as attorney for the Administrative Agent or the Secured Parties, shall be liable hereunder forany acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder as determined bya final non-appealable judgment of a court of competent jurisdiction. The rights and remedies of the Administrative Agent and the Secured Parties under thisAgreement shall be cumulative and not exclusive of any other right or remedy which the Administrative Agent or the Secured Parties may have.(f) Retention of Collateral. In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral insatisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shallnot be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.(g) Waiver; Deficiency. Each Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement,valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement of this Agreementor the absolute sale of the Collateral or any portion thereof. In the event that the proceeds of any sale, collection or realization are insufficient to pay allamounts to which the Administrative Agent or the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency,together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and disbursements of counsel. Any surplusremaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competentjurisdiction shall determine to be entitled thereto.8. Rights of the Administrative Agent.(a) Power of Attorney. In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the AdministrativeAgent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution,with authority to take any or all of the following actions during the continuation of an Event of Default: 17(i) to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Administrative Agent may reasonably determine;(ii) to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right inrespect thereof;(iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the AdministrativeAgent may deem reasonably appropriate;(iv) to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders or otherinstruments or documents evidencing payment relating to the Collateral of such Grantor on behalf of and in the name of such Grantor, orsecuring, or relating to such Collateral;(v) to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or thegoods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof forall purposes;(vi) to adjust and settle claims under any insurance policy relating thereto;(vii) to execute and deliver all assignments, conveyances, statements, financing statements, continuation financing statements, securityagreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may determine necessary in orderto perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactionscontemplated herein;(viii) to institute any foreclosure proceedings that the Administrative Agent may deem appropriate;(ix) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to theCollateral;(x) to exchange any of the Pledged Equity or other property upon any merger, consolidation, reorganization, recapitalization or otherreadjustment of the Issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee, depository, transferagent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate; 18(xi) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity intothe name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Equity or anypart thereof may be sold pursuant to Section 7 hereof;(xii) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;(xiii) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due andto become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct;(xiv) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect ofor arising out of any Collateral; and(xv) do and perform all such other acts and things as the Administrative Agent may reasonably deem to be necessary, proper or convenientin connection with the Collateral.This power of attorney is a power coupled with an interest and shall be irrevocable until the Facility Termination Date. The Administrative Agent shall beunder no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the AdministrativeAgent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act oromission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissionsresulting from its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. This powerof attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral and shall not imposeany duty upon the Administrative Agent or any other Secured Party to exercise any such powers.(b) Assignment by the Administrative Agent. The Administrative Agent may from time to time assign the Secured Obligations to a successorAdministrative Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies of theAdministrative Agent under this Agreement in relation thereto.