Equinix
Annual Report 2016

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549__________________________FORM 10-KxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2016OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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, 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. Yes x No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ¨ No xIndicate 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. Yes x No ¨Indicate 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). Yes x No ¨Indicate 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, to thebest of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 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 xAccelerated filer oNon-accelerated filer oSmaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No xThe aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the commonstock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $27.6 billion. As ofFebruary 24, 2017, a total of 71,637,322 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 2017 Annual Meeting of Stockholders, whichis expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2016. Except as expressly incorporated by reference, theregistrant’s proxy statement shall not be deemed to be a part of this report on Form 10-K. EQUINIX, INC.FORM 10-KDECEMBER 31, 2016TABLE OF CONTENTSItemPART IPage No.1.Business31A.Risk Factors151B.Unresolved Staff Comments332.Properties333.Legal Proceedings354.Mine Safety Disclosure35 PART II 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities366.Selected Financial Data397.Management’s Discussion and Analysis of Financial Condition and Results of Operations417A.Quantitative and Qualitative Disclosures About Market Risk698.Financial Statements and Supplementary Data709.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure719A.Controls and Procedures719B.Other Information72 PART III 10.Directors, Executive Officers and Corporate Governance7211.Executive Compensation7212.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters7213.Certain Relationships and Related Transactions, and Director Independence7214.Principal Accounting Fees and Services72 PART IV 15.Exhibits and Financial Statement Schedules7316.Form 10-K Summary77 Signatures77 Index to Exhibits802Table of ContentsPART IITEM 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 8,500(1) companies directly to their customers and partners inside the world’s most interconnected data centers. Today,businesses leverage the Equinix interconnection platform in 41 strategic markets across the Americas, Asia-Pacific, and Europe, Middle East and Africa(EMEA). Equinix operates as a real estate investment trust ("REIT") for federal income tax purposes.In 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 implemented the REIT conversion in 2014, and beganoperating as a REIT for federal income tax purposes effective January 1, 2015. In May 2015, we received a favorable response to the private letter ruling(“PLR”) we had requested from the U.S. Internal Revenue Service (“IRS”) in connection with our REIT conversion for federal income tax purposes. Our REIToperations include almost all our data center operations in the U.S., Europe and Japan held through qualified REIT subsidiaries (“QRSs”). Our data centeroperations in other jurisdictions have been designated as taxable REIT subsidiaries (“TRSs”).In January 2016, Equinix completed the acquisition of TelecityGroup, plc valued at approximately $3.7 billion. In December 2016, Equinix announcedthat it had signed a definitive agreement to purchase 24 new data center sites, consisting of 29 data centers across 15 metro areas, and their operations, fromVerizon Communications Inc. ("Verizon") for $3.6 billion. This will be the 17th acquisition in our history and is consistent with our acquisition strategy ofextending our platform to new markets and expanding our interconnection density. Organically, we continue to expand in key markets including the recentopening and expansion of six data centers on four continents: Sydney and Tokyo in 2016, and Abu Dhabi, Dubai, London, and São Paulo in Q1 2017.Platform EquinixTM combines a global footprint of state-of-the-art International Business Exchange™ (IBX®) data centers, a variety of interconnectionsolutions, unique ecosystems and expert support. Together, these components accelerate business growth and opportunity for Equinix’s customers bysecuring their infrastructure and applications closer to their people, clouds, locations and data. This enables customers to improve performance with cost-effective and scalable interconnections, work with vendors to deploy new technologies, such as cloud computing, and collaborate with the widest variety ofpartners and customers to achieve their ambitions.Equinix’s platform offers these unique value propositions to customers:•Global Data Centers◦A broad footprint of 150 IBX data centers in 21 countries on 5 continents, 14 million+ gross square feet globally.◦More than $13.5 billion of capital invested in capacity, new markets and acquisitions since 1998.◦Equinix delivered uptime of 99.9999% across its footprint in 2016.•Interconnection◦More than 1,400 networks and approximately 230,000+ cross connects in Equinix sites.◦Equinix provides less than 10 milliseconds latency to the majority of the global markets in North America, Europe, Latin America and Asia-Pacific.____________________(1) All metrics in this Annual Report on Form 10-K are as of December 31, 20163Table of Contents◦Equinix enables its customers to leverage an Interconnection Oriented ArchitectureTM (IOATM) strategy - a proven and repeatableengagement model that both enterprises and service providers can leverage to directly and securely connect people, locations, clouds anddata - by deploying IT infrastructures on Platform EquinixTM.•Partners, Customers and Prospects◦Equinix sites house a blue-chip customer base of 8,500+ 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 8,500+ potential partners to deploy world-class solutions.Equinix 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. Rather than selling a particular network, we offer customers direct interconnection to anaggregation of bandwidth providers. The providers in our sites include the world’s top carriers, mobile providers, internet service providers (ISPs), broadbandaccess networks (DSL / cable) and international carriers. Our 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, China Mobile, Comcast, Level 3 Communications, Lycamobile, NTT Communications,SingTel Ltd., Syniverse Technologies, T-Mobile, TATA Communications, Verizon)•Cloud and IT Services (Amazon Web Services, Box Inc., Google Cloud Platform, Carpathia Hosting Inc., NetApp, Microsoft Azure, Office 365,Salesforce.com, SoftLayer, Cisco Systems Inc., Oracle Cloud, Datapipe, CloudSigma, VMware vCloud Air, Workday, Inc.)•Content Providers (Brightroll, eBay, ContentBridge, DIRECTV, Hulu, LinkedIn, Netflix, Priceline.com)•Enterprise (Anheuser-Busch, InBev, Bechtel, BMC Software, Burger King Corporation, Caterpillar, Inc., CDM Smith, Chevron, GE, Harper CollinsPublishers, Ingram Micro)•Financial Companies (ACTIV Financial, Bloomberg, Chicago Board Options Exchange, DirectEdge, Quantlab Financial, NASDAQ, OMX GroupInc., NYSE Technologies, Thomson Reuters)Equinix generates revenue by providing colocation and related interconnection and managed IT infrastructure offerings on a global platform of 150 IBXdata centers.•Colocation offerings include operations space, storage space, cabinets and power for customers’ colocation needs inside Equinix's IBX data centers.•Interconnection offerings include:◦Equinix Cloud Exchange™, which enables simultaneous, direct and secure connections to multiple clouds from a single port.◦Equinix Performance Hub™, which takes enterprise IT inside any one of our global data centers, bringing our customers closer to their endusers for improved network reliability, performance and security.◦Equinix Data HubTM, which enables secure, compliant, efficient access to business-critical data and analytics wherever users are locatedaround the globe.•Equinix also offers cross connects, as well as switch ports, on the Equinix Internet Exchange. These offerings provide scalable and reliableconnectivity that allows customers to exchange traffic directly and securely with the service provider of their choice or with each other, creating aperformance optimized business ecosystem for the exchange of data between strategic partners, and collaboration and innovation opportunities thatwere not previously possible.•Managed IT infrastructure services are offered in a few regional markets where customers typically have higher support needs. These services allowcustomers to leverage Equinix’s technical and local market expertise.•Equinix Professional Services guide customers though complex IT infrastructure changes and hybrid and multi-cloud deployments quickly andsecurely, while delivering continuous and reliable technical support. Equinix Professional Services for Cloud provides expert consulting to ourcustomers to optimize cloud migrations, matching service providers and architectures to individual business needs.4Table of ContentsThe market for Equinix’s offerings has previously 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 sizable, wholesale, outsourced data centers is also being addressed by providers that build large data centers to meet customerneeds for standalone data centers. This is a different customer segment than Equinix serves.The increasing cost and complexity of the power and cooling requirements of today’s data center equipment has enabled Equinix to attract manycustomers who have outgrown their existing data centers, or who 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 expand our footprint andofferings. We will also continue to leverage our worldwide reach and depth to differentiate Equinix based upon our ability to support truly global customerrequirements in all our markets.Equinix is benefiting from a growth in demand for data center and interconnection offerings. Several factors contribute to this growth in demand,including:•The growth of “proximity communities” that rely on immediate physical colocation and interconnection with their strategic partners and customers,such as financial exchange ecosystems for electronic trading and settlement, media and content provider ecosystems, and ecosystems for real-timebidding and fulfillment of internet advertising.•The adoption of cloud computing technology services, including the growth of hybrid/multi-clouds, enterprise cloud service offerings such asSoftware-as-a-Service (SaaS), Infrastructure-as-a-Service (IaaS) and Platform-as-a-Service (PaaS) and security 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, mobiledata, gaming, data-rich media, Ethernet and wireless services.•The increasing requirements for anytime, anywhere and any device interconnection out at the edge of the corporate network to improve theperformance, security, scalability and reliability of interconnecting people, locations, clouds and data.•Significant increases in power and cooling requirements for today’s data center equipment. New generations of servers continue to concentrateprocessing capability and the associated power consumption and cooling load into smaller footprints, and many legacy-built data centers are unableto accommodate these new power and cooling demands. The high capital costs associated with building and maintaining “in-sourced” data centerscreates 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 communicatewith each other through interconnection between these networks. For example, when a person sends an email to someone who uses a different provider for hisor her connectivity (e.g., Comcast versus Verizon), the email must pass from one network to the other to get to its final destination. Equinix provides aphysical 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 nonprofit organizations established places where these networks could exchange traffic, or peer, with each other. These pointswere known as network access points, or NAPs. Over time, many NAPs became a natural extension of carrier services and were run by such companies as MFS(now a part of Verizon Business), Sprint, Ameritech and Pacific Bell (the latter two are now part 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 among new players, and access to information anytime and anywhere became the norm. 5Table of ContentsTo accommodate internet traffic growth, the largest networks left the NAPs and began connecting and trading traffic by placing private circuits betweeneach other. Peering, which once occurred at the NAP locations, was moved to these private circuits. Over the years, these circuits became expensive to expandand could not be built quickly enough to accommodate traffic growth. This led to a need by the large carriers to find a more efficient way to peer. Today,many customers satisfy their requirements for peering through data center providers like Equinix because this strategy permits them to peer with the networksthey require within one location, using simple, direct and secure connections. Their ability to peer within a data center or across a data center campus, insteadof 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 collaborative landscape of the interconnected era imposesnew demands on connectivity. As enterprises become increasingly interdependent and cloud-enabled, they need real-time data exchange and reliable, instantconnections between the various corners of any given digital ecosystem to compete. Starting with the peering and network communities, interconnection hasbeen used for new network services, including carrier Ethernet, multiprotocol label switching (MPLS), virtual private networks (VPNs) and mobile services, inaddition to traditional international private line and voice services. The industry is working to keep up with the rapid digital transformation of today'sbusinesses, and it continues to evolve with a set of new offerings where interconnection is often used to solve the network-to-network and the cloud-to-cloudinterconnection 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 enterprise chief information officers (CIOs) to either outsource their data center requirements, and/or extend theircorporate wide area networks (WANs) into carrier-neutral colocation facilities. These trends include:•globalization•the proliferation of bandwidth intensive internet-facing applications and rich media content•the need to provide access to cloud computing environments•evolving Internet of Things (IoT) infrastructures•business continuity and disaster recovery options•tight corporate IT budgetsIndustry analysts forecast the compound annual growth rate of the global carrier neutral colocation market to be approximately 8% between 2016 and2020.Equinix Value PropositionMore than 8,500 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 business collaboration puts the interconnection inside Equinix at apremium. Equinix accelerates business performance by connecting companies to their customers, employees, and partners inside the world's mostinterconnected data centers. Equinix is the global interconnection platform for the world's leading businesses from a broad range of industries,including cloud, networks, finance, and media and entertainment. Inside Equinix, customers can interconnect across industries with the speed,security, reliability and scalability needed to compete and grow. Equinix is where opportunity connects.•Cloud access and expertise: Equinix is home to 2,500+ cloud and IT service providers and a variety of secure routes to the efficiencies, performanceand cost-savings of the cloud. Equinix Cloud Exchange offers on-demand access to multiple cloud providers from multiple networks, enablingcustomers to design scalable cloud services tailored to their needs at a given moment. Equinix Professional Services for Cloud experts enable ourcustomers to successfully deploy a mix of private, public, hybrid and multi-cloud environments to best fit their business and customer requirements.•Comprehensive global solution: With 150 IBX data centers in 41 markets in the Americas, EMEA and Asia-Pacific, Equinix offers a consistentglobal solution.•Premium data centers and expertise: Equinix IBX data centers feature advanced design, security, power and cooling elements to provide customerswith industry-leading reliability, including average uptime of 99.9999% globally in 2016. While others in the market have business models thatinclude additional offerings, Equinix is focused on colocation and interconnection as our core competencies. Equinix Professional Services offerspractical guidance and proven solutions to help you optimize and future-proof your data center architecture.•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 within6Table of Contentsa single location. This ecosystem model reduces costs and optimizes the performance of data exchange, compared to connecting to multiple partnersin disparate locations. As Equinix grows and attracts an ever-more diversified base of customers, the value of Equinix’s IBX data center offeringincreases.•Improved economics: Customers seeking to outsource their data center operations rather than build their own capital-intensive data centers enjoysignificant capital cost savings. Customers also benefit from improved economics because of the broad access to networks and clouds that Equinixprovides. Rather than purchasing costly local loops from multiple transit providers, customers can connect directly to more than 1,400 networks and2,500 cloud and IT service providers inside Equinix’s IBX data centers. According to a recent Forrester Total Economic ImpactTM of EquinixInterconnection Solutions report, an enterprise that leverages Equinix colocation and interconnection solutions and services could realize a 300%return on investment in three years (risk-adjusted results), with a 4.2 months payback.•Leading interconnection insight: After more than 18 years in the industry, Equinix has a specialized staff of industry experts, professional servicesspecialists and solutions architects who helped build and shape the interconnection infrastructure of the internet, and who are now positioned to dothe same for digital businesses. This specialization and industry knowledge base offers customers unique expertise and the competitive advantageneeded to compete in the global digital economy.•Lasting sustainability: Energy efficiency and environmental sustainability are part of everything we do, whether we're building new data centers orupgrading existing facilities. We have committed to design, build and operate our data centers with high energy efficiency standards, and we have along term goal of using 100% clean and renewable energy across our global platform.Our StrategyOur objective is to expand our global leadership position as the premier network- and cloud-neutral data center platform for enterprises, cloud and ITservices providers, media and content companies, financial services firms, IoT providers, and network and mobile services providers. The following are keycomponents of our strategy: Improve customer performance through interconnection. To succeed in today’s digital economy, enterprises around the globe must adoptinterconnected, on-demand digital IT architectures. The business connections forged in Equinix data centers through the power of interconnection are vitalto accelerating our customers' businesses. To help companies understand, deploy and benefit from interconnection, Equinix created a blueprint for becomingan interconnected enterprise - the Interconnection Oriented ArchitectureTM (IOATM). Based on work with more than 170 Fortune 500 customers, an IOA is aproven and repeatable engagement model that both enterprises and solution providers can leverage to directly and securely connect people, locations, cloudsand data. An IOA strategy shifts the fundamental IT delivery architecture from siloed and centralized to interconnected and distributed. Since theintroduction of its IOA strategy, Equinix has created an "IOA Playbook" and "IOA Knowledge Base," which were developed from our aggregated learningsacross more than 600 Equinix customer (enterprise and service provider) deployments. These tools are offered online at no charge to any organization andprovide four fundamental, repeatable steps that organizations can take to deploy an IOA strategy across common digital workloads and offer applicationblueprints for networks, security, data and applications.When combined with Equinix's critical mass of premier network and cloud providers and content companies, the increasing rate of adoption of an IOAstrategy by the world's enterprise companies enables Equinix to extend its leadership as one of the core interconnection hubs of the information-driven,digital world. The density of providers inside Equinix is a key selling point for companies looking to connect with a diverse set of networks and deliver thebest connectivity to their end customers out at the edge of the corporate network as well as network companies that want to sell bandwidth to companies andefficiently interconnect with other networks. Equinix currently houses more than 1,400 unique networks, including the top-tier networks, allowing itscustomers to directly interconnect with providers that best meet their unique price and performance needs. We have a growing mass of key players in cloudand IT services (Accenture, Amazon Web Services, AT&T, Google Cloud Platform, Microsoft Azure and Office 365, Oracle Cloud, Salesforce.com, SoftLayer,VMware vCloud Air), and in the enterprise and financial sectors (Bechtel, Bloomberg, Chicago Board of Trade, The GAP, McGraw-Hill, etc.). We expectthese segments will continue to grow as they seek to leverage our density of network providers and interconnect directly with each other to improveperformance.Streamline ease of doing business globally. Customers say data center reliability, power availability and network choice are the most importantattributes they consider when 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.In 2016, more than half of our revenue came from customers with deployments in all three of our global regions, and we expect seamless global solutionsto become increasingly important data center selection criteria as globalization continues. We continue to focus on strategic acquisitions to expand ourmarket coverage and on global product standardization, pricing and contracts harmonization initiatives to meet these global demands.7Table of Contents Deepen existing ecosystems and develop new ones. As various enterprises and service and content providers locate in our IBX data centers, it benefitstheir suppliers and business partners to do the same and gain the full economic and performance benefits of direct interconnection for their businessecosystems. These partners, in turn, pull in their business partners, creating a “network effect” of customer adoption. Our interconnection offerings enablescalable, secure, reliable and cost-effective interconnectivity and optimized traffic exchange, which lowers overall costs and increases flexibility. The abilityto directly interconnect with a wide variety of companies is a key differentiator for us and enables companies to create new opportunities within uniqueecosystems by working together. We also have efficient and innovative internet and cloud exchange platforms in our IBX sites to accelerate commercialgrowth within the ecosystems via the 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 prime collaboration opportunities within and across ecosystems.We have identified these segments today as cloud services, content and digital media, financial services, enterprises, IT services, and network and mobileservice providers. As digital business evolves, we will continue to identify and focus our go-to-market efforts on industry segments that need our valueproposition.Accelerate global reach and scale. We continue to evaluate expansion opportunities in select markets based on customer demand. In January 2016, weclosed the TelecityGroup acquisition in Europe, expanding Equinix's global interconnection platform to 150 data centers in 41 metros. In December 2016,we announced the signing of a definitive agreement to acquire a portfolio of Verizon’s data centers in 24 sites, consisting of 29 data center buildings across15 metro areas. This strategic acquisition will further strengthen our global platform by increasing interconnection in the U.S. and Latin America andaccelerate Equinix's penetration of the enterprise and strategic market sectors, including government and energy. In 2016, we also added capacity across ourglobal footprint by opening TY5, our fifth IBX in Tokyo and SY4, our fourth IBX in Sydney. We have also opened AD1, our first IBX in Abu Dhabi, DX2,our second IBX in Dubai, LD10, our sixth IBX in London, and SP3, our third data center in São Paulo, in Q1 2017. At the close of the Verizon data centeracquisition, expected in mid-2017, Equinix's total global footprint is expected to be 179 data centers in 43 markets and approximately 17 million grosssquare feet across the Americas, Europe and Asia-Pacific.We expect to continue to execute our expansion strategy in a cost-effective and disciplined manner through a combination of acquiring existing datacenters through lease or purchase, acquiring or investing in local data center operators, and building new IBX data centers based on key criteria, such asdemand and potential 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, 2016, we had more than 8,500 customers worldwide.Customers in our five key customer categories include the following:Cloud and IT ServicesContent ProvidersEnterpriseFinancial CompaniesNetwork and Mobile ServicesAmazon Web ServicesBox Inc.Carpathia Hosting Inc.Cisco Systems Inc.CloudSigmaDatapipeMicrosoft Azure and Office365 NetAppOracleSalesforce.comSoftLayerVMware vCloud Air Workday,Inc.BrightrollContentBridgeDIRECTVeBayHuluLinkedInNetflixPriceline.comAnheuser-Busch InBevBechtelBMC Software Burger KingCorporationCaterpillar, Inc.CDM SmithChevronGEHarper Collins PublishersIngram MicroACTIV FinancialBloombergChicago Board OptionsExchange DirectEdgeQuantlab FinancialNASDAQOMX Group Inc. NYSETechnologies ThomsonReutersAT&TBritish TelecomChina Mobile ComcastLevel 3 CommunicationsLycamobileNTT Communications SingTelLtd.Syniverse TechnologiesT-MobileTATA Communications VerizonCustomers typically sign renewable contracts of one or more years in length. Our largest customer accounted for approximately 3% of our recurringrevenues for the periods ended December 31, 2016 and 2015, and 2% of our recurring revenues for the period ended December 31, 2014. Our 50 largestcustomers accounted for approximately 36%, 34% and 36% of our recurring revenues for the years ended December 31, 2016, 2015 and 2014, respectively.8Table of ContentsOur Offerings Equinix provides a choice of data center offerings primarily comprised of colocation, interconnection solutions, bundled offers and professionalservices. Colocation and Related OfferingsOur IBX data centers provide our customers with secure, reliable and robust environments that are necessary for optimum internet commerceinterconnection. 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 infrastructure systems.Some specifications of offerings provided by individual IBX data centers may differ based on original facility design or market.Within our IBX data centers, customers can deploy 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 of ourshared or private cages or customize their space. In certain select markets, customers can purchase their own private “suite” which is walled off from the rest ofthe data center. As customers’ colocation requirements increase, they can expand within their original cage (or suite) or upgrade into a cage that meets theirexpanded requirements. Customers buy the hardware they place in our IBX data centers directly from their chosen vendors. Cabinets (or suites) are pricedwith 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. Power is priced with an initial installation fee and an ongoing recurring monthlycharge. We also offer metered power in certain markets.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 Solutions Our interconnection solutions enable high-performance, secure, scalable, reliable and cost-effective interconnection and traffic exchange betweenEquinix customers. These interconnection solutions are either on a one-to-one basis with direct cross connects or one-to-many through one of our Equinixexchange solutions. In the peering community, we play an important industry leadership role by acting as the relationship broker between parties who wouldlike to interconnect within our IBX data centers. Our staff holds or has held significant positions in many leading industry groups, such as the NorthAmerican Network Operators’ Group (NANOG) and the Internet Engineering Task Force (IETF). Members of our staff have published industry-recognizedwhite papers and strategy documents in the areas of peering and interconnection, many of which are used by other institutions worldwide in furthering theeducation and promotion of this important set of solutions. We expect to continue to develop additional solutions related to traffic exchange that will allowour customers to leverage the critical mass of networks, cloud services providers, and many important financial services and e-commerce industry leaders nowavailable in our IBX data centers. Our current interconnection 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.Equinix Internet Exchange™. Customers may choose to connect to and peer through the central switching fabric of our Equinix Internet Exchange,rather than purchase a direct physical cross connection. With a connection to this switch, a customer can aggregate multiple interconnects over one physicalconnection with multiple, linked 100-gigabit ports of capacity, instead of purchasing individual physical cross connects. The offering is priced per IBX datacenter with an initial installation fee and an ongoing monthly recurring charge.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 seamlessly9Table of Contentsinterconnect between IBX data centers at capacities up to 100 Gigabits per second level. Metro Connect offerings are priced with an initial installation feeand an ongoing monthly recurring charge dependent 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 bandwidth services.Although many large customers prefer to contract directly with carriers, we offer customers the ability to contract for these services through us from any of themajor bandwidth providers in that data center. This service is targeted to customers who require a single bill and a single point of support for their entirecontract through Equinix for their bandwidth needs. Internet connectivity services are priced with an initial installation fee and an ongoing monthlyrecurring charge based on the amount of bandwidth committed.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 allows businesses to connect to many participants (clouds, networks, enterprisecustomers) over a single physical port, enabling dynamic bandwidth allocation among various parties. The Equinix Cloud Exchange Portal and APIssimplify the process of provisioning and managing connections to multiple cloud services and networks. Equinix Cloud Exchange offerings are priced withan 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, easily deploy a private cloud, and lay thefoundation of a hybrid cloud. Performance Hub solutions are extensions of a company’s IT network that reside within Equinix data centers. An EquinixPerformance Hub places corporate IT resources near large user populations in IBX data centers connected to many networks and clouds. Performance Hubsolutions can be implemented gradually, without closing or moving out of existing data centers. This distributed, connectivity-driven approach to datacenter computing has been proven by Gartner, 451 Group, and many enterprise customers to provide dramatic benefits in application and networkperformance, as well as in business and IT agility. The Performance Hub offering is priced per IBX data center with an initial installation fee and an ongoingrecurring monthly charge.Equinix Data Hub™Equinix Data Hub is an extension of the Equinix Performance Hub™ framework and is a data center solution that addresses enterprise demands for real-time analytics, IoT, data collection and data protection. Data Hub empowers organizations to build a globally optimized data platform located in strategicdata centers around the world and maintain full control over business-critical data for any and all security and compliance demands. Data Hub use casesinclude: cloud integrated tiered storage, big data analytics infrastructures and data protection and replication. The Data Hub offering is priced per IBX datacenter with an initial installation fee and an ongoing recurring monthly charge.Equinix Professional ServicesExponential increases in data traffic and growing demand for interconnection mean pressure on companies to stay competitive. They need a partner withdeep knowledge of the global terrain and trends so they can maximize new technology and information and meet the needs of dispersed and demanding endusers. Equinix Professional Services are uniquely positioned to be that partner. Equinix experts help companies tap the resources and opportunities forinnovation available on a global platform of 8,500+ companies in 41 markets, including more than 1,400 network service providers and 2,500 cloud and ITservices providers. Our consultants have the know-how and experience to help customers introduce new service offerings, optimize IT architectures, simplifyhybrid and multi-cloud migrations and stay up-and-running. Equinix professional services are priced at the project level and include:Cloud Consulting Services. Migration to a hybrid or multi-cloud environment comes with uncertainty, but it’s also become essential: The cloud’s costadvantages and flexibility are too critical to forego in an era of rising electronic collaboration and user expectations. Equinix's Professional Services forCloud, are designed to take the mystery out of cloud migration with a detailed assessment, design and implementation process that gives customers a faster,smoother path to the cloud. The 2,500 cloud and IT service providers and 1,400 network service providers within Equinix's network help our experts tailorcloud deployments to individual business needs and maximize their cloud performance, savings and security while ensuring future resilience and agility.Network and IOA Transformation Services. Digital transformation creates new revenue streams from information about an organizations’ physicaloperations, it also creates congestion and performance issues for an organization’s legacy network. The10Table of Contentsgrowth in data, applications and locations that must be served by a digital enterprise, plus the reduction in latency required by real-time applications all putenormous stress on legacy IT infrastructure. Equinix’s Professional Services for network and IOA transformation helps companies plan and build their futurenetwork and infrastructure architecture, ready for the challenges of digital business today and tomorrow.Global Solutions Architects™Equinix Global Solutions Architects (GSAs) are industry experts, innovators and thought leaders, committed to helping companies deploy their ITinfrastructures in ways that best serve their business needs and fully exploit the advantages offered by Equinix’s global interconnection platform. Equinix’sGSAs have decades of combined experience in cloud deployments, facility operations, business analytics and network design and operations. They work asextensions of our customers’ IT and technology teams, helping efficiently deploy high-performance solutions, advising them on service provider choices,and designing IT architectures that help them reach today’s goals and anticipate tomorrow’s requirements.Solution Validation Centers™Equinix Solution Validation Centers (SVCs) are state-of-the-art facilities that allow customers to test and fine-tune their IT infrastructure, network, cloudand data center rollouts in a real-world environment before full build-out and deployment. Customers can measure how their applications perform whenmoved off legacy systems, spot and address unforeseen technical barriers, and optimize various infrastructure components, network connections andapplications. Our SVCs operate in 18 strategic markets globally, helping companies reduce risk and maximize their IT investments.Smart Hands Services™The Equinix Smart Hands service enables customers to use our highly trained IBX data center personnel to act as their hands (or eyes and ears) when theirown staff can’t be on-site. Smart Hands technicians offer a range of services, from routine equipment inventory and labeling to more complex installationsand configuring. Smart Hands technicians also provide technical assistance and troubleshooting services.Equinix Customer PortalThe Equinix Customer Portal offers all-day, every day access to our customer care personnel, so customers can report problems, schedule shipments ororder Smart Hands services at any time of the day or night. Equinix conducts a significant portion of its transactions with its customers via this portal.Business Continuity Trading RoomsTrading infrastructure is mission-critical for financial firms worldwide, and our Business Continuity Trading Rooms (BCTRs) ensure that trading doesn’tstop, even if primary operations are knocked off-line or disabled. A BCTR backs up our customers’ trading operations in one of our secure data centerfacilities, right down to telephone services and multiple desktop monitors. BCTR offerings are protected with backup generators and uninterruptible powersupply to guarantee reliability and deliver peace of mind.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 Ashburn, Boston, Chicago, Los Angeles, New York, Rio de Janeiro, São Paulo, Silicon Valley and Toronto. Our EMEA salesoffices are located in Amsterdam, Dubai, Dublin, Dusseldorf, Enschede, Frankfurt, Geneva, Helsinki, London, Manchester, Milan, Munich, Paris, Sofia,Stockholm, Warsaw and Zurich. Our Asia-Pacific sales offices are located in Beijing, Hong Kong, Jakarta, Osaka, Seoul, Shanghai, Singapore, Sydney,Melbourne and 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,11Table of Contentssuppliers and business partners, in turn, encourage their business partners to locate in our IBX data centers, resulting in additional customer growth. Thisnetwork effect significantly reduces our new customer acquisition costs. In addition, large network providers, cloud providers or managed service providersmay refer customers to Equinix as a part of their total customer solution. Equinix also focuses the selling by our vertical sales specialists on supportingspecific industry requirements for network, mobile, and media and content providers, financial services, cloud computing, systems integrators and enterprisecustomer segments.The Equinix channel program adds an ecosystem of leading system integrators and service providers, from managed to network to cloud services. Theyhelp our customers design and deploy the right cloud and IT solutions enterprises need to reach their customers, employees and supply chains. Our channelpartners understand how to leverage and integrate the advantages of the Platform Equinix™ global footprint, high performance connectivity options andglobal supply-chain ecosystems to deliver solutions that precisely meet our customers’ performance, reliability and cost requirements.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, enterprise IT, 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, external blog and social media channels, by sponsoring or leading industry technical forums, by participating in internet industry standard-settingbodies and through advertising and online campaigns. We continue to develop and host industry educational forums focused on peering technologies andpractices 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 multi-tenant internet datacenter facilities, such as those operated by Equinix. We believe that the outsourcing trend is likely to accelerate in the coming years. It is estimated thatEquinix is one of more than 650 companies that provide internet data center offerings around the world, ranging in size from firms with a single data center ina 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 center spaceis 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.Providers in addition to Equinix that offer colocation both globally and locally include firms such as AT&T, COLT, and NTT.Carrier-Neutral Colocation ProvidersIn addition to data center space and power, colocation providers also offer interconnection. Some of these providers, known as network or carrier-neutralcolocation providers, can offer customers the choice of hundreds of network service providers or ISPs to choose from. Typically, customers useinterconnection to buy internet connectivity, 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, such as New York, Ashburn, Va., London,Amsterdam, Singapore and12Table of ContentsHong Kong. 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.Providers in addition to Equinix that we believe could be defined as offering carrier-neutral colocation include CoreSite, Digital Realty Trust, GlobalSwitch, Interxion and Telehouse.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 colocation providers. These data centers primarilyprovide space and power without additional services like technicians, remote hands services or network monitoring (although other tenants might offer suchservices).Sample wholesale data center providers include Digital Realty Trust, DuPont Fabros Technology, e-Shelter and Global Switch.Managed Hosting ProvidersManaged 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, customapplications, helpdesk, messaging, databases, disaster recovery, managed storage, managed virtualization, managed security, managed networks and systemsmonitoring. 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 hosting providers include: AT&T, CenturyLink, NaviSite, Rackspace, SunGard and Verizon Business.Unlike 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 17 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.13Table of ContentsEmployeesWe had 5,993 employees as of December 31, 2016. We had 2,510 employees based in the Americas, 2,063 employees based in EMEA and 1,420employees based in Asia-Pacific. Of those employees, 2,827 employees were in engineering and operations, 1,177 employees were in sales and marketing and1,989 employees were in management, finance and administration.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.14Table of ContentsITEM 1A.RISK FACTORSIn addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business and us:Risks Related to the Acquisition and Integration of the Verizon Assets.Consummation of the Verizon Asset Purchase is subject to the satisfaction of certain conditions which, if not satisfied, may result in the Verizon AssetPurchase not proceeding.On December 6, 2016, we entered into a transaction agreement with Verizon, pursuant to which we agreed to acquire Verizon’s colocation servicesbusiness at 24 data center sites (the “Business”), for a cash purchase price of approximately $3.6 billion (the “Verizon Asset Purchase”). We expect to fundthe Verizon Asset Purchase with a combination of cash on hand and the proceeds of debt and equity financings. The completion of the Verizon AssetPurchase is subject to closing conditions, including:•the absence of any injunction, law or order that makes unlawful the consummation of the Verizon Asset Purchase;•the material accuracy of the representations and warranties of, and the material compliance with covenants by, the other party; and•the delivery of required closing documents.Our obligation to consummate the Verizon Asset Purchase is also conditioned on, among other things:•the absence of any pending or threatened proceeding brought by a governmental authority pursuant to applicable antitrust laws that seeks to enjoinor preclude the closing of the Verizon Asset Purchase or seeks to impose certain restrictions on us or the Business; and•no material adverse effect having occurred with respect to the Business.Although we believe that the conditions will be satisfied, it is possible that the parties may not satisfy these conditions, or that they may not be satisfiedby September 6, 2017 (the “End Date”), provided that the End Date may be extended to December 6, 2017 in certain circumstances, or that they may only besatisfied subject to certain conditions or undertakings which may not be acceptable.We cannot provide any assurance that the Verizon Asset Purchase will be completed, or that there will not be a delay in the completion of the VerizonAsset Purchase. Any delay could, among other things, result in additional transaction costs, loss of revenue or other negative effects resulting fromuncertainty about completion of the Verizon Asset Purchase.Additionally, either party may terminate the Verizon Asset Purchase transaction agreement upon a breach by the other party of any representation,warranty or covenant made by such breaching party in the transaction agreement, such that the applicable condition to closing is not satisfied and suchbreach is not cured by the earlier of 30 days after written notice or the End Date. The transaction agreement also provides that upon termination of theVerizon Asset Purchase transaction agreement under specified antitrust-related circumstances, we will pay to Verizon a termination fee of up to $200million. We also have a $2 billion bridge loan commitment to complete the Verizon Asset Purchase that we intend to replace with permanent financing prior tothe closing. If we are unable to secure alternative financing, the terms of the bridge loan would be more costly than our existing debt obligations.If the Verizon Asset Purchase does not proceed or is materially delayed for any reason, the price of our common stock may be adversely impacted and wewill not recognize the anticipated benefits of the Verizon Asset Purchase.We expect to incur significant transaction and acquisition-related integration costs in connection with the consummation of the Verizon Asset Purchase.We expect to incur significant costs in connection with consummating the Verizon Asset Purchase and integrating the Verizon assets into Equinix.However, the actual costs incurred may exceed those estimated and there may be further unanticipated costs and the assumption of known and unknownliabilities. While we have assumed that we will incur transaction and integration expenses, there are factors beyond our control that could affect the totalamount or the timing of such expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Inaddition, under the transaction agreement, Verizon will contribute specified assets and liabilities of the acquired business to newly formed entities, and wewill acquire the equity interests of such entities. However, the contributed assets may not be sufficient to operate all aspects of the acquired business.Accordingly, we may have to use assets or resources from our existing business or acquire additional assets in order to operate the acquired business.15Table of ContentsAs a result, the transaction and integration expenses associated with the Verizon Asset Purchase could, particularly in the near term, exceed the costsavings that we expect to achieve from the streamlining of operations following the completion of the Verizon Asset Purchase.The anticipated benefits of the Verizon Asset Purchase may not be realized fully and may take longer to realize than expected and there will benumerous challenges associated with integration.The success of the Verizon Asset Purchase will depend, in part, on our ability to successfully integrate the Verizon assets into our business, and realizethe anticipated benefits, including synergies and cost savings, from the acquisition. If we are unable to achieve these objectives within the anticipated timeframe, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected and the value of our common stock maybe adversely affected.We will incur significant transaction-related costs in connection with the Verizon Asset Purchase and the integration process. We may encounter materialchallenges in connection with this integration process, including from, without limitation:•retaining relationships with key customers, landlords and suppliers of the acquired business, some of which may terminate their contracts with theacquired business as a result of the Verizon Asset Purchase or which may attempt to negotiate changes in their current or future businessrelationships with us;•expanding our relationships with U.S. government customers, which will subject us to complex regulatory and compliance requirements and riskswith which we have limited experience;•integrating or migrating IT systems, which may create a risk of errors or performance problems and could affect our ability to meet customer servicelevel obligations;•our reliance on transition services from Verizon to operate the acquired business, and our need to develop sustainable alternative arrangements uponexpiration or interruption of those transition services;•the diversion of management’s attention from ongoing business concerns and performance shortfalls at Equinix as a result of the devotion ofmanagement’s attention to the Verizon Asset Purchase;•managing a larger company;•integrating two unique corporate cultures, which may prove to be challenging;•retaining key employees, who may experience uncertainty associated with the Verizon Asset Purchase and who may depart before or after theVerizon Asset Purchase because of issues relating to the uncertainty and difficulty of the integration or a desire not to remain with us following theVerizon Asset Purchase; and•unforeseen expenses or delays associated with the Verizon Asset Purchase.Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenuesand diversion of management’s time and energy, which could materially impact our business, financial condition and results of operations.Our business, financial condition and results of operations may be adversely affected following consummation of the Verizon Asset Purchase if we arenot able to obtain requisite consents or enter into certain agreements.Pursuant to the transaction agreement, Verizon has agreed to use its commercially reasonable efforts until 12 months following the consummation of theVerizon Asset Purchase to obtain any consents from customers, landlords, and other third parties that may be necessary in connection with the Verizon AssetPurchase, or to amend its agreements with such third parties so that we will be entitled to the rights and benefits currently enjoyed by Verizon under suchagreements on substantially the same terms as then in effect. To the extent that we or Verizon are not able to obtain such consents, we may not be able torealize the anticipated benefits of the Verizon Asset Purchase.We would incur adverse tax consequences if the Verizon Asset Purchase causes us to fail to qualify as a REIT for U.S. federal income tax purposes.We believe that, following the Verizon Asset Purchase, we will integrate Verizon’s assets and operations in a manner that will allow us to timely satisfythe REIT income, asset, and distribution tests applicable to us. However, if we fail to do so, we could jeopardize or lose our qualification for taxation as aREIT, particularly if we were ineligible to utilize relief provisions set forth in the Internal Revenue Code (the "Code").Risks Related to Our Taxation as a REITWe may not remain qualified for taxation as a REIT.We have elected to be taxed as a REIT for federal income tax purposes beginning with our 2015 taxable year. We believe that our organization andmethod of operation comply with the rules and regulations promulgated under the Code such that we will16Table of Contentscontinue to qualify for taxation as a REIT. However, we cannot assure you that we have qualified for taxation as a REIT or that we will remain so qualified.Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Code to our operations as well as variousfactual determinations concerning matters and circumstances not entirely within our control. There are also limited judicial or administrative interpretationsof applicable REIT provisions.If, in any taxable year, we fail to remain qualified 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 corporate taxrates; and•we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify as a REIT.Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes.As a REIT, failure to make required distributions would subject us to federal corporate income tax.We paid quarterly distributions in 2016. The amount, timing and form of any future distributions will be determined, and will be subject to adjustment,by our Board of Directors. To remain qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income(determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstance, the following year, to ourstockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of ourestimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. Inaddition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt ofincome and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductibleexpenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, the creation of reserves orrequired 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.Due to the size and timing of future distributions, including any distributions made to satisfy REIT distribution requirements, we may need to borrowfunds or raise equity, even if the then-prevailing market conditions are not favorable for these borrowings 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 alternative sourcesof capital, our then-existing leverage, our need for additional capital, market conditions and other factors beyond our control. If we raise additional fundsthrough the issuance of equity securities or debt convertible into equity securities, the percentage of stock ownership by our existing stockholders may bereduced. In addition, new equity securities or convertible debt securities could have rights, preferences and privileges senior to those of our currentstockholders, which could substantially decrease the value of our securities owned by them. Depending on the share price we are able to obtain, we may haveto sell a significant number of shares in order to raise the capital we deem necessary to execute our long-term strategy, and our stockholders may experiencedilution 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 tax lawsare constantly under review by persons involved in the legislative process, the IRS, the U.S. Department17Table of Contentsof 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, some of these changes could have a more significant impact on us as compared to other REITs due to the nature of ourbusiness and our substantial use of taxable REIT subsidiaries (“TRSs”). We cannot predict with certainty whether, when, in what forms, or with what effectivedates, the tax laws, regulations and administrative interpretations applicable to us may be changed.Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.To remain qualified for taxation as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, the sources of ourincome, the nature and diversification of our assets and the amounts we distribute to our stockholders. For example, under the Code, no more than 25% (20%from and after our 2018 taxable year) of the value of the assets of a REIT may be represented by securities of one or more TRSs. Similar rules apply to othernonqualifying assets. These limitations may affect our ability to make large investments in other non-REIT qualifying operations or assets. In addition, inorder to maintain our qualification for taxation as a REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to thedividends paid deduction and excluding any net capital gains. Even if we maintain our qualification for taxation as a REIT, we will be subject to U.S. federalincome tax at regular corporate tax rates for our undistributed REIT taxable income, as well as U.S. federal income tax at regular corporate tax rates forincome recognized by our TRSs. Because of these distribution requirements, we will likely not be able to fund future capital needs and investments fromoperating cash flow. As such, compliance with REIT tests may hinder our ability to make certain attractive investments, including the purchase of significantnonqualifying assets and the material expansion of non-real estate activities.As 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 qualification for taxation as a REIT.In particular, at least 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 grossincome may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSsmay be limited, and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs become highlyprofitable, we might become limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholderscommensurate with that profitability.In addition, a significant amount of our income and cash flows from our TRSs is generated from our international operations. In many cases, there arelocal 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 extensive use of TRSs, including for certain of our international operations, may cause us to fail to remain qualified for taxation as a REIT.The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally is not subject to the REIT incomedistribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment ofsignificant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value ofour securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, then we will fail to remain qualified fortaxation as a REIT. Beginning with our 2018 taxable year, if the accumulation of cash in our TRSs causes (1) the fair market value of our securities in ourTRSs to exceed 20% of the fair market value of our assets or (2) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed25% of the fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our TRSs are overseas,and a material change in foreign currency rates could also negatively impact our ability to remain qualified for taxation as a REIT.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.18Table of ContentsEven if we remain qualified for taxation as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, whichwill continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and assets, includingalternative minimum taxes, taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we couldin certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisionsunder the Code to maintain our qualification 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.We will also be subject to a federal corporate level tax at the highest regular corporate tax rate (currently 35%) on gain recognized from a sale of a REITasset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as (i) an asset that we held as of theeffective date of our REIT election, that is, January 1, 2015, or (ii) an asset that we or a QRS hold following the liquidation or other conversion of a formerTRS). This 35% tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REITasset (e.g., January 1, 2015 in the case of REIT assets we held at the time of our REIT conversion), to the extent of the built-in-gain based on the fair marketvalue of such asset on the date we first held the asset as a REIT asset.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 cause us to pay an additional taxable distribution to our stockholdersand an interest penalty to the IRS 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 remainqualified for taxation 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 REIT taxable 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 or fluctuations with respect to borrowings made or to be made by us to acquire or carry real estate assetsand income from certain currency hedging transactions related to our non-U.S. operations, as well as income from qualifying counteracting hedges, do notconstitute “gross income” for purposes of the REIT gross income tests. To the extent that we enter into other types of hedging transactions, the income fromthose transactions is likely to be treated as nonqualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limitour use of advantageous hedging techniques or implement those hedges through our TRSs, which we presently do. This increases the cost of our hedgingactivities because our TRSs are subject to tax on income or gains resulting from hedges entered into by them and may expose us to greater risks associatedwith changes in interest rates or exchange rates than we would otherwise want to bear. In addition, hedging losses in any of our TRSs may not provide any taxbenefit, except for being carried forward for possible use against future capital gain in the TRSs.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 income taxat preferential tax rates. Distributions payable by REITs, in contrast, generally are not eligible for the preferential tax rates. The preferential tax ratesapplicable to regular corporate distributions could cause investors that are individuals, trusts and estates to perceive investments in REITs to be relativelyless attractive than investments in the stock of non-REIT corporations that pay distributions, which could adversely affect the value of the stock of REITs,including our common stock.19Table of ContentsOur certificate of incorporation contains restrictions on the ownership and transfer of our stock, though they may not be successful in preserving ourqualification for taxation as a REIT.In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially orconstructively, by five or fewer individuals at any time during the last half of each taxable year other than the first year for which we elect to be taxed as aREIT. In addition, rents from “affiliated tenants” will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whetherdirectly or after application of attribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder fromowning, beneficially or constructively, 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 ornumber, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the“ownership limits” and we included them in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownershiprules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructivelyowned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class orseries of our stock) by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of therelevant ownership limits. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions mayresult in the shares being automatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownershiplimits, there can be no assurance that these provisions will be effective to prevent our qualification for taxation as a REIT from being jeopardized, includingunder the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor and enforce the ownership limits. If the restrictions inour certificate of incorporation are not effective and as a result we fail to satisfy the REIT tax rules described above, then absent an applicable reliefprovision, we will fail to remain qualified for taxation 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 numerous acquisitions. 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,particularly when multiple acquisitions and integrations are occurring at the same time;•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;•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 in connection with our acquisitions of Switch & DataFacilities Company, Inc. in 2010 and TelecityGroup in 2016;•the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;•the potential deterioration to our ability to access credit markets due to increased leverage;•the possibility that our customers may not accept either the existing equipment infrastructure or the “look-and-feel” of a new or different IBX datacenter;•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 a timelybasis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expectedfinancial 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;20Table of Contents•the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with newpartners, particularly in light of our desire to maintain our taxation 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;•the possibility that asset divestments may be required in order to obtain regulatory clearance for a transaction; 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, or other issues not discovered in the diligence process.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 expect costsrequired to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace with these potential acquisition andexpansion 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 maintaining qualification for taxation as a REIT.As of December 31, 2016, our total indebtedness was approximately $6.8 billion, our stockholders’ equity was $4.4 billion and our cash, cash equivalents,and investments totaled $761.9 million. In addition, as of December 31, 2016, we had approximately $1.4 billion of additional liquidity available to us fromour $1.5 billion revolving credit facility. Some of our debt contains covenants which 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, some of which are accounted for as operatingleases. As of December 31, 2016, our total minimum operating lease commitments under those lease agreements, excluding potential lease renewals, wasapproximately $1.6 billion, which represents off-balance sheet commitments.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;•increase the likelihood of negative outlook from our rating agencies;•make it more difficult for us to satisfy our obligations under our various debt instruments;•increase our cost of borrowing and even limit our ability to access additional debt to fund future growth;•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 common stock;•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.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 interest21Table of Contentsexpense relating to that refinanced indebtedness would increase. These risks could materially adversely affect our financial condition, cash flows and resultsof operations.Adverse global economic conditions and credit market uncertainty could adversely impact our business and financial condition.Adverse global economic conditions and uncertain conditions in the credit markets have created, and in the future may create, uncertainty andunpredictability and add risk to our future outlook. An uncertain global economy could also result in churn in our customer base, reductions in revenues fromour offerings, longer sales cycles, slower adoption of new technologies and increased price competition, adversely affecting our liquidity. The uncertaineconomic environment could also have an impact on our foreign exchange forward contracts if our counterparties’ credit deteriorates or they are otherwiseunable to perform their obligations. Finally, our ability to access the capital markets may be severely restricted at a time when we would like, or need, to doso which could have an impact on our flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.Recent political developments related to the U.K.’s referendum on membership in the EU could have a material adverse effect on our business.We currently have IBX data centers and employees located in the UK and other European jurisdictions. A referendum was held on June 23, 2016 in theUK to determine whether it should remain in or leave the European Union (the “EU”), the outcome of which was a vote in favor of leaving the EU (the“Brexit”). The Brexit has resulted in political and economic instability throughout Europe. There is considerable uncertainty surrounding the exit process,the extent of the UK’s future relationship with the EU, and the longer term impact of the Brexit on economic conditions in the UK and in the EU. Theongoing instability and uncertainty surrounding the Brexit in the near term, and the final terms reached regarding the Brexit, could have an adverse impacton our business and employees in EMEA and could adversely affect our financial condition and results of operations.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, 2016, 2015 and 2014, we recognized approximately 57%, 49% and 49%, respectively, of our revenues outside the U.S.We currently operate outside of the U.S. in Canada, Brazil, EMEA and Asia-Pacific.To date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantage forus. 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, we mayneed to adapt our key revenue-generating offerings and pricing to be competitive in those markets. In addition, we are currently undergoing expansions orevaluating expansion opportunities outside of the U.S. Undertaking and managing expansions in foreign jurisdictions may present unanticipated challengesto 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.22Table of ContentsViolations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct ofour business. Any such violations could include prohibitions on our ability to offer our offerings in one or more countries, could delay or prevent potentialacquisitions, and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, ourbusiness and our operating results. Our success depends, in part, on our ability to anticipate and address these risks and manage these difficulties.Economic and political uncertainty in developing markets could adversely affect our revenue and earnings.We conduct business and are contemplating expansion, in developing markets with economies and governments that tend to be more volatile than thosein the U.S. and Western Europe. The risk of doing business in developing markets such as Brazil, China, Colombia, India, Indonesia, Russia, Turkey, theUnited Arab Emirates and other economically volatile areas could adversely affect our operations and earnings. Such risks include the financial instabilityamong customers in these regions, political instability, such as the recent governmental unrest in Turkey, fraud or corruption and other non-economic factorssuch as irregular trade flows that need to be managed successfully with the help of the local governments. In addition, commercial laws in some developingcountries can be vague, inconsistently administered and retroactively applied. If we are deemed not to be in compliance with applicable laws in developingcountries where we conduct business, our prospects and business in those countries could be harmed, which could then have a material adverse impact on ourresults of operations and financial position. Our failure to successfully manage economic, political and other risks relating to doing business in developingcountries and economically and politically volatile areas could adversely affect our business.