(c) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Collateral while beingheld by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it beingunderstood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved ofall responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Administrative Agent shall be deemed to haveexercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded 19treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by areasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary stepsto preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof,the Administrative Agent shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders orother matters relating to any Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any stepsto clean, repair or otherwise prepare the Collateral for sale.(d) Liability with Respect to Accounts. Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each ofthe Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of anyagreement giving rise to each such Account. Neither the Administrative Agent nor any Secured Party shall have any obligation or liability under anyAccount (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Secured Partyof any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform anyof the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to thenature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement givingrise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have beenassigned to it or to which it may be entitled at any time or times.(e) Releases of Collateral.(i) (A) If any Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the CreditAgreement, (B) if the Indebtedness represented by any Instrument included in the Collateral, which has been delivered to the AdministrativeAgent, is paid in full, or (C) if any Collateral consists of Real Property Lease Accounts or of the Equity Interests in any Real Estate HoldingSubsidiary and any Grantor incurs Indebtedness secured primarily by the real property giving rise to such Real Property Lease Accounts, to theextent such Indebtedness (and the Lien securing such Indebtedness) is permitted hereunder or to the extent that a Lien on such Equity Interestsin favor of the Administrative Agent is not permitted thereunder (but, for the avoidance of doubt, no Lien on such Equity Interests shall begranted in favor of the provider of such Indebtedness), then, in each case, the Administrative Agent, at the request and sole expense of suchGrantor, shall promptly execute and deliver to such Grantor all releases and other documents, and take such other action, reasonably necessaryfor the release of the Liens created hereby or by any other Collateral Document on such Collateral.(ii) The Administrative Agent may release any of the Pledged Equity from this Agreement or may substitute any of the Pledged Equity forother Pledged Equity without altering, varying or diminishing in any way the force, 20effect, lien, pledge or security interest of this Agreement as to any Pledged Equity not expressly released or substituted, and this Agreement shallcontinue as a first priority lien on all Pledged Equity not expressly released or substituted.9. Application of Proceeds. After the exercise of remedies provided for in Section 8.02 of the Credit Agreement (or after the Loans have automaticallybecome immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in Section 8.02 of theCredit Agreement) any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or anySecured Party in cash or Cash Equivalents will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement.10. Continuing Agreement.(a) Subject to the following clause (b), this Agreement shall remain in full force and effect until the Facility Termination Date, at which time thisAgreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Liens on theCollateral created hereby and by each other Collateral Document shall be automatically released, and the Administrative Agent shall, upon the request and atthe expense of the Grantors, forthwith take such action as may reasonably requested by the Grantors to evidence the release of the Liens and security interestscreated hereunder and under the other Collateral Documents.(b) This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, ofany of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference,fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of allor any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation anyreasonable legal fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall bedeemed to be included as a part of the Secured Obligations.11. Amendments; Waivers; Modifications, etc. This Agreement and the provisions hereof may not be amended, waived, modified, changed, dischargedor terminated except as set forth in Section 10.01 of the Credit Agreement.12. Successors in Interest. This Agreement shall be binding upon each Grantor, its successors and assigns and shall inure, together with the rights andremedies of the Administrative Agent and the Secured Parties hereunder, to the benefit of the Administrative Agent and the Secured Parties and theirsuccessors and permitted assigns.13. Notices. All notices required or permitted to be given under this Agreement shall be in conformance with Section 10.02 of the Credit Agreement;provided that notices and communications to the Grantors shall be directed to the Grantors, at the address of the Borrower set forth in Section 10.02 of theCredit Agreement. 