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 cyber security, 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.The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.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;•increases in market interest rates and changes in other general market and economic conditions, including inflationary concerns;•changes to our capital allocation, tax planning or business strategy;•our qualification for taxation as a REIT and our declaration of distributions to our stockholders;•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. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distributionrate as a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distributionrate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affectthe market value of our common stock. Furthermore, companies that have experienced volatility in the market price of their23Table of Contentsstock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us couldresult in substantial costs and/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, are and will continue to be a substantial burden on our cash flow and may decrease our cash balances. Additional debt or equityfinancing may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain additional debt and/or equityfinancing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect ourresults of operations.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 revenues and costs in ourinternational operations are denominated in foreign currencies. Where our prices are denominated in U.S. dollars, our sales and revenues could be adverselyaffected by declines in foreign currencies relative to the U.S. dollar, thereby making our offerings more expensive in local currencies. We are also exposed torisks resulting from fluctuations in foreign currency exchange rates in connection with our international operations. To the extent we are paying contractorsin foreign currencies, our operations could cost more than anticipated as a result of declines in the U.S. dollar relative to foreign currencies. In addition,fluctuating foreign currency exchange rates have a direct impact on how our international results of operations 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. (although currently limited due to our taxation as a REIT) andmany foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. Although we believe that we haveadequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxeswill not be due upon audit of our tax returns or as a result of changes to the tax laws and interpretations thereof. The U.S. government as well as thegovernments of many of the countries in which we operate are actively discussing changes to the corporate recognition and taxation of worldwideincome. The nature and timing of any changes to each jurisdiction’s tax laws and the impact on our future tax liabilities cannot be predicted with anyaccuracy but could materially and adversely impact our results of operations and financial 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 has24Table of Contentsadequate carrier connections. As a result, we have a long sales cycle. Furthermore, we may devote significant time and resources in pursuing a particular saleor customer that does not result in revenue. We have also significantly expanded our sales force in recent years, and it will take time for these new hires tobecome fully productive.Delays due to the length of our sales cycle may materially and adversely affect our revenues and operating results, which could harm our ability to meetour 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 located inour IBX data centers and ensure our non-IBX offices remain operational. We own certain of our IBX data centers, but others are leased by us, and we rely onthe landlord for basic maintenance of our leased IBX data centers and office buildings. If such landlord has not maintained a leased property sufficiently, wemay be forced into an early exit from the center which could be disruptive to our business. Furthermore, we continue to acquire IBX data centers not built byus. If we discover that these buildings and their infrastructure assets are not in the condition we expected when they were acquired, we may be required toincur substantial additional costs to repair or upgrade the centers.Our office buildings and IBX data centers are subject to failure resulting from numerous factors, including:•human error;•equipment failure;•physical, electronic and cyber security 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 equipment damage.We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in our IBX datacenters could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Because our IBXdata centers are critical to many of our customers’ businesses, service interruptions or significant equipment damage in our IBX data centers could also resultin lost profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractual limitations on ourliability 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 and we may decide to reachsettlements with affected customers irrespective of any such contractual limitations. In addition, any loss of service, equipment damage or inability to meetour service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retaincustomers, which would adversely affect both our ability to generate revenues and our operating 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.We are currently making significant investments in our back office information technology systems and processes. Difficulties from or disruptions tothese efforts may interrupt our normal operations and adversely affect our business and operating results.We have been investing heavily in our back office information technology systems and processes for a number of years and expect such investment tocontinue for the foreseeable future in support of our pursuit of global, scalable solutions across all geographies and functions that we operate in. Thesecontinuing investments include 1) ongoing improvements to the customer experience from initial quote to customer billing and our revenue recognitionprocess; 2) integration of recently-acquired operations such as Bit-isle and TelecityGroup and the forthcoming Verizon asset purchase onto our variousinformation technology systems; and 3) implementation of new tools and technology to either further streamline and automate processes, such as our fixedasset procure to disposal process, or to support our compliance with evolving U.S. GAAP, such as the new revenue accounting and25Table of Contentsleasing standards. As a result of our continued work on these projects, we may experience difficulties with our systems, management distraction andsignificant business disruptions. For example, difficulties with our systems may interrupt our ability to accept and deliver customer orders and may adverselyimpact our overall financial operations, including our accounts payable, accounts receivables, general ledger, fixed assets, revenue recognition, closeprocesses, internal financial controls and our ability to otherwise run and track our business. We may need to expend significant attention, time and resourcesto correct problems or find alternative sources for performing these functions. All of these changes to our financial systems also create an increased risk ofdeficiencies in our internal controls over financial reporting until such systems are stabilized. Such significant investments in our back office systems maytake longer to complete 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 animpairment charge if we decide that portions of these projects will not ultimately benefit the company or are de-scoped. Finally, the collective impact ofthese changes to our business has placed significant demands on impacted employees across multiple functions, increasing the risk of errors and controldeficiencies in our financial statements, distraction from the effective operation of our business and difficulty in attracting and retaining employees. Anysuch difficulties or disruptions may adversely affect our business and operating results.Inadequate external and internal information, including budget and planning data, could prove to be inaccurate and lead to inaccurate financialforecasts and inappropriate financial decisions.Our financial forecasts are dependent on estimates and assumptions including budget and planning data, market growth, foreign exchange rates, ourability to remain qualified as a REIT, and our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, make acquisitions, paydividends, and meet our debt obligations. Our financial projections are based on historical experience and on various other assumptions that our managementbelieves to be reasonable under the circumstances and at the time they are made. However, if our external and internal information is inadequate, our actualresults may differ materially from our forecasts and cause us to make inappropriate financial decisions. Any material variation between our financial forecastsand our actual results may also adversely affect the our future profitability, stock price and stockholder confidence.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 of insurance,the limits and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industry standards.Our insurance policies contain industry standard exclusions for events such as war and nuclear reaction. We purchase minimal levels of earthquake insurancefor certain of our IBX data centers, but for most of our data centers, including many in California, we have elected to self-insure. The earthquake and floodinsurance that we do purchase would be subject to high deductibles. Any of the limits of insurance that we purchase, including those for cyber risks, couldprove to be inadequate, 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 acquire suitableland, with or without structures, to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or being contemplated,in many of our markets. Any related construction requires us to carefully select and rely on the experience of one or more designers, general contractors, andassociated subcontractors during the design and construction process. Should a designer, general contractor or significant subcontractor experience financialor other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or othernegative 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 centers, wemay provide interconnection solutions to connect these two centers. Should these solutions not provide the necessary reliability to sustain connection, thiscould 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 to thegeneration, storage, handling and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability,without regard to fault, for investigation and cleanup costs on current26Table of Contentsand former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operationsinvolve the use of hazardous substances and materials such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions and othermaterials. In addition, we lease, own or operate real property at which hazardous substances and regulated materials have been used in the past. At some ofour locations, hazardous substances or regulated materials are known to be present in soil or groundwater, and there may be additional unknown hazardoussubstances 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 earlierenvironmental cleanups that do not materially limit our use of the sites. To the extent any hazardous substances or any other substance or material must becleaned up or removed from our property, we may be responsible under applicable laws, regulations or leases for the removal or cleanup of such substances ormaterials, the cost of which could be substantial.Electricity is a material cost in connection with our business, and an increase in the cost of electricity could adversely affect us. The generators thatprovide electricity to our facilities are subject to environmental laws, regulations and permit requirements that are subject to material change, which couldresult in increases in generators’ compliance costs that may be passed through to us. Regulations recently promulgated by U.S. EPA could limit air emissionsfrom power plants, restrict discharges of cooling water, and otherwise impose new operational restraints on conventional power plants that could increasecosts of electricity. In addition, we are directly subject to environmental, health and safety laws regulating air emissions, storm water management and otherissues arising in our business. For example, our emergency generators are subject to state and federal regulations governing air pollutants, which could limitthe operation of those generators or require the installation of new pollution control technologies. While environmental regulations do not normally imposematerial costs upon our operations, unexpected events, equipment malfunctions, human error and changes in law or regulations, among other factors, can leadto violations of environmental laws, regulations or permits, and to additional unexpected operational limitations or costs.Regulation of greenhouse gas (“GHG”) emissions could increase the cost of electricity by reducing amounts of electricity generated from fossil fuels, byrequiring the use of more expensive generating methods or by imposing taxes or fees upon electricity generation or use. The U.S. EPA published a regulationin October 2015, called the “Clean Power Plan,” that is intended to reduce GHG emissions from existing fossil fuel-fired power plants by 32 percent from2005 levels by 2030. Under the rule, each state is required to develop a plan to reduce state-wide carbon dioxide emissions to meet a specified emissionstarget set by EPA for that state. Implementation of the Clean Power Plan was stayed by the Supreme Court pending resolution of the underlying legalchallenges, and the future of the Clean Power Plan under President Trump’s administration is uncertain in any event. Consequently, the impact of the CleanPower Plan cannot be determined at this time. While we do not expect these regulatory developments to materially increase our costs of electricity, the costsremain difficult to predict or estimate.State regulations also have the potential to increase our costs of obtaining electricity. While GHG regulation at the federal level is unlikely in the nearfuture, certain states, like California, also have issued or may enact environmental regulations that could materially affect our facilities and electricity costs.California has limited GHG emissions from new and existing conventional power plants by imposing regulatory caps and by selling or auctioning the rightsto emission allowances. State programs have not had a material adverse effect on our electricity costs to date, but due to the market-driven nature of some ofthe programs, could do so in the future. Such laws and regulations are also subject to change at any time.Aside from regulatory requirements, we have separately undertaken to procure energy from renewable energy projects in order to support new renewablesdevelopment. The costs of procuring such energy may exceed the costs of procuring electricity from existing sources, such as existing utilities or electricservice provided through conventional grids. These efforts to support and enhance renewable electricity generation may increase our costs of electricityabove those that would be incurred through procurement of conventional electricity from existing sources.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 and seniormanagement personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for ourcompany to grow. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent. The failure torecruit and retain necessary personnel, including, but not limited to, members of our executive team, could harm our business and our ability to grow ourcompany.We may not be able to compete successfully against current and future competitors.We must continue to evolve our product strategy and be able to differentiate our IBX data centers and product offerings from those of our competitors. Inaddition to competing with other neutral colocation 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 providingofferings similar to those provided by our IBX27Table of Contentsdata centers. We may experience competition from our landlords which could also reduce the amount of space available to us for expansion in the future.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. Asa 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, we are at risk of losingcustomers that may decide to fully leverage cloud infrastructure offerings instead of managing their own. Competitors could also operate more successfully orform alliances to acquire significant market share.Finally, as our customers evolve their IT strategies, we must remain flexible and evolve along with industry and market shifts. Ineffective planning andexecution in our cloud strategy and product development lifecycle may cause difficulty in sustaining competitive advantage in our products and services.Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations.Our 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 large storms, earthquakes and tsunamis, could harm our customers and our business. We attempt to limit ourexposure to system downtime by using backup generators and power supplies; however, we may not be able to limit our exposure entirely even with theseprotections in place. Some of our IBX data centers are located in leased buildings where, depending upon the lease requirements and number of tenantsinvolved, 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 maybe 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 the majorityof 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 experience significantdelays and substantial increased costs demanded by the utilities to provide the level of electrical service required by our current IBX data center designs.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, 2016, 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, theacquisition and integration of Bit-isle, TelecityGroup and the Verizon assets, the adoption of new accounting principles and our overhaul of our back officesystems that support customer experience from initial quote to customer billing and our revenue recognition process, will require us to further develop ourcontrols and reporting systems and implement or amend new or existing controls and reporting systems in those areas where the implementation andintegration is still ongoing. All of these changes to our financial systems and the implementation and integration of acquisitions create an increased risk ofdeficiencies in our internal controls over financial reporting. If, in the future, our internal control over28Table of Contentsfinancial reporting is found to be ineffective, or if a material weakness is identified in our controls over financial reporting, our financial results may beadversely affected. Investors may also lose confidence in the reliability of our financial statements which could adversely affect our stock price.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 the demandfor 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 exceed thedesigned 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.Our operating results may 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 of additionalIBX 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 the usefullives of intangible assets acquired, identification of additional assumed contingent liabilities or revised estimates to restructure an acquiredcompany’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 period wehave 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;•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 that delayour 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”).29Table of ContentsAny of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operationsand financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of futureoperating 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 net income ona quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease andpersonnel expenses, depreciation and amortization and interest expenses. Therefore, our results of operations are particularly sensitive to fluctuations inrevenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our operatingresults in one or more future quarters may fail to meet the expectations of securities analysts or investors.Our days sales outstanding (“DSO”) may be negatively impacted by acquisitions.Historically, while our DSO results have fluctuated from time to time, we have generally experienced strong collections of our accounts receivables asevidenced by our prior DSO metrics. However, our DSO may be negatively impacted in integrating recent acquisitions into our processes and systems whichmay have a negative impact on our operating cash flows, liquidity and financial performance.Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S.We prepare our financial statements in conformity with accounting principles generally accepted in the U.S. In May 2014, the FASB issued AccountingStandards Update ("ASU") 2014-09, Revenue from Contracts with Customers and issued subsequent amendments to the initial guidance in August 2015,March 2016, April 2016 and May 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively (ASU 2014-09,ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 collectively, "Topic 606"). Topic 606, as amended, is effectivefor annual reporting periods beginning after December 15, 2017. In February 2016, the FASB issued ASU 2016-02, Leases ("Topic 842") ("ASU 2016-02").Topic 842 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlyadoption permitted. Both Topic 606 and Topic 842 will replace the existing revenue and lease accounting standards, respectively. Although we are currentlyin the process of evaluating the impact of Topic 606 and Topic 842 on our consolidated financial statements, these new standards could have could have asignificant effect on our reported financial results, cause unexpected financial reporting fluctuations and require us to make costly changes to our operationalprocesses and accounting systems. Thus, adoption of the standards could have a significant impact on our financial statements.We 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 changes incircumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions. If the testing performed indicates thatan 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 or otherintangible 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, 2016, our retained earnings were $18.6 million. Although we have generated net income for each fiscal year since 2008, except forthe year ended December 31, 2014, we are also currently investing heavily in our future growth through the build out of multiple additional IBX data centersand IBX data center expansions as well as acquisitions of complementary businesses. As a result, we will incur higher depreciation and other operatingexpenses, as well as acquisition costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unless and untilthese new IBX data centers generate enough revenue to exceed their operating costs and cover our additional overhead needed to scale our business for thisanticipated growth. The current global financial uncertainty may also impact our ability to sustain profitability if we cannot generate sufficient revenue tooffset the increased costs of our recently-opened IBX data centers or IBX data centers currently under construction. In addition, costs associated with theacquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing we have undertaken to fundour growth initiatives, may also negatively impact our30Table of Contentsability to sustain profitability. Finally, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain orincrease 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 2065.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.We 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 is subjectto 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.We face risks associated with unauthorized access to our computer systems, loss or destruction of data, computer viruses, malware, distributed denial-of-service attacks, or other malicious activities. These threats may result from human error, equipment failure, or fraud or malice on the part of employees or thirdparties. 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 our employees, or cause interruptions or malfunctions in our operations or ourcustomers’ operations. As we provide assurances to our customers that we provide a high level of security, such a compromise could be particularly harmfulto our brand and reputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused bybreaches in security. As techniques used to breach security change frequently, and are generally not recognized until launched against a target, we may notbe able to promptly detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not beable to determine the extent to which these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits,regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in oursecurity costs, which could have a material adverse effect on our financial performance and operating results. We maintain insurance coverage for cyber risksbut such coverage may be unavailable or insufficient to cover our losses. We offer professional services to our customers where we consult on data center solutions and assist with implementations. We also offer managedservices in certain of our foreign jurisdictions outside of the U.S. where we manage the data center infrastructure for our customers. The access gained fromthese services to our clients’ networks and data creates some risk that our clients' networks or data will be improperly accessed. We may also design ourclients’ cloud storage systems in such a way that exposes our clients to increased risk of data breach. If Equinix were held to be responsible for any such abreach, it could31Table of Contentsresult in a significant loss to Equinix, including damage to Equinix’s client relationships, harm to our brand and reputation, and legal liability.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 and this portion of our business willbe larger once we complete the Verizon Asset Acquisition. Some of these customers may terminate 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 federal governmentcontracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. Similarly, some of ourcontracts at the state and local levels are subject to government funding authorizations.Additionally, 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, includingenterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be key magnets in thatthey draw in other customers. The more balanced the customer base within each IBX data center, the better we will be able to generate significantinterconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on a variety offactors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of key customers attracting businessthrough vertical market ecosystems, the IBX data center’s operating reliability and security and our ability to effectively market our offerings. However, someof our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition. If thesecustomers do not continue to use our IBX data centers it may be disruptive to our business. Finally, the uncertain global 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 of proprietaryinformation or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also are subject to therisk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums in litigation,pay damages, develop non-infringing intellectual property, or acquire licenses to the intellectual property that is the subject of the alleged infringement.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 (“FCC”) adopted network neutrality rules that may result in material changes in the regulations and contribution regime affecting us and ourcustomers. However, the new FCC leadership may seek to overturn the current rules thus making the future of network neutrality and its impact on Equinixuncertain. There may also be forthcoming regulation in the U.S. in the areas of cybersecurity, data privacy and data security, any of which could impactEquinix and our customers. Similarly, data privacy regulations outside of the U.S. continue to evolve and must be addressed by Equinix as a global company.32Table of ContentsLikewise, as part of a review of the current equity market structure, the Securities and Exchange Commission and the Commodity Futures TradingCommission (“CFTC”) have both sought comments regarding the regulation of independent data centers, such as us, which provide colocation for financialmarkets and exchanges. The CFTC is also considering regulation of companies that use automated and high-frequency trading systems. Any such regulationmay ultimately affect our provision of offerings. We remain focused on whether and how existing and changing 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 continuing development of the market for onlinecommerce and the displacement of traditional telephony service by the internet and related communications services may prompt an increased call for morestringent consumer protection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting businessonline and their service 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 may alsoconsolidate 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.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 a merger,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 relating toshare 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 at stockholdermeetings.In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certainsituations, may also discourage, delay or prevent someone from acquiring or merging with us.ITEM 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. Our EMEAheadquarters office is located in Amsterdam, the Netherlands and our regional sales offices in EMEA are based in our IBX data centers in EMEA. We haveentered into leases for certain of our IBX data centers in Atlanta, Georgia; New York, New York; Dallas, Texas; Chicago, Illinois; Englewood, Colorado; LosAngeles, Palo Alto, San Jose, Santa Clara and Sunnyvale, California; Miami, Florida; Newark, North Bergen 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 theAmericas region; Shanghai, China; Hong Kong; Singapore; Sydney, Australia and Osaka and Tokyo, Japan in the Asia-Pacific region; Dubai, U.A.E.; Londonand Manchester, United Kingdom; Paris, France; Frankfurt, Munich and Dusseldorf, Germany; Dublin, Ireland; Helsinki, Finland; Istanbul, Turkey; Milan,Italy; Stockholm, Sweden; Warsaw, Poland; Zurich and Geneva, Switzerland; and Amsterdam, 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; Melbourne, Australia; Secaucus, NewJersey; New York, New York; Sofia, Bulgaria; Paris, France; Frankfurt, Germany; and Amsterdam, the Netherlands. We own33Table of Contentscampuses in Ashburn, Virginia; Silicon Valley; Paris, France; and Frankfurt, Germany that house some of our IBX data centers mentioned in the precedingsentence.The following table presents an overview of our portfolio of IBX data centers as of December 31, 2016 (in thousands): # of IBXs Total CabinetCapacity (1) Cabinets Billed Cabinet Utilization % (2) MRR per Cabinet(3)Americas55 65,100 53,500 82% $2,512EMEA64 92,700 74,600 80% 1,408Asia-Pacific27 39,800 29,300 74% 1,963Total146 197,600 157,400 _________________________(1)Cabinets represent a specific amount of space within an IBX data center. Customers can combine and use multiple adjacent cabinets within an IBXdata center, depending on their space requirements.(2)The cabinet utilization rate represents the percentage of cabinet space billing versus total cabinet capacity, taking into consideration powerlimitations.(3)MRR per cabinet represents average monthly recurring revenue recognized during the year divided by the average number of cabinets billing duringthe year. Brazil, Telecity, Bit-isle and the impact of Asia-Pacific embedded derivatives are excluded from MRR per cabinet calculation. 34Table of ContentsThe following table presents a summary of our significant IBX data center expansion projects under construction as of December 31, 2016:Property Property Location Target Open Date Sellable Cabinets Total Capex(in Millions)Americas: SP3 phase I Sao Paulo Q1 2017 725 $69SV10 phase I San Jose Q2 2017 795 125NY5 phase II New York Q2 2017 1,200 76DC12 phase I Ashburn Q3 2017 1,275 99DA6 phase II Dallas Q3 2017 430 29RJ2 phase III Rio De Janeiro Q3 2017 315 22TR2 phase III Toronto Q3 2017 740 21CH3 phase IV Chicago Q2 2018 550 63 6,030 504EMEA: DB3 phase VI Dublin Q2 2017 500 8DX1 phase II Dubai Q2 2017 625 31ZH5 phase II Zurich Q2 2017 280 18FR6 phase I Frankfurt Q2 2017 1,325 92PA4 phase III Paris Q2 2017 960 47HE6 phase III Helsinki Q2 2017 190 15AM6 phase II Amsterdam Q3 2017 1,950 37FR2 phase V (B) Frankfurt Q3 2017 1,295 46AM4 phase I Amsterdam Q3 2017 1,555 113FR5 phase III Frankfurt Q2 2018 546 13 9,226 420Asia-Pacific: HK2 phase IV Hong Kong Q1 2017 900 39HK1 phase X/XI Hong Kong Q1 2017 515 16SG2 phase VIII Singapore Q2 2017 1,400 49 2,815 104Total 18,071 $1,028ITEM 3. LEGAL PROCEEDINGSNone.ITEM 4. MINE SAFETY DISCLOSURENot applicable.35Table of ContentsPART IIITEM 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. Thefollowing 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 Market duringthe last two years. Low HighFiscal 2016 Fourth Fiscal Quarter$325.05 $373.22Third Fiscal Quarter355.01 389.45Second Fiscal Quarter319.89 387.73First Fiscal Quarter265.05 330.71 Low HighFiscal 2015 Fourth Fiscal Quarter$265.41 $304.98Third Fiscal Quarter251.11 292.02Second Fiscal Quarter233.59 270.15First Fiscal Quarter216.86 238.95As of January 31, 2017, we had 71,441,527 shares of our common stock outstanding held by approximately 300 registered holders. During the yearended December 31, 2016, we did not issue or sell any securities on an unregistered basis.Dividends and Special DistributionsOn each of February 18, May 4, August 3 and November 2, 2016, our Board of Directors declared a quarterly cash dividend of $1.75 per share. We expectto continue to pay regular cash dividends in order to satisfy the required REIT tests to remain qualified for taxation as a REIT for US federal income taxpurposes. For additional information, see “Dividends” in Note 12 of our Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form10-K.In September 2015, our Board of Directors declared a special distribution of $627.0 million, or approximately $10.95 per share (the “2015 SpecialDistribution”), to our common stockholders. The 2015 Special Distribution was paid on November 10, 2015 to our common stockholders of record as of theclose of business on October 8, 2015. Common stockholders had the option to elect to receive payment of the 2015 Special Distribution in the form of stockor cash, with the total cash payment to all stockholders limited to no more than 20% of the total distribution. The number of shares distributed wasdetermined based upon common stockholder elections and the average closing price of our common stock on the three trading days commencing onNovember 3, 2015 or $297.03 per share. As such, we issued 1.7 million shares of our common stock and paid $125.5 million in connection with the 2015Special Distribution.In connection with our conversion to a REIT effective January 1, 2015, we began paying quarterly dividends in 2015. On each of February 19, May 7,July 29, and October 28, 2015, our Board of Directors declared a quarterly cash dividend of $1.69 per share.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 1.5 million shares of our common stock and paid$83.3 million in connection with the 2014 Special Distribution.36Table of ContentsTax Treatment of DistributionsFor Federal income tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof.For the years ended December 31, 2016 and 2015, the dividends and special distributions we paid were classified as follows:Record Date Payment Date Total Distribution NonqualifiedOrdinary Dividend Qualified OrdinaryDividend Return of Capital (per share)Fiscal 2016 3/9/2016 3/23/2016 $1.750000 $1.231334 $0.518666 $—5/25/2016 6/15/2016 1.750000 1.231334 0.518666 —8/24/2016 9/14/2016 1.750000 1.231334 0.518666 —11/16/2016 12/14/2016 1.750000 1.231334 0.518666 —Total $7.000000 $4.925336 $2.074664 $— Fiscal 2015 3/11/2015 3/25/2015 $1.690000 $0.978733 $0.711267 $—5/27/2015 6/17/2015 1.690000 0.978733 0.711267 —8/26/2015 9/16/2015 1.690000 0.978733 0.711267 —10/8/2015 11/10/2015 10.945146 6.338687 4.606459 —12/9/2015 12/16/2015 1.690000 0.978733 0.711267 —Total $17.705146 $10.253619 $7.451527 $—Stock Performance GraphThe graph set forth below compares the cumulative total stockholder return on Equinix’s common stock between December 31, 2011 and December 31,2016 with the cumulative total return of (i) the S&P 500 Index, (ii) the NASDAQ Composite Index and (iii) the FTSE NAREIT All REITs Index. The graphassumes the investment of $100.00 on December 31, 2011 in Equinix’s common stock and in each 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.37Table of ContentsCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN**$100 invested on 12/31/11 in stock or index, including reinvestment of dividends.Fiscal year ending December 31.38Table of ContentsITEM 6. SELECTED FINANCIAL DATAThe following consolidated statement of operations data for the five years ended December 31, 2016 and the consolidated balance sheet data as ofDecember 31, 2016, 2015, 2014, 2013 and 2012 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 five yearsended December 31, 2016 and as of December 31, 2016, 2015, 2014, 2013 and 2012, should be read in conjunction with our audited consolidated financialstatements and the related notes in Item 8 of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition andResults of Operations” in Item 7 of this Annual Report on Form 10-K. We completed acquisitions of certain Paris IBX data centers in August 2016, TelecityGroup plc in January 2016, Bit-isle, Inc. in November 2015 and Nimbo Technologies Inc. in January 2015. We also completed the acquisition of the 100%controlling equity interest in ALOG Data Centers do Brasil S.A. (“ALOG”) in July 2014. In addition, we acquired Frankfurt Kleyer 90 carrier hotel in October2013, a Dubai IBX data center in November 2012, and Asia Tone Limited and ancotel GmbH in July 2012. We also sold solar power assets of Bit-isle inNovember 2016, 8 of our IBX data centers located in the U.K., Netherlands and Germany in July 2016 and 16 of our IBX data centers located throughout theU.S. in November 2012. For further information on our acquisitions and divestitures during the three years ended December 31, 2016, refer to Note 2, Note 4and Note 5 of our Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. Years Ended December 31, 2016 2015 2014 2013 2012 (dollars in thousands, except per share data)Revenues$3,611,989 $2,725,867 $2,443,776 $2,152,766 $1,887,376Costs and operating expenses: Cost of revenues1,820,870 1,291,506 1,197,885 1,064,403 944,617Sales and marketing438,742 332,012 296,103 246,623 202,914General and administrative694,561 493,284 438,016 374,790 328,266Restructuring reversals— — — (4,837) —Impairment charges7,698 — — — 9,861Acquisition costs64,195 41,723 2,506 10,855 8,822Gain on asset sales(32,816) — — — —Total costs and operating expenses2,993,250 2,158,525 1,934,510 1,691,834 1,494,480Income from operations618,739 567,342 509,266 460,932 392,896Interest income3,476 3,581 2,891 3,387 3,466Interest expense(392,156) (299,055) (270,553) (248,792) (200,328)Other income (expense)(57,924) (60,581) 119 5,253 (2,208)Loss on debt extinguishment(12,276) (289) (156,990) (108,501) (5,204)Income from continuing operations before income taxes159,859 210,998 84,733 112,279 188,622Income tax expense (1)(45,451) (23,224) (345,459) (16,156) (58,564)Net income (loss) from continuing operations114,408 187,774 (260,726) 96,123 130,058Net income from discontinued operations, net of tax12,392 — — — 13,086Net income (loss)126,800 187,774 (260,726) 96,123 143,144Net (income) loss attributable to non-controlling interest— — 1,179 (1,438) (3,116)Net income (loss) attributable to Equinix$126,800 $187,774 $(259,547) $94,685 $140,028 Earnings per share ("EPS") attributable to Equinix: Basic EPS from continuing operations$1.63 $3.25 $(4.96) $1.92 $2.65Basic EPS from discontinued operations0.18 — — — 0.27Basic EPS$1.81 $3.25 $(4.96) $1.92 $2.92Weighted-average shares70,117 57,790 52,359 49,438 48,004Diluted EPS from continuing operations$1.62 $3.21 $(4.96) $1.89 $2.58Diluted EPS from discontinued operations0.17 — — — 0.25Diluted EPS$1.79 $3.21 $(4.96) $1.89 $2.83Weighted-average shares70,816 58,483 52,359 50,116 51,816Dividends per share (2)$7.00 $17.71 $7.57 $— $—_______________________39Table of Contents(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 $324.1million of net deferred tax assets and deferred tax liabilities in December 2014, when our Board of Directors formally approved our conversion to a REIT and wereassessed the deferred tax assets and deferred tax liabilities of our U.S. operations included in the REIT structure.(2)During the years ending December 31, 2015 and 2014, the dividends per share includes common stock dividends of $8.76 and $6.06 per share, respectively. Years Ended December 31, 2016 2015 2014 2013 2012Other Financial Data: (1)(in thousands)Net cash provided by operating activities$1,016,580 $894,793 $689,420 $604,608 $632,026Net cash used in investing activities(1,592,155) (1,134,927) (435,839) (1,169,313) (442,873)Net cash provided by (used in) financing activities(894,292) 1,873,182 107,401 574,907 (222,721)_________________________(1)For a discussion of our primary non-GAAP financial metrics, see our non-GAAP financial measures discussion in “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” in Item 7 of this Annual Report on Form 10-K. As of December 31, 2016 2015 2014 2013 2012Consolidated Balance Sheet Data:(in thousands)Cash, cash equivalents and short-term and long-term investments$761,927 $2,246,297 $1,140,751 $1,030,092 $546,524Accounts receivable, net396,245 291,964 262,570 184,840 163,840Property, plant and equipment, net7,199,210 5,606,436 4,998,270 4,591,650 3,915,738Total assets (1)12,608,371 10,356,695 7,781,978 7,457,039 6,105,507Capital lease and other financing obligations, excluding current portion1,410,742 1,287,139 1,168,042 914,032 545,853Mortgage and loans payable, excluding current portion (1)1,369,087 472,769 532,809 197,172 186,287Senior notes (1)3,810,770 3,804,634 2,717,046 2,220,911 1,478,482Convertible debt, excluding current portion (1)— — 145,229 720,499 702,469Redeemable non-controlling interests— — — 123,902 84,178Total stockholders' equity4,365,829 2,745,386 2,270,131 2,459,064 2,313,441_________________________(1)The company adopted ASU 2015-03 during the year ended December 31, 2015. As a result, debt issuance costs of $35,455, $35,320 and $30,290 were reclassified fromother assets to debt as of December 31, 2014, 2013 and 2012, respectively.40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 Report onForm 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 2016, as more fully described in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weentered into a transaction agreement with Verizon Communications Inc. ("Verizon") to acquire Verizon's colocation services business at 24 data center sites,consisting of 29 data center buildings, located in the United States, Brazil and Colombia, for a cash purchase price of $3.6 billion (the "Verizon AssetPurchase"). The acquisition is expected to close by mid-2017. We expect to fund the acquisition with a combination of cash on hand and proceeds of debtand equity financings.In connection with the Verizon Asset Purchase, we entered into a commitment letter, dated December 6, 2016, with JPMorgan Chase Bank, N.A., Bank ofAmerica, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Commitment Parties"), pursuant to which the Commitment Parties havecommitted to provide a senior unsecured bridge facility in aggregate principal amount of up to $2.0 billion for the purposes of funding (i) a portion of thecash consideration for the acquisition and (ii) the fees and expenses incurred in connection with the acquisition. The full amount must be drawn in a singledrawing. The initial maturity date is 12 months from the date of the drawdown and, at the initial maturity date (if not repaid prior to that time), the facilitywill convert into a seven-year senior unsecured term loan. As of December 31, 2016, we had not drawn against the bridge facility.In December 2016, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weentered into a third amendment (the "Third Amendment") to the credit agreement we entered into on December 17, 2014 with a group of lenders for a $1.5billion credit facility (the "Senior Credit Facility"). Pursuant to the Third Amendment, (i) we could borrow up to €1.0 billion in additional term B loandrawings (the "Term B-2 Loan"), (ii) the interest rate margin applicable to the existing Term Loan B (the "Term Loan B-1 Facility") in US Dollars was reducedfrom 3.25% to 2.50% and the LIBOR floor applicable to such loan was reduced from 0.75% to zero and (iii) the interest rate margin applicable to the loansborrowed under the Term Loan B-1 Facility in Pounds Sterling was reduced from 3.75% to 3.00%, with no change to the existing LIBOR floor of 0.75%applicable to such loan. In January 2017, we borrowed the full amount of the €1.0 billion Term B-2 Loan. The Term B-2 Loan bears interest at an index ratebased on EURIBOR plus a margin of 3.25%. No original issue discount is applicable to the Term B-2 Loan. The Term B-2 Loan must be repaid in equalquarterly installments of 0.25% of the original principal amount of the Term B-2 Loan, starting in the second quarter of 2017, with the remaining amountoutstanding to be repaid in full on the seventh anniversary of the funding date of the Term B-2 Loan.In June 2016, as more fully described in Note 4 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weapproved the divestiture of the solar power assets of Bit-isle. During the quarter ended September 30, 