2114. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original,but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more thanone such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission(e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, to the extent amanually executed counterpart is not specifically required to be delivered, upon the request of any party, such fax transmission or electronic mailtransmission shall be promptly followed by such manually executed counterpart.15. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction ofany provision of this Agreement.16. Governing Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL. The terms of Sections 10.14 and 10.15 of the Credit Agreementwith respect to governing law, submission to jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and theparties hereto agree to such terms.17. Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable andthe remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.18. Entirety. This Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement ofthe parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters orcorrespondence relating to the Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein andtherein.19. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including,without limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the AdministrativeAgent shall have the right to proceed against any such other property, guarantee or endorsement in which the Administrative Agent has an interest during thecontinuation of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens,security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in anyway modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the Secured Parties under thisAgreement, under any other of the Loan Documents or under any other document relating to the Secured Obligations.20. Joinder. At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering to theAdministrative Agent a Joinder Agreement in the form of Exhibit E to the Credit Agreement or such other form acceptable to the Administrative Agent.Immediately upon such execution and delivery of such 22Joinder Agreement (and without any further action), each such additional Person will become a party to this Agreement as a “Grantor” and have all of therights and obligations of a Grantor hereunder and this Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement.21. Consent of Issuers of Pledged Equity. Any Loan Party that is an Issuer hereby acknowledges, consents and agrees to the grant of the securityinterests in such Pledged Equity by the applicable Grantors pursuant to this Agreement, together with all rights accompanying such security interest asprovided by this Agreement and applicable Law, notwithstanding any anti-assignment provisions in any operating agreement, limited partnership agreementor similar organizational or governance documents of such Issuer.22. Marshaling. The Administrative Agent shall not be required to marshal any present or future collateral security (including but not limited to theCollateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances ofpayment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shallbe cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees thatit will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Administrative Agent’s rightsand remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the SecuredObligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfullymay, each Grantor hereby irrevocably waives the benefits of all such laws.23. Injunctive Relief.(a) Each Grantor recognizes that, in the event such Grantor fails to perform, observe or discharge any of its obligations or liabilities under thisAgreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative Agent and the other Secured Parties.Therefore, each Grantor agrees that the Administrative Agent and the other Secured Parties, at the option of the Administrative Agent and the other SecuredParties, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.(b) The Administrative Agent, the other Secured Parties and each Grantor hereby agree that no such Person shall have a remedy of punitive orexemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damagesthat they may now have or may arise in the future in connection with any dispute under this Agreement or any other Loan Document, whether such dispute isresolved through arbitration or judicially.24. Secured Parties. Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to haveacknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions andomissions of the Administrative Agent hereunder or otherwise 23relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits andimmunities conferred under Article IX of the Credit Agreement.