2016, we evaluated the recoverability of the carryingvalue of the assets held for sale associated with Terra Power Co., Ltd., and recorded an impairment charge on other current assets of $7.7 million, reducing thecarrying value of such assets from $79.5 million to the estimated fair value of $71.8 million. In October 2016, we entered into a Share Transfer Agreement forthe transfer of common stock of Terra Power Co., Ltd., relating to the divestiture of the solar power assets of Bit-isle. We received ¥400.0 million, or41Table of Contentsapproximately $3.8 million at the exchange rate in effect on October 31, 2016, and by November 30, 2016, we had received an additional ¥2.5 billion, orapproximately $22.1 million at the exchange rate in effect at the time of cash receipt. In addition, we expect to receive the remaining payment of ¥5.3 billionin the first quarter of 2017, or approximately $45.5 million at the exchange rate in effect on December 31, 2016. The associated loss on the sale wasinsignificant.In September 2016, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weentered into a five year term loan agreement (the "Japanese Yen Term Loan") with the Bank of Tokyo-Mitsubishi UFJ, LTd. ("BTMU") for ¥47.5 billion orapproximately $468.4 million in U.S. dollars at the exchange rate in effect as of September 30, 2016. In September 2015, in connection with our acquisitionof Bit-isle, we entered into a term loan agreement (the "Bridge Term Loan Agreement") with BTMU. BTMU was committed to provide a senior bridge loanfacility (the "Bridge Term Loan") in the amount of up to ¥47.5 billion or approximately $468.4 million in U.S. dollars at the exchange rate in effect as ofSeptember 30, 2016. In October 2016, we borrowed the full amount of the ¥47.5 billion under the Japanese Yen Term Loan and repaid the Bridge Term Loanfor a principal amount of ¥47.5 billion or approximately $453.2 million at the exchange rate in effect on October 31, 2016.In April and June 2016, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K,holders of our 4.75% convertible subordinated notes converted or redeemed a total of $150.1 million of the principal amount of the notes for 2.0 millionshares of our common stock and $3.6 million in cash, comprised of accrued interest, cash paid in lieu of fractional shares and principal redemption. Uponmaturity of our 4.75% convertible subordinated notes on June 15, 2016, we settled the related capped call transaction and received 380,779 shares ofcommon stock, which was placed in treasury and resulted in a credit of $141.7 million to additional paid in capital based on the market price of $372.10 onJune 15, 2016.In January 2016, as more fully described in Note 2 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, wecompleted our acquisition of Telecity Group plc ("TelecityGroup") for a total purchase price of approximately $1.6 billion in cash and 6.9 million shares ofour common stock valued at approximately $2.1 billion, for a total of $3.7 billion. In January 2016, we terminated our bridge credit agreement for £875.0million, or approximately $1.3 billion, related to the TelecityGroup acquisition.In January 2016, as more fully described in Notes 4 and 5 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K,we agreed to divest eight data centers and related assets, including our London 2 data center ("LD2") in London, United Kingdom and seven data centers ofTelecityGroup in order to obtain the approval of the European Commission for the acquisition of TelecityGroup. The results of operations for the sevenTelecityGroup data centers were classified as net income from discontinued operations, net of tax, from January 15, 2016, the date of the acquisition, throughJuly 5, 2016 in our consolidated statement of operations. In July 2016, we completed the sale of these data centers and related assets to Digital Realty Trust,Inc. ("Digital Realty") for approximately $827.3 million at the exchange rate in effect on July 5, 2016. On August 1, 2016, we purchased Digital Realty’soperating business, including its real estate and facility, in St. Denis, Paris, where we already had an established presence with two IBX data centers, for totalcash consideration of approximately €193.8 million or approximately $216.4 million at the exchange rate in effect on August 1, 2016 (the "Paris IBX DataCenter Acquisition").In January 2016, as more fully described in Note 10 of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, weborrowed the full amount of the $250.0 million and £300.0 million, or approximately $438.2 million at the exchange rate in effect on January 8, 2016 ("TermLoan B"), made available to us under the second amendment to our Senior Credit Facility to fund the TelecityGroup acquisition.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 41 markets around the world for thesafekeeping of their critical IT equipment and the ability to directly connect to the networks that enable today’s information-driven economy. Equinix offersthe following solutions: (i) premium data center colocation, (ii) interconnection and (iii) exchange and outsourced IT infrastructure services. As of December31, 2016, we operated or had partner IBX data centers in the Atlanta, Boston, Chicago, Dallas, Denver, Los Angeles, Miami, New York, Philadelphia, Rio deJaneiro, Sao Paulo, Seattle, Silicon Valley, Toronto and Washington, D.C. metro areas in the Americas region; Bulgaria, Finland, France, Germany, Ireland,Italy, the Netherlands, Poland, Sweden, Switzerland, Turkey, 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.42Table of Contents Our data centers in 41 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 21 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 81% as of December 31, 2016 and December 31, 2015. However, excluding the impact of IBX data centerexpansion projects that have opened during the last 12 months, our utilization rate would be approximately 84% as of December 31, 2016. Our utilizationrate varies from market to market among our IBX data centers across the Americas, EMEA and Asia-Pacific regions. We continue to monitor the availablecapacity in each of our selected markets. To the extent we have limited capacity available in a given market, it may limit our 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 formost customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power per cabinet. Although we generally donot control the amount of power our customers draw from installed circuits, we have negotiated power consumption limitations with certain high power-demand customers. This increased power consumption has driven us to build out our new IBX data centers to support power and cooling needs twice that ofprevious IBX data centers. We could face power limitations in our IBX data centers, even though we may have additional physical cabinet capacity availablewithin a specific IBX data center. This could have a negative impact on the available utilization capacity of a given IBX data center, which could have anegative impact on our ability to grow revenues, affecting our financial performance, operating results and cash flows.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 be attractive to us. Depending on the circumstances, these transactions may require additional capital expendituresfunded by upfront cash payments or through long-term financing arrangements in order to bring these properties up to Equinix standards. Property expansionmay be in the form of purchases of real property, long-term leasing arrangements or acquisitions. Future purchases, construction or acquisitions may becompleted by us or with partners or potential 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. Our largest customer accounted for approximately 3% of our recurring revenues for the periods ended December 31, 2016and 2015 and 2% of our recurring revenues for the period ended December 31, 2014. Our 50 largest customers accounted for approximately 36%, 34% and36%, respectively, of our recurring revenues for the years ended December 31, 2016, 2015 and 2014.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 performance43Table of Contentsobligations 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 are derivedprimarily 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 majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless weexpand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs that are considered more variable in nature,including utilities and supplies that are directly related to growth in our existing and new customer base. We expect the cost of our utilities, specificallyelectricity, will generally increase in the future on a per-unit or fixed basis, in addition to the variable increase related to the growth in consumption by ourcustomers. In addition, the cost of electricity is generally higher in the summer months, as compared to other times of the year. To the extent we incurincreased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows. Furthermore, to the extentwe incur increased electricity costs as a result of either climate change policies or the physical effects of climate change, such increased costs could materiallyimpact 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 and otherprofessional service fees, and other general corporate expenses, such as our corporate regional headquarters office leases and some depreciation expense.We expect our cost of revenues, sales and marketing expenses and general and administrative expenses to grow in absolute dollars in connection withour business growth. We may periodically see a higher cost of revenues as a percentage of revenue, when a large expansion project opens or is acquired, andbefore it starts generating any meaningful revenue. Furthermore, in relation to cost of revenues, we note that the Americas region has a lower cost of revenuesas a percentage of revenue than either EMEA or Asia-Pacific. This is due to both the increased scale and maturity of the Americas region, compared to eitherthe EMEA or Asia-Pacific region, as well as a higher cost structure outside of the Americas, particularly in EMEA. While we expect all three regions tocontinue to see lower cost of revenues as a percentage of revenues in future periods, we expect the trend that sees the Americas having the lowest cost ofrevenues as a percentage of revenues to continue. As a result, to the extent that revenue growth outside the Americas grows in greater proportion than revenuegrowth in the Americas, our overall cost of revenues as a percentage of revenues may increase in future periods. Sales and marketing expenses mayperiodically increase as a percentage of revenues as we continue to scale our operations by investing in sales and marketing initiatives to further increase ourrevenue, including the hiring of additional headcount and new product innovations. General and administrative expenses may also periodically increase as apercentage of revenues as we continue to scale our operations to support our growth.Taxation as a REITWe elected to be taxed as a REIT for federal income tax purposes beginning with our 2015 taxable year. As of December 31, 2016, our REIT structureincludes all of our data center operations in the U.S., Canada, Japan, our historical data center operations in Europe and a significant portion of the datacenter operations acquired in the TelecityGroup acquisition. Our data center operations in other jurisdictions are operated as taxable REIT subsidiaries(“TRSs”). We plan to complete the REIT integration of the majority of the remaining TelecityGroup business during the first half of 2017.As a REIT, we generally are permitted to deduct from our federal taxable income the dividends we pay to our stockholders (including, for this purpose,the value of any deemed distributions attributable to anti-dilution adjustments made with respect to our 4.75% convertible subordinated notes prior to theirmaturity in 2016). The income represented by such dividends payment is not subject to federal income tax at the entity level but is taxed, if at all, at thestockholder level. Nevertheless, the income of our TRSs which hold our U.S. operations that may not be REIT compliant is subject, as applicable, to federaland state corporate income tax. Likewise, our foreign subsidiaries continue to be subject to foreign income taxes in jurisdictions in which they hold assets orconduct operations, regardless of whether held or conducted through TRSs or through qualified REIT subsidiaries (“QRSs”). We are also subject to a separatecorporate income tax on gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in thehands of a C corporation (such as (i) an asset that we held as of the effective date of our REIT election, that is, January 1, 2015, or (ii) an asset that we or aQRS hold following the liquidation44Table of Contentsor other conversion of a former TRS). This built-in-gains tax is generally applicable to any disposition of such an asset during the five-year period after thedate we first owned the asset as a REIT asset (e.g., January 1, 2015 in the case of REIT assets we held at the time of our REIT conversion), to the extent of thebuilt-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset. If we fail to remain qualified for federal income taxas a REIT, we will be subject to federal income tax at regular corporate tax rates. Even if we remain qualified for federal income tax as a REIT, we may besubject to some federal, state, local and foreign taxes on our income and property in addition to taxes owed with respect to our TRSs’ operations. Inparticular, while state income tax regimes often parallel the federal income tax regime for REITs, many states do not completely follow federal rules and somemay not follow them at all.On March 23, June 15, September 14, and December 14 of 2016, we paid quarterly cash dividends of $1.75 per share. We expect these quarterly andother applicable distributions to equal or exceed the taxable income that we recognized in 2016.We continue to monitor our REIT compliance in order to maintain our qualification for federal income tax as a REIT. For this and other reasons, asnecessary we may convert certain of our data center operations in additional countries into the REIT structure in future periods.Results of OperationsOur results of operations for the year ended December 31, 2016 include the results of operations of TelecityGroup from January 15, 2016, and the ParisIBX Data Center Acquisition from August 1, 2016. Our results of operations for the year ended December 31, 2015 include the results of operations of theNimbo and Bit-isle acquisitions from January 15, 2015 and November 2, 2015, respectively.Discontinued OperationsWe present the results of operations associated with the TelecityGroup data centers that were divested in July 2016 as discontinued operations in ourconsolidated statement of operations for the year ended December 31, 2016. We did not have any discontinued operations activity during 2015 or 2014.Years ended December 31, 2016 and 2015Revenues. Our revenues for the years ended December 31, 2016 and 2015 were generated from the following revenue classifications and geographicregions (dollars in thousands): Years Ended December 31, % Change 2016 % 2015 % Actual ConstantCurrencyAmericas: Recurring revenues$1,593,084 44% $1,432,084 52% 11% 12%Non-recurring revenues86,465 3% 80,451 3% 7% 8% 1,679,549 47% 1,512,535 55% 11% 11%EMEA: Recurring revenues1,106,652 31% 651,778 24% 70% 75%Non-recurring revenues64,687 1% 47,029 2% 38% 42% 1,171,339 32% 698,807 26% 68% 72%Asia-Pacific: Recurring revenues717,638 20% 485,279 18% 48% 46%Non-recurring revenues43,463 1% 29,246 1% 49% 46% 761,101 21% 514,525 19% 48% 46%Total: Recurring revenues3,417,374 95% 2,569,141 94% 33% 34%Non-recurring revenues194,615 5% 156,726 6% 24% 25% $3,611,989 100% $2,725,867 100% 33% 34%45Table of ContentsAmericas Revenues. During the years ended December 31, 2016 and 2015, our revenues from the United States, the largest revenue contributor in theAmericas region for the periods, represented approximately 92% and 93%, respectively, of the regional revenues. Growth in Americas revenues was primarilydue to (i) $28.9 million of revenue generated from our recently-opened IBX data centers or IBX data center expansions in the Atlanta, Chicago, Dallas,Silicon Valley and Washington, D.C. metro areas and (ii) an increase in orders from both our existing customers and new customers during the period. Duringthe year ended December 31, 2016, the U.S. dollar was generally stronger relative to the Canadian dollar and Brazilian real than during the year endedDecember 31, 2015, resulting in approximately $6.6 million of unfavorable foreign currency impact on our Americas revenues during the year endedDecember 31, 2016 compared to average exchange rates during the year ended December 31, 2015.EMEA Revenues. Revenues for our EMEA region for the year ended December 31, 2016 include $404.1 million of revenues attributable toTelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016. After our acquisition ofTelecityGroup, the U.K. continues to be our largest revenue contributor in the EMEA region, providing 32% of regional revenues for the year endedDecember 31, 2016 compared to 37% of regional revenues for the year ended December 31, 2015. Our EMEA revenue growth was primarily due to (i) $404.1million of revenues attributable to TelecityGroup and the Paris IBX Data Center Acquisition, (ii) approximately $49.7 million of revenue from our recently-opened IBX data centers or IBX data center expansions in the Amsterdam, Frankfurt, Paris and Zurich metro areas and (iii) an increase in orders from both ourexisting customers and new customers during the period. During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted inapproximately $33.5 million of net unfavorable foreign currency impact to our EMEA revenues primarily due to a generally stronger U.S. dollar relative tothe British pound during the year ended December 31, 2016 compared to the year ended December 31, 2015.Asia-Pacific Revenues. Revenues for our Asia-Pacific region for the year ended December 31, 2016 include $148.7 million of revenues attributable toBit-isle, which closed in November 2015. After our acquisition of Bit-isle, Japan is our largest revenue contributor in the Asia-Pacific region, providing 35%of regional revenues including Bit-isle for the year ended December 31, 2016 compared to 20% for the year ended December 31, 2015. Excluding revenuesattributable to Bit-isle, our revenues from Singapore, which was our largest revenue contributor in the Asia-Pacific region before we acquired Bit-isle,represented approximately 38% and 39%, respectively, of the regional revenues for the years ended December 31, 2016 and December 31, 2015. Our Asia-Pacific revenue growth was primarily due to (i) $148.7 million of revenues attributable to Bit-isle, (ii) approximately $58.2 million of revenue generated fromour recently-opened IBX data center expansions in the Hong Kong, Melbourne, Shanghai, Singapore, Sydney and Tokyo metro areas and (iii) an increase inorders from both our existing customers and new customers during the period. During the year ended December 31, 2016, the U.S. dollar was generallyweaker relative to the Japanese Yen than during the year ended December 31, 2015, resulting in approximately $7.5 million of net favorable foreign currencyimpact to our Asia-Pacific revenues during the year ended December 31, 2016 when compared to average exchange rates during the year ended December 31,2015.Cost of Revenues. Our cost of revenues for the years ended December 31, 2016 and 2015 were split among the following geographic regions (dollars inthousands): Years Ended December 31, % Change 2016 % 2015 % Actual ConstantCurrencyAmericas$700,544 38% $637,604 49% 10% 11%EMEA653,766 36% 350,270 27% 87% 91%Asia-Pacific466,560 26% 303,632 24% 54% 52%Total$1,820,870 100% $1,291,506 100% 41% 42% Years Ended December 31, 2016 2015Cost of revenues as a percentage of revenues: Americas 42% 42%EMEA 56% 50%Asia-Pacific 61% 59%Total 50% 47%46Table of ContentsAmericas Cost of Revenues. Our Americas cost of revenues for the years ended December 31, 2016 and 2015 included $241.6 million and $219.1million, respectively, of depreciation expense. The growth in depreciation expense was primarily due to our IBX expansion activity. In addition to theincrease in depreciation expense, the increase in our Americas cost of revenues for the year ended December 31, 2016 compared to the year endedDecember 31, 2015 was primarily due to (i) $22.9 million of higher utilities, rent and facilities costs, office expense, consulting, and repairs and maintenancein support of our business growth, (ii) $10.1 million of higher costs primarily due to custom service orders in support of our revenue growth and (iii) $4.5million of higher compensation costs, including general salaries, bonuses and stock-based compensation. During the year ended December 31, 2016, theimpact of foreign currency fluctuations resulted in approximately $4.9 million of net favorable foreign currency impact to our Americas cost of revenuesprimarily due to a generally stronger U.S. dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2016 compared to theyear ended December 31, 2015. We expect Americas cost of revenues to increase as we continue to grow our business.EMEA Cost of Revenues. Cost of revenues for our EMEA region for the year ended December 31, 2016 included $273.5 million of cost of revenuesattributable to TelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016. Excluding cost ofrevenues attributable to TelecityGroup and the Paris IBX Data Center Acquisition, EMEA cost of revenues was $380.3 million for the year endedDecember 31, 2016 compared to $350.3 million for the year ended December 31, 2015. Depreciation expense, excluding TelecityGroup and the Paris IBXData Center Acquisition, was $100.8 million and $97.8 million for the years ended December 31, 2016 and 2015, respectively. The growth in depreciationexpense was primarily due to our IBX data center expansion activity. Excluding the impact of TelecityGroup and the Paris IBX Data Center Acquisition, theremaining increase in our EMEA cost of revenues was primarily due to (i) $16.4 million of higher utilities, consulting, and repairs and maintenance costs insupport of our business growth, (ii) $4.7 million of higher compensation costs, including general salaries, bonuses and stock-based compensation andheadcount growth (623 EMEA cost of revenues employees, excluding TelecityGroup employees, as of December 31, 2016 versus 541 as of December 31,2015), (iii) $8.3 million of other costs primarily related to the impact from cash flow hedges, offset by $4.0 million of lower rent and facilities costs. Duringthe year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $13.6 million of net favorable foreign currencyimpact to our EMEA cost of revenues, primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016compared to the year ended December 31, 2015. We expect EMEA cost of revenues to increase as we continue to grow our business and as a result of ouracquisitions of TelecityGroup and the Paris IBX data centers.Asia-Pacific Cost of Revenues. Cost of revenues for our Asia-Pacific region included $116.0 million and $17.4 million of cost of revenues attributable toBit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015, respectively. Excluding cost of revenues attributable to Bit-isle,Asia-Pacific cost of revenues was $350.6 million for Asia-Pacific for the year ended December 31, 2016 compared to $286.2 million for the year endedDecember 31, 2015. Depreciation expense, excluding Bit-isle, was $149.5 million and $116.9 million for the years ended December 31, 2016 and 2015,respectively. The growth in depreciation expense was primarily due to our IBX data center expansion activity. Excluding the impact of our acquisition ofBit-isle, the remaining increase in our Asia-Pacific cost of revenues was primarily due to (i) $26.0 million of higher utilities, rent, facility costs, consulting,custom service orders, repairs and maintenance costs in support of our business growth and (ii) $4.5 million of higher compensation costs, including generalsalaries, bonuses and stock-based compensation and headcount growth (431 Asia-Pacific cost of revenues employees as of December 31, 2016 versus 390 asof December 31, 2015, excluding Bit-isle employees in both periods). During the year ended December 31, 2016, the U.S. dollar was generally weakerrelative to the Japanese Yen than during the year ended December 31, 2015, resulting in approximately $5.6 million of net unfavorable foreign currencyimpact to our Asia-Pacific cost of revenues during the year ended December 31, 2016 when compared to average exchange rates during the year endedDecember 31, 2015. We expect Asia-Pacific cost of revenues to increase as we continue to grow our business, including from the impact of our acquisition ofBit-isle.47Table of ContentsSales and Marketing Expenses. Our sales and marketing expenses for the years ended December 31, 2016 and 2015 were split among the followinggeographic regions (dollars in thousands): Years ended December 31, % Change 2016 % 2015 % Actual ConstantCurrencyAmericas$230,900 53% $208,310 63% 11% 11%EMEA137,887 31% 71,871 22% 92% 98%Asia-Pacific69,955 16% 51,831 15% 35% 34%Total$438,742 100% $332,012 100% 32% 34% Years Ended December 31, 2016 2015Sales and marketing expenses as a percentage of revenues: Americas14% 14%EMEA12% 10%Asia-Pacific9% 10%Total12% 12%Americas Sales and Marketing Expenses. The increase in our Americas sales and marketing expenses was primarily due to (i) $16.4 million of highercompensation costs, including sales compensation, general salaries, bonuses and stock-based compensation and headcount growth (553 Americas sales andmarketing employees as December 31, 2016 versus 497 as of December 31, 2015) and (ii) $7.9 million of higher advertising, promotion, consulting andtravel expenses to support our growth. During the year ended December 31, 2016, the impact of foreign currency fluctuations to our Americas sales andmarketing expenses was not significant when compared to average exchange rates during the year ended December 31, 2015. 