[Remainder of page intentionally left blank; signature pages follow] 24Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS:EQUINIX, INC.By: Name: Title: EQUINIX LLCBy: Name: Title: SWITCH & DATA LLCBy: Name: Title: [SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT]Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative AgentBy: Name: Title: [SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT]SCHEDULE I TO PLEDGE AND SECURITY AGREEMENTPLEDGED EQUITYOFPLEDGED DOMESTIC SUBSIDIARIES GRANTOR PLEDGEDDOMESTICSUBSIDIARY CLASS CERTIFICATENUMBER NUMBER OFPLEDGEDSHARES,UNITS,INTERESTS PERCENTAGEOWNERSHIPREPRESENTEDBY PLEDGEDSHARES [SCHEDULE I TO PLEDGE AND SECURITY AGREEMENT]SCHEDULE II TO PLEDGE AND SECURITY AGREEMENTPLEDGED EQUITYOFPLEDGED FOREIGN SUBSIDIARIES GRANTOR PLEDGEDFOREIGNSUBSIDIARY CLASS CERTIFICATENUMBER NUMBER OFPLEDGEDSHARES,UNITS,INTERESTS PERCENTAGEOWNERSHIPREPRESENTEDBY PLEDGEDSHARES [SCHEDULE II TO PLEDGE AND SECURITY AGREEMENT]SCHEDULE III TO PLEDGE AND SECURITY AGREEMENTIDENTIFICATION MATTERSPart I. Organizational Chart:Part II. Grantor Information: Exact Legal Name of Grantor:Previous Legal Names with the past 4 months prior to the Closing Date:Jurisdiction of Organization/Incorporation:Type of Organization:Jurisdictions Qualified to do Business:Address of Chief Executive Office:Address of Principal Place of Business:U.S. Federal Taxpayer Identification Number, or Unique Identification Number(as applicable)Organizational Identification Number (if any):Ownership Information (e.g. publicly held, if private or partnership—identityof owners/partners):Industry or Nature of Business: [SCHEDULE III TO PLEDGE AND SECURITY AGREEMENT]SCHEDULE IV TO PLEDGE AND SECURITY AGREEMENTGOVERNMENT CONTRACTS [SCHEDULE IV TO PLEDGE AND SECURITY AGREEMENT]SCHEDULE V TO PLEDGE AND SECURITY AGREEMENTPLEDGED INSTRUMENTS, CHATTEL PAPER ANDLETTER OF CREDIT RIGHTS [SCHEDULE V TO PLEDGE AND SECURITY AGREEMENT]EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT[FORM OF]IRREVOCABLE STOCK POWERFOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following Equity Interests of [ ], a [ ][corporation] [limited liability company] [other entity]: No. of Shares Certificate No.and irrevocably appoints its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take allnecessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. Dated By: Name: Title: In the Presence of EXHIBIT G-1ASSIGNMENT AND ASSUMPTIONThis Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by andbetween [the][each]7 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]8 Assignee identified in item 2 below ([the][each, an]“Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]9 hereunder are several and not joint.]10 Capitalizedterms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of acopy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to andincorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms andConditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][therespective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any otherdocuments or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstandingrights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters ofCredit included in such facilities11) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other rightof [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known orunknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactionsgoverned thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights andobligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as 7 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the firstbracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.8 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketedlanguage. If the assignment is to multiple Assignees, choose the second bracketed language.9 Select as appropriate.10 Include bracketed language if there are either multiple Assignors or multiple Assignees.11 Include all applicable subfacilities.[the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignmentand Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: 2. Assignee[s]: [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 3. Borrower: Equinix, Inc., 4. Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement5. Credit Agreement: Credit Agreement, dated as of December 17, 2014, among the Borrower (identified above), the Guarantors from time to time partythereto, the Lenders and the other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent.6. Assigned Interest[s]: Assignor[s]12 Assignee[s]13 FacilityAssigned14 AggregateAmount ofCommitment/Loansfor all Lenders15 Amount ofCommitment/LoansAssigned PercentageAssigned ofCommitment/ Loans16 CUSIPNumber $ $ % $ $ % $ $ % [7. Trade Date: ]17 12 List each Assignor, as appropriate.13 List each Assignee, as appropriate.14 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g.“Revolving Commitment”, “Term Commitment”, etc.).15 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments orprepayments made between the Trade Date and the Effective Date.16 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.17 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OFRECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[NAME OF ASSIGNOR]By: Title:ASSIGNEE[NAME OF ASSIGNEE]By: Title:[Consented to and]18 Accepted:BANK OF AMERICA, N.A.,as Administrative AgentBy: Title:[Consented to:]19EQUINIX, INC.,[By: Title:][L/C ISSUER][By: Title:] 18 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.19 19 To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement.ANNEX 1 TO ASSIGNMENT AND ASSUMPTIONCredit Agreement, dated as of December 17, 2014, among the Borrower (identified above), the Guarantors from time to time party thereto, the Lenders and theother parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent.STANDARD TERMS AND CONDITIONS FORASSIGNMENT AND ASSUMPTION1. Representations and Warranties.1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest,(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken allaction necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes noresponsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other LoanDocument, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) thefinancial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) theperformance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any LoanDocument.1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to executeand deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,(ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may berequired under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the CreditAgreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it issophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercisingdiscretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of theCredit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant toSection 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enterinto this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the AdministrativeAgent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enterinto this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentationrequired to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) itwill, independently and without reliance upon the Administrative Agent,[the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its owncredit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations whichby the terms of the Loan Documents are required to be performed by it as a Lender.2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (includingpayments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Dateand to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respectivesuccessors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executedcounterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of theState of New York.EXHIBIT G-2ADMINISTRATIVE QUESTIONNAIRESee attached.1ADMINISTRATIVE QUESTIONNAIRE – (MULTICURRENCY)CONFIDENTIAL 1.Borrower or Deal Name: Equinix, Inc.E-mail this document with your commitment letter to: Angela LarkinE-mail address of recipient: Angela.larkin@baml.com 2.Legal Name of Lender of Record for Signature Page:Markit Entity Identifier (MEI) #:Fund Manager Name (if applicable):Legal Address from Tax Document of Lender of Record:Country:Address:City: State/Province: Postal Code: 3. Domestic Funding Address:4. Eurodollar Funding Address (if different than #3):Street Address:Street Address:Suite/ Mail Code:Suite/ Mail Code:City: State:City: State:Postal Code: Country:Postal Code: Country: 5.Credit Contact Information:Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their respective securitieswill be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/herinstitution’s compliance procedures and applicable laws, including Federal and State securities laws. Primary Credit Contact:Secondary Credit Contact:First Name:First Name:Middle Name:Middle Name:Last Name:Last Name:Title:Title:Street Address:Street Address:Suite/Mail Code:Suite/Mail Code:City:City:State:State:Postal Code:Postal Code:Country:Country:Office Telephone #:Office Telephone #:Office Facsimile #:Office Facsimile #:Work E-Mail Address:Work E-Mail Address:SyndTrak E-Mail Address:SyndTrak E-Mail Address: 2ADMINISTRATIVE QUESTIONNAIRE – (MULTICURRENCY)CONFIDENTIAL Additional Syndtrak User Access:Enter E-Mail Addresses of any respective contact who should have access to Syndtrak below. SyndTrak E-Mail Addresses:Primary Operations Contact:Secondary Operations Contact:First: MI: Last:First: MI: Last:Title:Title:Street Address:Street Address:Suite/ Mail Code:Suite/ Mail Code:City: State:City: State:Postal Code: Country:Postal Code: Country:Telephone: Facsimile:Telephone: Facsimile:E-Mail Address:E-Mail Address:SyndTrak E-Mail Address:SyndTrak E-Mail Address:Does Secondary Operations Contact need copy of notices? YES ¨ NO ¨Letter of Credit Contact:Draft Documentation Contact or Legal Counsel:First: MI: Last: First: MI: Last:Title:Title:Street Address:Street Address:Suite/ Mail