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. We anticipate that we will continue to invest in Americas sales and marketing initiatives. As such, we expectour Americas sales and marketing expenses to continue to grow over the next year.EMEA Sales and Marketing Expenses. Sales and marketing expenses for our EMEA region for the year ended December 31, 2016 included $53.0 millionattributable to TelecityGroup, which closed in January 2016. Excluding the impact of TelecityGroup, our EMEA sales and marketing expenses were $84.9million for the year ended December 31, 2016 compared to $71.9 million for the year ended December 31, 2015. The increase was primarily due to (i) $6.5million of higher compensation costs, including sales compensation, general salaries, bonuses, stock-based compensation and headcount growth (283 EMEAsales and marketing employees, excluding TelecityGroup employees, as of December 31, 2016 versus 227 as of December 31, 2015), and (ii) $4.0 million ofhigher advertising, promotion, consulting, and other marketing expenses to support our growth. During the year ended December 31, 2016, the impact offoreign currency fluctuations resulted in approximately $4.8 million of net favorable foreign currency impact to our EMEA sales and marketing expensesprimarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 compared to the year endedDecember 31, 2015. Over the past several years, we have been investing in our EMEA sales and marketing initiatives to further increase our revenue. Theseinvestments have included the hiring of additional headcount and new product innovation efforts. We expect our EMEA sales and marketing expenses toincrease as a result of the TelecityGroup acquisition.Asia-Pacific Sales and Marketing Expenses. Sales and marketing expenses for our Asia-Pacific region included $15.6 million and $2.2 million of salesand marketing expenses attributable to Bit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015, respectively. Excludingthe impact of Bit-isle, our Asia-Pacific sales and marketing expenses were $54.4 million for the year ended December 31, 2016 compared to $49.6 million forthe year ended December 31, 2015. The increase was primarily due to $4.9 million of higher compensation costs, including sales compensation, generalsalaries, bonuses, stock-based compensation and headcount growth (205 Asia-Pacific sales and marketing employees as of December 31, 2016 versus 183 asof December 31, 2015, excluding Bit-isle employees in both periods). For the year ended December 31, 2016, the impact of foreign currency fluctuations toour Asia-Pacific sales and marketing expenses was not significant when compared to average exchange rates for the year ended December 31, 2015. Over thepast several years, we have been investing in our Asia-Pacific sales and marketing initiatives to further increase our revenue. These investments haveincluded the hiring of additional headcount and new product innovation efforts. We expect our Asia-Pacific sales and marketing expenses to increase as aresult of the Bit-isle acquisition.48Table of ContentsGeneral and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2016 and 2015 were split among thefollowing geographic regions (dollars in thousands): Years Ended December 31, % Change 2016 % 2015 % Actual ConstantCurrencyAmericas$391,637 56% $347,421 70% 13% 13%EMEA228,310 33% 92,803 19% 146% 157%Asia-Pacific74,614 11% 53,060 11% 41% 40%Total$694,561 100% $493,284 100% 41% 43% Years Ended December 31, 2016 2015General and Administrative expenses as a percentage of revenues: Americas23% 23%EMEA19% 13%Asia-Pacific10% 10%Total19% 18%Americas General and Administrative Expenses. The increase in our Americas general and administrative expenses was primarily due to (i) $17.5 millionof higher depreciation expense associated with certain systems to improve our quote to order and billing processes and other systems to support theintegration and growth of our business, (ii) $16.0 million of higher compensation costs, including general salaries, bonuses, stock-based compensation, andheadcount growth (934 Americas general and administrative employees as of December 31, 2016 versus 800 as of December 31, 2015) and (iii) $10.7 millionof higher office expense, rent and facility cost and outside services consulting costs also in line with our overall growth. During the year ended December 31,2016, the impact of foreign currency fluctuations to our Americas general and administrative expenses was not significant when compared to averageexchange rates for the year ended December 31, 2015. Over the last several years, we have been investing in our Americas general and administrativefunctions to scale this region effectively for growth, which has included additional investments into improving our back office systems. We expect ourcurrent efforts to improve our back office systems will continue over the next several years. Going forward, although we are carefully monitoring ourspending, we expect Americas general and administrative expenses to increase as we continue to further scale our operations to support our growth, includingthese investments in our back office systems and maintaining our REIT qualification.EMEA General and Administrative Expenses. General and administrative expenses for our EMEA region for the year ended December 31, 2016 included$92.7 million attributable to TelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016.Excluding the impact of TelecityGroup and the Paris IBX Data Center Acquisition, our EMEA general and administrative expenses were $135.6 million forthe year ended December 31, 2016 compared to $92.8 million for the year ended December 31, 2015. Excluding the impact of TelecityGroup and the ParisIBX Data Center Acquisition, the increase was primarily due to (i) $22.8 million of higher consulting services, travel, office and rent and facility costs tosupport the integration of TelecityGroup and (ii) $18.0 million of higher compensation costs, including general salaries, bonuses, stock-based compensationand headcount growth (562 EMEA general and administrative employees, excluding TelecityGroup employees, as of December 31, 2016 versus 420 as ofDecember 31, 2015). During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $10.1 million of netfavorable foreign currency impact to our EMEA general and administrative expenses primarily due to a generally stronger U.S. dollar relative to the Britishpound during the year ended December 31, 2016 compared to the year ended December 31, 2015. The increase in EMEA general and administrativeexpenses as a percentage of revenue is primarily due to an increase in amortization expense of $43.9 million associated with the TelecityGroup acquiredintangibles. Over the last several years, we have been investing in our EMEA general and administrative functions as a result of our ongoing efforts to scalethis region effectively for growth. Going forward, although we are carefully monitoring our spending given the current economic environment, we expect ourEMEA general and administrative expenses to increase in future periods as we continue to scale our operations to support our growth, as well as ongoingintegration of TelecityGroup.Asia-Pacific General and Administrative Expenses. General and administrative expenses for our Asia-Pacific region included $17.4 million and $5.8million of general and administrative expenses attributable to Bit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015,respectively. Excluding the impact of Bit-isle, our Asia-Pacific general and49Table of Contentsadministrative expenses were $57.2 million for the year ended December 31, 2016, as compared to $47.3 million for the year ended December 31, 2015.Excluding the impact of Bit-isle, the increase was primarily due to $8.5 million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth (317 Asia-Pacific general and administrative employees as of December 31, 2016 versus 266 as of December 31,2015, excluding Bit-isle employees in both periods). For the year ended December 31, 2016, the impact of foreign currency fluctuations to our Asia-Pacificgeneral and administrative expenses was not significant when compared to average exchange rates of the year ended December 31, 2015. Going forward,although we are carefully monitoring our spending, we expect Asia-Pacific general and administrative expenses to increase as a result of our acquisition andintegration of Bit-isle and as we continue to scale our operations to support our growth.Acquisition Costs. During the year ended December 31, 2016, we recorded acquisition costs totaling $64.2 million primarily attributed to the EMEAregion due to the acquisitions of Telecity and the Paris IBX Data Center. During the year ended December 31, 2015, we recorded acquisition costs totaling$41.7 million primarily attributed to the EMEA region, and to a lesser degree, to the Asia-Pacific region.Impairment Charges. During the year ended December 31, 2016, we recorded impairment charges totaling $7.7 million in the Asia-Pacific regionrelating to assets held for sale. We did not have impairment charges during the year ended December 31, 2015.Gain on Asset Sales. During the year ended December 31, 2016, we recorded a gain on asset sales of $32.8 million primarily relating to the sale of theLD2 data center in the EMEA region and a parcel of land in San Jose in the Americas region. We did not have any gain on asset sales during the year endedDecember 31, 2015.Income from Operations. Our income from operations for the years ended December 31, 2016 and 2015 were split among the following geographicregions (dollars in thousands): Years Ended December 31, % Change 2016 % 2015 % Actual ConstantCurrencyAmericas$352,180 57% $324,458 57% 9% 9%EMEA124,853 20% 145,527 26% (14)% (11)%Asia-Pacific141,706 23% 97,357 17% 46% 44%Total$618,739 100% $567,342 100% 9% 10%Americas Income from Operations. The increase in our Americas income from continuing operations was due to higher revenues as result of our IBX datacenter expansion activity and organic growth as described above as well as the gain recognized on the sale of the San Jose land parcel, partially offset byhigher cost of revenues and operating expenses primarily attributable to higher compensation and other headcount related expenses to support our growth.The impact of foreign currency fluctuations on our Americas income from continuing operations for the year ended December 31, 2016 was not significantwhen compared to average exchange rates of the year ended December 31, 2015.EMEA Income from Operations. The decrease in our EMEA income from continuing operations was primarily due to acquisition and integration costsincurred in connection with our acquisition of TelecityGroup, which closed in January 2016, as well as the increased depreciation and amortization createdfrom the purchase accounting for TelecityGroup and the Paris IBX Data Center Acquisition, partially offset by the gain recognized on the sale of the LD2data center. During the year ended December 31, 2016, the impact of foreign currency fluctuations resulted in approximately $5.2 million of net unfavorableforeign currency impact to our EMEA income from continuing operations primarily due to a generally stronger U.S. dollar relative to the British poundduring the year ended December 31, 2016 compared to the year ended December 31, 2015.Asia-Pacific Income from Operations. The increase in our Asia-Pacific income from continuing operations was primarily due to higher revenues as aresult of our acquisition and integration of Bit-isle, which closed in November 2015, as well as our IBX data center expansion activity and organic growth asdescribed above, partially offset by the impairment charges, higher cost of revenues and operating expenses primarily attributable to our acquisition of Bit-isle as well as higher compensation and other headcount related expenses and higher professional fees to support our growth. The impact of foreign currencyfluctuations on our Asia-Pacific income from continuing operations for the year ended December 31, 2016 was not significant when compared to averageexchange rates of the year ended December 31, 2015.Interest Income. Interest income was $3.5 million and $3.6 million for the years ended December 31, 2016 and 2015, respectively. The average yield forthe year ended December 31, 2016 was 0.37% versus 0.38% for the year ended December 31,50Table of Contents2015. We expect our interest income to remain at these low levels for the foreseeable future due to lower invested balances and a portfolio more weightedtowards money market funds.Interest Expense. Interest expense increased to $392.2 million for the year ended December 31, 2016 from $299.1 million for the year endedDecember 31, 2015. This increase in interest expense was primarily due to the impact of our $1.1 billion of senior notes issued in December 2015, $614.7million outstanding in seven-year term loans we borrowed in January 2016 and $406.6 million outstanding in five-year term loans we borrowed in October2016, replacing a bridge term loan facility we borrowed to finance our acquisition of Bit-isle, which closed in November 2015, as well as additionalfinancings such as various capital lease and other financing obligations to support our expansion projects. The increase in interest expense is partially offsetby the settlement of the 4.75% convertible debt in June 2016. During the years ended December 31, 2016 and 2015, we capitalized $13.3 million and $10.9million, respectively, of interest expense to construction in progress. Going forward, we expect to incur higher interest expense as we borrowed the €1.0billion Term B-2 Loan in January 2017. We also expect to incur additional indebtedness to support our growth and acquisition opportunities including theVerizon Asset Purchase, resulting in higher interest expense going forward.Other Income (Expense). We recorded net other expense of $57.9 million and $60.6 million for the years December 31, 2016 and 2015, respectively,primarily due to foreign currency exchange losses during the periods.Loss on Debt Extinguishment. During the year ended December 31, 2016, we recorded a $12.3 million loss on debt extinguishment as a result of thesettlement of the financing obligations for our Paris 3 IBX data center, a portion of the lender fees associated with the Japanese Yen Term Loan, and theprepayment and termination of our 2012 and 2013 Brazil financings. During the year ended December 31, 2015, we recorded a $0.3 million loss on debtextinguishment which was attributable to partial conversions of our 4.75% convertible subordinated notes in December 2015.Income Taxes. Effective January 1, 2015, we have operated as a REIT for federal income tax purposes. As a REIT, we are generally not subject to federalincome taxes on our taxable income distributed to our stockholders. We intend to distribute the entire taxable income generated by the operations of ourREIT and its QRSs for the tax years ended December 31, 2016 and December 31, 2015, respectively. As such, no provision for U.S. income taxes for the REITand its QRSs has been included in the accompanying consolidated financial statements for the years ended December 31, 2016 and 2015.We have made TRS elections for some of our subsidiaries in and outside the U.S. In general, a TRS may provide services that would otherwise beconsidered impermissible for REITs to provide and may hold assets that REITs cannot hold directly. U.S. income taxes for the TRS entities located in the U.S.and foreign income taxes for our foreign operations regardless of whether the foreign operations are operated as a QRS or TRS have been accrued, asnecessary, for the years ended December 31, 2016 and 2015.For the years ended December 31, 2016 and 2015, we recorded $45.5 million and $23.2 million of income tax expenses, respectively. Our effective taxrates were 28.4% and 11.0%, respectively, for the years ended December 31, 2016 and 2015. The increase in the effective tax rate in 2016 as compared to2015 is primarily due to higher profits in the domestic TRS and larger amount of non-deductible interest expenses within our EMEA operations.We recorded excess income tax benefits of $2,773,000 and $30,000 during the year ended December 31, 2016 and 2015, respectively, in ourconsolidated balance sheets.Adjusted EBITDA. Adjusted EBITDA is a key factor in how we assess the operating performance of our segments and develop regional growth strategiessuch as IBX data center expansion decisions. We define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, acquisition costs and gain on asset sales. See "Non-GAAP Financial Measures"below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to income or loss from operations. Our adjusted EBITDA forthe years ended December 31, 2016 and 2015 was split among the following geographic regions (dollars in thousands): Years Ended December 31, % Change 2016 % 2015 % Actual Constant CurrencyAmericas$787,311 47% $698,604 55% 13% 13%EMEA494,263 30% 318,561 25% 55% 59%Asia-Pacific375,900 23% 254,462 20% 48% 46%Total$1,657,474 100% $1,271,627 100% 30% 31%51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. During the year ended December 31, 2016, currency fluctuations resulted in approximately $2.2 million ofnet unfavorable foreign currency impact on our Americas adjusted EBITDA primarily due to the generally stronger U.S. dollar relative to the Brazilian realand Canadian dollar during the year ended December 31, 2016 compared to the year ended December 31, 2015.EMEA Adjusted EBITDA. Adjusted EBITDA for our EMEA region includes $189.0 million of adjusted EBITDA attributable to our acquisition ofTelecityGroup, which closed in January 2016, and the Paris IBX Data Center Acquisition, which closed in August 2016. Excluding adjusted EBITDAattributable to TelecityGroup and the Paris IBX Data Center Acquisition, the decrease in our EMEA adjusted EBITDA was primarily due to higher operatingcosts as result of our IBX data center expansion activity and organic growth as described above and integration costs relating to TelecityGroup acquisition.During the year ended December 31, 2016, currency fluctuations resulted in approximately $10.7 million of net unfavorable foreign currency impact to ourEMEA adjusted EBITDA primarily due to a generally stronger U.S. dollar relative to the British pound during the year ended December 31, 2016 comparedto the year ended December 31, 2015.Asia-Pacific Adjusted EBITDA. Adjusted EBITDA for our Asia-Pacific region includes $50.3 million and $5.2 million of adjusted EBITDA attributableto our acquisition of Bit-isle, which closed in November 2015, for the years ended December 31, 2016 and 2015, respectively. Excluding adjusted EBITDAattributable to Bit-isle, the increase in our Asia-Pacific adjusted EBITDA was primarily due to higher revenues as result of our IBX data center expansionactivity and organic growth as described above. During the year ended December 31, 2016, the U.S. dollar was generally weaker relative to the Japanese Yenthan during the year ended December 31, 2015, resulting in approximately $4.1 million of net favorable foreign currency impact to our Asia-Pacific revenuesduring the year ended December 31, 2016 when compared to average exchange rates during the year ended December 31, 2015.Years Ended December 31, 2015 and 2014Revenues. Our revenues for the years ended December 31, 2015 and 2014 were generated from the following revenue classifications and geographicregions (dollars in thousands): Years Ended December 31, % Change 2015 % 2014 % Actual ConstantCurrencyAmericas: Recurring revenues$1,432,084 52% $1,311,518 54% 9% 12%Non-recurring revenues80,451 3% 64,585 3% 25% 25% 1,512,535 55% 1,376,103 57% 10% 13%EMEA: Recurring revenues651,778 24% 598,953 24% 9% 23%Non-recurring revenues47,029 2% 38,312 1% 23% 41% 698,807 26% 637,265 25% 10% 24%Asia-Pacific: Recurring revenues485,279 18% 407,319 17% 19% 31%Non-recurring revenues29,246 1% 23,089 1% 27% 39% 514,525 19% 430,408 18% 20% 31%Total: Recurring revenues2,569,141 94% 2,317,790 95% 11% 18%Non-recurring revenues156,726 6% 125,986 5% 24% 32% $2,725,867 100% $2,443,776 100% 12% 19%Americas Revenues. During the years ended December 31, 2015 and 2014, our revenues from the United States, the largest revenue contributor in theAmericas region for the periods, represented approximately 93% and 91%, respectively, of the regional revenues. Growth in Americas revenues was primarilydue to (i) $44.5 million of revenue generated from our recently-opened IBX data centers and IBX data center expansions in the Dallas, New York, Rio deJaneiro, Silicon Valley, Toronto and Washington DC metro areas and (ii) an increase in orders from both our existing customers and new customers during theperiod as reflected in the