Code:Suite/ Mail Code:City: State:City: State:Postal Code: Country:Postal Code: Country:Telephone: Facsimile: Telephone: Facsimile: E-Mail Address:E-Mail Address: 6.Currencies and Jurisdictions in Transaction: PLEASE CHECK BOX OF THE CURRENCIES YOUR INSTITUTION CAN FUND UNDER THIS TRANSACTION: ¨ CAD¨ YEN¨ ¨ AUD¨ EURO¨ ¨ HKD¨ GBP¨ ¨ SGD¨ CHF¨ PLEASE CHECK BOX IF YOUR INSTITUTION CAN FUND UNDER THE FOLLOWING JURISDICTIONS: ¨¨¨ ¨¨¨ ¨¨¨ ¨¨¨ 7.Lender’s Payment Instructions:Please input payment instructions for each respective currency referenced within Section 6 above in fields below. If your respective institution is unable tofund any of the above currencies, please inform e-mail recipient identified in Section 1 of this Administrative Questionnaire Form immediately. Ifsubmitting payment instructions under separate cover, please indentify below. Are Lender Payment Instructions attached separately? YES ¨ NO ¨ If NO, please complete payment instructions on next page. 3ADMINISTRATIVE QUESTIONNAIRE – (MULTICURRENCY)CONFIDENTIAL Currency: US DollarsCurrency: Bank Name:Bank Name:ABA #:SWIFT #:City: State:Country:Account #:Account #:Account Name:Account Name:Attention:FCC Account #:FCC Account Name:Attention:Currency: Bank Name:SWIFT #:Currency: Country:Bank Name:Account #:SWIFT #:Account Name:Country:FCC Account #:Account #:FCC Account Name:Account Name:Attention:FCC Account #:FCC Account Name:Currency: Attention:Bank Name:SWIFT #:Currency: Country:Bank Name:Account #:SWIFT #:Account Name:Country:FCC Account #:Account #:FCC Account Name:Account Name:Attention:FCC Account #:Currency: FCC Account Name:Bank Name:Attention:SWIFT #:Country:Currency: Account #:Bank Name:Account Name:SWIFT #:FCC Account #:Country:FCC Account Name:Account #:Attention:Account Name:FCC Account #:FCC Account Name:Attention: 4ADMINISTRATIVE QUESTIONNAIRE – (MULTICURRENCY)CONFIDENTIAL 8.Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance Fed Wire Payment Instructions (if applicable):Pay to:Bank Name:ABA #:City: State:Account #:Account Name:Attention: Use Lender’s US Dollars Wire Payment Instructions in Section #6 above? YES ¨ NO ¨ 9. Lender’s Organizational Structure and Tax StatusPlease refer to the enclosed withholding tax instructions below and then complete this section accordingly:Lender Taxpayer Identification Number (TIN): Tax Withholding Form Delivered to Bank of America (check applicable one):W-9 ¨ W-8BEN ¨ W-8BEN-E ¨ W-8ECI ¨ W-8EXP ¨ W-8IMY ¨ Tax Contact:First: MI: Last:Title:Street Address:Suite/ Mail Code:City: State:Postal Code: Country:Telephone: Facsimile:E-Mail Address:SyndTrak E-Mail Address:NON–U.S. LENDER INSTITUTIONS1. Corporations:If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and otherincome it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Statusof Beneficial Owner) or Form W-8BEN-E, b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate ofForeign Government or Governmental Agency).A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI. It is also required on Form W-8BEN or Form W-8BEN forcertain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution.In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. 5ADMINISTRATIVE QUESTIONNAIRE – (MULTICURRENCY)CONFIDENTIAL 2. Flow-Through EntitiesIf your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-QualifiedIntermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or CertainU.S. branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities otherthan Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxedforms. Original tax form(s) must be submitted.U.S. LENDER INSTITUTIONS:If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer IdentificationNumber and Certification). Please be advised that we require an original form W-9.Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returnedon or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested willsubject your institution to U.S. tax withholding.* Additional guidance and instructions as to where to submit this documentation can be found at this link Tax Form Tool Kit &Mailing Instructions 10.Bank of America’s Payment Instructions:Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 6 below.Bank of America, N.A.ABA # 026009593 (Intentionally omitted)New York, NYAccount # 1292000883 (Intentionally omitted)Attn: Corporate Credit ServicesRef: Equinix EXHIBIT HFORM OF SECURED PARTY DESIGNATION NOTICE TO:Bank of America, N.A., as Administrative Agent RE:Credit Agreement, dated as of dated as of December 17, 2014, by and among Equinix, Inc., a Delaware corporation (the “Borrower”), theGuarantors, the Lenders, Bank of America, N.A., as Administrative Agent, an L/C Issuer and Lender, and other parties thereto from time to time(as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used hereinand not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE:[Date] [Name of Cash Management Bank/Hedge Bank] (the “Secured Party”) hereby notifies you, pursuant to the terms of the Credit Agreement, that theSecured Party meets the requirements of a [Cash Management Bank] [Hedge Bank] under the terms of the Credit Agreement and is a [Cash ManagementBank] [Hedge Bank] under the Credit Agreement and the other Loan Documents.Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shallbe effective as delivery of a manually executed counterpart of this notice.A duly authorized officer of the undersigned has executed this notice as of the day and year set forth above. ,as a [Cash Management Bank] [Hedge Bank]By: Name: Title: Exhibit 21.1Subsidiaries of Equinix, Inc. Name JurisdictionEquinix LLC Delaware, U.S.Equinix (US) Enterprises, Inc. Delaware, U.S.Equinix South America Holdings, LLC Delaware, U.S.Equinix RP II LLC Delaware, U.S.CHI 3, LLC Delaware, U.S.NY3, LLC Delaware, U.S.SV1, LLC Delaware, U.S.LA4, LLC Delaware, U.S.NY2 Hartz Way LLC Delaware, U.S.Equinix Pacific LLC Delaware, U.S.CHI 3 Procurement, LLC Illinois, U.S.Equinix Asia Pacific Pte Ltd SingaporeEquinix Singapore Holdings Pte Ltd SingaporeEquinix Singapore Pte Ltd SingaporeEquinix (Japan) Enterprises K.K. JapanEquinix Japan KK (in Kanji) JapanEquinix Australia Pty Ltd AustraliaEquinix Hong Kong Ltd Hong KongEquinix Information Technologies Hong Kong Limited Hong KongEquinix Information Technology (Shanghai) Co Ltd. People’s Republic of ChinaEquinix YP Information Technology (Shanghai) Co Ltd. People’s Republic of ChinaEquinix Europe Ltd United KingdomEquinix Group Ltd United KingdomEquinix (UK) Ltd United KingdomEquinix (Services) Ltd United KingdomEquinix Corporation Ltd United KingdomEquinix Investments Ltd United KingdomEquinix (London) Ltd United KingdomEquinix (UK) Enterprises Ltd United KingdomEquinix (Real Estate) GmbH GermanyEquinix (Germany) GmbH GermanyUpminster GmbH GermanyEquinix (Germany) Enterprises GmbH GermanyEquinix (France) SAS FranceEquinix (France) Enterprises SAS FranceInterconnect Exchange Europe SL SpainEquinix (Switzerland) GmbH SwitzerlandEquinix (Switzerland) Enterprises GmbH SwitzerlandEquinix (Netherlands) Holdings BV The NetherlandsName JurisdictionEQIX (Global Holdings) C.V. The NetherlandsEquinix (EMEA) B.V. The NetherlandsEquinix (Netherlands) BV The NetherlandsVirtu Secure Web Services BV The NetherlandsEquinix (Real Estate) B.V. The NetherlandsEquinix (Netherlands) Enterprises BV The NetherlandsEquinix (Luxembourg) Holdings S.à r.l. LuxembourgEquinix (Luxembourg) Investments S.à r.l. LuxembourgEquinix Middle East FZ LLC United Arab EmiratesEquinix Italia S.r.L Italyancotel UK Ltd United Kingdomancotel HK Ltd Hong KongALOG Soluções do Tecnologia em Infomática S.A. BrazilALOG-03 Soluções do Tecnologia em Infomática Ltda. BrazilEquinix Do Brasil Participacoes Ltda. BrazilMoran Road Partners, LLC Delaware, U.S.Switch & Data LLC Delaware, U.S.Switch & Data Facilities Company LLC Delaware, U.S.Switch and Data Operating Company LLC Delaware, U.S.Equinix Canada Ltd. CanadaEquinix (Canada) Enterprises Ltd. CanadaSwitch and Data CA Nine LLC Delaware, U.S.Switch & Data MA One LLC Delaware, U.S.Switch And Data NJ Two LLC Delaware, U.S.Switch & Data/NY Facilities Company, LLC Delaware, U.S.Switch and Data VA Four LLC Delaware, U.S.Switch & Data WA One LLC Delaware, U.S.Nimbo Technologies Inc. Delaware, U.S.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-45280, 333-58074, 333-71870, 333-85202, 333-104078, 333-113765, 333-117892, 333-122142, 333-132466, 333-140946, 333-149452, 333-157545, 333-165033, 333-166581, 333-172447, 333-179677,333-186873, 333-194229) and Form S-3 (No. 333-175358, 333-186938, 333-200294) of Equinix, Inc. of our report dated March 2, 2015 relating to thefinancial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K./s/ PricewaterhouseCoopers LLPSan Jose, CAMarch 2, 2015Exhibit 31.1CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Stephen M. Smith, certify that:1. I have reviewed this annual report on Form 10-K of Equinix, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Dated: March 2, 2015/s/ Stephen M. SmithStephen M. SmithChief Executive Officer and PresidentExhibit 31.2CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Keith D. Taylor, certify that:1. I have reviewed this annual report on Form 10-K of Equinix, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Dated: March 2, 2015/s/ Keith D. TaylorKeith D. TaylorChief Financial OfficerExhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2014 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Smith, Chief Executive Officer and President of the Company, certify,pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company./s/ Stephen M. SmithStephen M. SmithChief Executive Officer and PresidentMarch 2, 2015Exhibit 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2014 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Keith D. Taylor, Chief Financial Officer of the Company, certify, pursuant to 18U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company./s/ Keith D. TaylorKeith D. TaylorChief Financial OfficerMarch 2, 2015

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