growth in our utilization rate, as discussed above, in both our new and existing IBX data centers. During the year ended52Table of ContentsDecember 31, 2015, currency fluctuations resulted in approximately $37.7 million of unfavorable foreign currency impact on our Americas revenuesprimarily due to the generally stronger U.S. dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2015 compared tothe year ended December 31, 2014.EMEA Revenues. During the years ended December 31, 2015 and 2014, our revenues from the United Kingdom, the largest revenue contributor in theEMEA region for the periods, represented approximately 37% and 36%, respectively, of the regional revenues. Our EMEA revenue growth was due to (i)$23.6 million of revenue generated from our recently-opened IBX data centers and IBX data center expansions in the Amsterdam, Frankfurt, London, andParis 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, 2015, currency fluctuations resultedin approximately $94.1 million of net unfavorable foreign currency impact on our EMEA revenues primarily due to the generally stronger U.S. dollar relativeto the British pound and Euro during the year ended December 31, 2015 compared to the year ended December 31, 2014.Asia-Pacific Revenues. Our revenues from Singapore, the largest revenue contributor in the Asia-Pacific region, represented approximately 37% and38% of the regional revenues for the years ended December 31, 2015 and 2014. Our Asia-Pacific revenue growth was due to (i) $58.8 million of revenuegenerated from our recently-opened IBX data centers and IBX data center expansions in the Hong Kong, Melbourne, Shanghai, Singapore and Tokyo metroareas and (ii) an increase in orders from both our existing customers and new customers during the period as reflected in the growth in our utilization rate, asdiscussed above, in both our new and existing IBX data centers. In addition, our Asia-Pacific revenues for the year ended December 31, 2015 included $21.6million of revenue attributable to our acquisition of Bit-isle, which closed on November 2, 2015. During the year ended December 31, 2015, currencyfluctuations resulted in approximately $46.4 million of net unfavorable foreign currency impact on our Asia-Pacific revenues primarily due to the generallystronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the year ended December 31, 2015 compared to the year endedDecember 31, 2014.Cost of Revenues. Our cost of revenues for the years ended December 31, 2015 and 2014 were split among the following geographic regions (dollars inthousands): Years Ended December 31, % Change 2015 % 2014 % Actual ConstantCurrencyAmericas$637,604 49% $605,184 51% 5% 10%EMEA350,270 27% 337,095 28% 4% 19%Asia-Pacific303,632 24% 255,606 21% 19% 30%Total$1,291,506 100% $1,197,885 100% 8% 17% Years Ended December 31, 2015 2014Cost of revenues as a percentage of revenues: Americas42% 44%EMEA50% 53%Asia-Pacific59% 59%Total47% 49%Americas Cost of Revenues. Our Americas cost of revenues for the years ended December 31, 2015 and 2014 included $219.1 million and $218.4million, respectively, of depreciation expense. The increase in our Americas cost of revenues was primarily due to (i) $17.4 million of higher office expense,utilities, and repair and maintenance costs in support of our business growth, (ii) $7.3 million of higher compensation costs, including general salaries,bonuses, stock-based compensation and headcount growth (1,032 employees included in Americas cost of revenues as of December 31, 2015 versus 941 as ofDecember 31, 2014), (iii) $3.9 million of higher costs associated with equipment resales to support the growth of non-recurring revenues and (iv) $3.5 millionof higher property and real property tax expenses primarily due to our newly-opened IBX data centers during the year ended December 31, 2015, partiallyoffset by $2.6 million of lower rent and facility costs primarily as a result of certain leases being accounted for as capital leases rather than as operating leases.During the year ended December 31, 2015, currency fluctuations resulted in approximately $29.6 million of net favorable foreign currency impact on ourAmericas cost of revenues primarily due to the generally stronger U.S. dollar relative to the Brazilian real and Canadian dollar during the year endedDecember 31, 2015 compared to the year ended December 31, 2014.53Table of ContentsEMEA Cost of Revenues. EMEA cost of revenues included $97.8 million of depreciation expense for the years ended December 31, 2015 and 2014. Theincrease in our EMEA cost of revenues was primarily due to $3.4 million of higher compensation costs, including general salaries, bonuses, stock-basedcompensation and headcount growth (541 employees included in EMEA cost of revenues as of December 31, 2015 versus 473 as of December 31, 2014), and$13.2 million of higher costs associated with equipment resales, bandwidth and other customer services in support of our non-recurring revenues growth aswell as an increase in net losses related to cash flow derivatives. These increases were partially offset by $5.0 million of lower rent, facilities and utilitiesexpenses and $2.7 million of lower consulting costs. During the year ended December 31, 2015, the impact of foreign currency fluctuations resulted inapproximately $50.8 million of net favorable foreign currency impact on our EMEA cost of revenues primarily due to the generally stronger U.S. dollarrelative to the British pound and Euro during the year ended December 31, 2015 compared to the year ended December 31, 2014.Asia-Pacific Cost of Revenues. Asia-Pacific cost of revenues for the year ended December 31, 2015 included $17.4 million of cost of revenuesattributable to our acquisition of Bit-isle, which closed in November 2015. Excluding cost of revenues attributable to Bit-isle, Asia-Pacific cost of revenuesfor the year ended December 31, 2015 was $286.2 million compared to $255.6 million for the year ended December 31, 2014. Depreciation expense,excluding Bit-isle, was $116.9 million and $101.4 million for the years ended December 31, 2015 and 2014, respectively. Growth in depreciation expensewas primarily due to our IBX data center expansion activity. In addition to the increase in depreciation expense, the increase in Asia-Pacific cost of revenues,excluding cost of revenues attributable to Bit-isle, was primarily due to $9.9 million in higher consulting costs, utility costs, repairs and maintenance costsand rent and facility costs in support of our revenue growth as well as $2.8 million of higher compensation costs, including general salaries, bonuses, stock-based compensation and headcount growth (390 employees included in Asia-Pacific cost of revenues, excluding Bit-isle employees, as of December 31, 2015versus 342 as of December 31, 2014). During the year ended December 31, 2015, currency fluctuations resulted in approximately $24.7 million of netfavorable foreign currency impact on our Asia-Pacific cost of revenues 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, 2015 compared to the year ended December 31, 2014.Sales and Marketing Expenses. Our sales and marketing expenses for the years ended December 31, 2015 and 2014 were split among the followinggeographic regions (dollars in thousands): Years Ended December 31, % Change 2015 % 2014 % Actual ConstantCurrencyAmericas$208,310 63% $172,264 58% 21% 24%EMEA71,871 22% 79,890 27% (10)% —%Asia-Pacific51,831 15% 43,949 15% 18% 27%Total$332,012 100% $296,103 100% 12% 18% Years Ended December 31, 2015 2014Sales and marketing expenses as a percentage of revenues: Americas14% 13%EMEA10% 13%Asia-Pacific10% 10%Total12% 12%Americas Sales and Marketing Expenses. The increase in our Americas sales and marketing expenses was primarily due to (i) $26.5 million of highercompensation costs, including sales compensation, general salaries, bonuses, commission and stock-based compensation as a result of business andheadcount growth (497 Americas sales and marketing employees as of December 31, 2015 versus 450 as of December 31, 2014) and (ii) $8.6 million ofhigher travel, consulting and advertising and promotion costs in support of our business growth. During the year ended December 31, 2015, currencyfluctuations resulted in approximately $4.7 million of net favorable foreign currency impact on our Americas sales and marketing expenses primarily due tothe generally stronger U.S. dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2015 compared to the year endedDecember 31, 2014. Over the past several years, we have been investing in our Americas sales and marketing initiatives to further increase our revenue. Theseinvestments have included the hiring of additional headcount and new product innovation efforts.54Table of ContentsEMEA Sales and Marketing Expenses. The decrease in our EMEA sales and marketing expenses was primarily due to $4.5 million of lower professionalfees primarily due to the termination of certain contracts during 2014. During the year ended December 31, 2015, the impact of foreign currency fluctuationsresulted in approximately $8.3 million of net favorable foreign currency impact on our EMEA sales and marketing expenses primarily due to the generallystronger U.S. dollar relative to the British pound and Euro compared to the year ended December 31, 2014. Over the past several years, we have beeninvesting in our EMEA sales and marketing initiatives to further increase our revenue. These investments have included the hiring of additional headcountand new product innovation efforts and, as a result, our EMEA sales and marketing expenses as a percentage of revenues have increased. We expect ourEMEA sales and marketing expenses to further increase as a result of the TelecityGroup acquisition.Asia-Pacific Sales and Marketing Expenses. Asia-Pacific sales and marketing expenses for the year ended December 31, 2015 included $2.2 million ofsales and marketing expenses attributable to our acquisition of Bit-isle, which closed in November 2015. Excluding Bit-isle, Asia-Pacific sales and marketingexpenses were $49.6 million for the year ended December 31, 2015 compared to $43.9 million for the year ended December 31, 2014. The increase in ourAsia-Pacific sales and marketing expenses, excluding Bit-isle, was primarily due to $3.6 million of higher compensation costs, including sales compensation,general salaries, bonuses, commission and stock-based compensation as a result of business and headcount growth (183 Asia-Pacific sales and marketingemployees, excluding Bit-isle employees, versus 155 as of December 31, 2014). During the year ended December 31, 2015, the impact of foreign currencyfluctuations resulted in approximately $3.6 million of net favorable impact on our Asia-Pacific sales and marketing expenses primarily due to a generallystronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the year ended December 31, 2015 compared to the year endedDecember 31, 2014. Over the past several years, we have been investing in our Asia-Pacific sales and marketing initiatives to further increase our revenue.These investments have included the hiring of additional headcount and new product innovation efforts and, as a result, our Asia-Pacific sales and marketingexpenses have increased. We expect our APAC sales and marketing expenses to further increase as a result of the Bit-Isle acquisition.General and Administrative Expenses. Our general and administrative expenses for the years ended December 31, 2015 and 2014 were split among thefollowing geographic regions (dollars in thousands): Years Ended December 31, % Change 2015 % 2014 % Actual ConstantCurrencyAmericas$347,421 70% $315,533 72% 10% 11%EMEA92,803 19% 79,942 18% 16% 26%Asia-Pacific53,060 11% 42,541 10% 25% 35%Total$493,284 100% $438,016 100% 13% 16% Years Ended December 31, 2015 2014General and Administrative expenses as a percentage of revenues: Americas23% 23%EMEA13% 13%Asia-Pacific10% 10%Total18% 18%Americas General and Administrative Expenses. The increase in our Americas general and administrative expenses was primarily due to (i) $15.0 millionof higher compensation costs, including general salaries, bonuses and stock-based compensation as a result of headcount growth (800 Americas general andadministrative employees as of December 31, 2015 versus 731 as of December 31, 2014), (ii) $17.0 million of higher depreciation expenses primarilyassociated with the implementation of the Oracle R12 ERP system and certain systems to support the REIT conversion and (iii) $10.9 million of higher officeexpenses, travel, entertainment, and rent and facility costs, in support of our business growth, partially offset by an $11.3 million reduction in professionalfees related to our REIT conversion as compared to those incurred during the year ended December 31, 2014. During the year ended December 31, 2015,currency fluctuations resulted in approximately $3.2 million of net favorable foreign currency impact on our Americas general and administrative expensesprimarily due to the generally stronger U.S. dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2015 compared tothe year ended December 31, 2014. Over the course of the past year, we have been investing in our Americas general and administrative functions to scalethis region effectively for growth, which has included additional investments into improving our back office systems. We expect our current efforts toimprove our back office systems will continue over the next several years.55Table of ContentsEMEA General and Administrative Expenses. The increase in our EMEA general and administrative expenses was primarily due to (i) approximately$4.2 million of higher compensation costs, including general salaries, bonuses and stock-based compensation as a result of headcount growth (420 EMEAgeneral and administrative employees as of December 31, 2015 versus 353 as of December 31, 2014), (ii) $4.3 million of higher depreciation expenses due toimplementation of the Oracle R12 ERP system and certain systems to support the REIT conversion and (iii) $2.8 million of higher consulting costs primarilydue to integration efforts in connection with our acquisition of TelecityGroup as well as an increase in net losses related to cash flow hedging derivatives.During the year ended December 31, 2015, the impact of foreign currency fluctuations resulted in approximately $7.8 million of net favorable foreigncurrency impact on our EMEA general and administrative expenses primarily due to the generally stronger U.S. dollar relative to the British pound and Euroduring the year ended December 31, 2015 compared to the year ended December 31, 2014.Asia-Pacific General and Administrative Expenses. Asia-Pacific general and administrative expenses for the year ended December 31, 2015 included$5.8 million of general and administrative expenses attributable to our acquisition of Bit-isle, which closed on November 2, 2015. Excluding general andadministrative expenses attributable to Bit-isle, Asia-Pacific general and administrative expenses for the year ended December 31, 2015 were $47.3 millioncompared to $42.5 million for the year ended December 31, 2014. Excluding general and administrative expenses attributable to Bit-isle, the increase in ourAsia-Pacific general and administrative expenses was primarily due to a $2.2 million increase in consulting costs, legal fees and other costs for tax-relatedmatters as well as higher compensation costs, including general salaries, bonuses and stock-based compensation as a result of headcount growth (266 Asia-Pacific general and administrative employees, excluding Bit-isle employees, as of December 31, 2015 versus 224 as of December 31, 2014). During the yearended December 31, 2015, the impact of foreign currency fluctuations resulted in approximately $3.4 million of net favorable impact on our Asia-Pacificgeneral and administrative expenses primarily due to a generally stronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollarcompared to the year ended December 31, 2014.Acquisition Costs. During the year ended December 31, 2015, we recorded acquisition costs totaling $41.7 million primarily attributed to the EMEAregion, and to a lesser degree, to the Asia-Pacific region. During the year ended December 31, 2014, we recorded acquisition costs totaling $2.5 millionprimarily attributed to the EMEA regions.Income from Operations. Our income from operations for the years ended December 31, 2015 and 2014 were split among the following geographicregions (dollars in thousands): Years Ended December 31, % Change 2015 % 2014 % Actual ConstantCurrencyAmericas$324,458 57% $282,219 56% 15% 15%EMEA145,527 26% 138,685 27% 5% 23%Asia-Pacific97,357 17% 88,362 17% 10% 24%Total$567,342 100% $509,266 100% 11% 19%Americas Income from Operations. The increase in our Americas income from operations was due to higher revenues as result of our IBX data centerexpansion activity and organic growth as described above, partially offset by higher operating expenses as a percentage of revenues primarily attributable tohigher compensation and other headcount related expenses to support our growth.EMEA Income from Operations. The increase in our EMEA income from operations was primarily due to higher revenues as a result of our IBX datacenter expansion activity and organic growth as described above. During the year ended December 31, 2015, currency fluctuations resulted in approximately$25.6 million of net unfavorable foreign currency impact on our EMEA income from operations primarily due to the generally stronger U.S. dollar relative tothe British pounds and Euro during the year ended December 31, 2015 compared to the year ended December 31, 2014.Asia-Pacific Income from Operations. The increase in our Asia-Pacific income from operations was primarily due to higher revenues as a result of ourIBX data center expansion activity and organic growth as described above, partially offset by higher operating expenses as a percentage of revenuesprimarily attributable to higher compensation and other headcount related expenses and higher professional fees to support our growth. During the yearended December 31, 2015, currency fluctuations resulted in approximately $17.5 million of net unfavorable foreign currency impact on our Asia-Pacificincome from operations primarily due to the generally stronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the yearended December 31, 2015 compared to the year ended December 31, 2014.56Table of ContentsInterest Income. Interest income was $3.6 million and $2.9 million for the years ended December 31, 2015 and 2014, respectively. The average yield forthe year ended December 31, 2015 was 0.38% versus 0.33% for the year ended December 31, 2014.Interest Expense. Interest expense increased to $299.1 million for the year ended December 31, 2015 from $270.6 million for the year ended December31, 2014. This increase in interest expense was primarily due to the full impact recognized for the year ended December 31, 2015 of our $1.25 billion seniornotes offering in November 2014, the $0.5 billion Term loan A we borrowed in December 2014 under our senior credit facility and $18 million of higherinterest expense from various capital lease and other financing obligations to support our expansion projects, which was partially offset by the redemption ofour 7.00% senior notes in December 2014, the settlement of the 3.00% convertible notes and the partial redemption of the 4.75% convertible notes in June2014. During the years ended December 31, 2015 and 2014, we capitalized $10.9 million and $19.0 million, respectively, of interest expense to constructionin progress.Other Income (Expense). We recorded net expense of $60.6 million and net income of $0.1 million for the years December 31, 2015 and 2014,respectively, primarily due to foreign currency exchange gains and losses during the periods. The expense recorded in 2015 is primarily attributed to foreigncurrency losses to fund the TelecityGroup acquisition purchase price.Loss on Debt Extinguishment. During the year ended December 31, 2015, we recorded a $0.3 million loss on debt extinguishment which wasattributable to partial conversions of our 4.75% convertible subordinated notes in December 2015. During the year ended December 31, 2014, we recorded a$157.0 million loss on debt extinguishment, of which $51.2 million was attributable to the exchanges of the 3.00% convertible subordinated notes and4.75% convertible subordinated notes, $103.3 million was attributable to the redemption of our $750.0 million 7.00% senior notes and $2.5 million wasattributable to the prepayment and termination of our $750.0 million multicurrency credit facility. For additional information, see “Loss on DebtExtinguishment” in Note 10 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, 2015 and 2014, we recorded $23.2 million and $345.5 million of income tax expenses, respectively.We recognized a significantly lower income tax provision in 2015 as compared to the income tax provision in 2014 primarily due to the de-recognition, in2014, of the deferred tax assets and liabilities of our U.S. operations upon conversion to a REIT.The $345.5 million of income tax expense recorded during the year ended December 31, 2014 was primarily attributable to the statutory tax rate changedue to our REIT conversion, which resulted in a $324.1 million domestic deferred tax assets write-off. In connection with the formal approval of ourconversion to a REIT by our Board of Directors in December 2014, we reassessed, in the fourth quarter of 2014, the deferred tax assets and liabilities of ourU.S. operations to be included in the REIT structure. The reevaluation resulted in de-recognizing the deferred tax assets and liabilities of our REIT’s U.S.operations, excluding the deferred tax liabilities associated with the depreciation and amortization recapture expected in 2015. The de-recognition of thedeferred tax assets and liabilities of our REIT’s U.S. operations occurred because the expected recovery or settlement of the related assets and liabilities willnot result in deductible or taxable amounts in any post-REIT conversion periods. The deferred tax assets and liabilities associated with our foreignoperations, regardless of whether such foreign operations were part of the REIT conversion, are not subject to the de-recognition assessment. We generally donot expect our occasional sale of assets to result in a material tax liability.Our effective tax rates were 11.0% and 407.7%, respectively, for the years ended December 31, 2015 and 2014. Our effective tax rate for the year endedDecember 31, 2014 was primarily due to tax expense attributable to the $324.1 million domestic deferred tax assets write-off as a result of our REITconversion. Excluding this tax expense, our effective tax rate would have been 25.2% for the year ended December 31, 2014. Due to our REIT conversion, weare entitled to a deduction for dividends paid, which results in a substantial reduction of U.S income tax expense. As a REIT, substantially all of our incometax expense is the foreign income tax incurred by our foreign subsidiaries and the U.S. income tax expense incurred by our U.S. TRSs.We recorded excess income tax benefits of $30,000 and $18.6 million during the years ended December 31, 2015 and 2014, respectively, in ourconsolidated balance sheets.57Table of ContentsAdjusted EBITDA. Adjusted EBITDA is a key factor in how we assess the operating performance of our segments and develop regional growth strategiessuch as IBX data center expansion decisions. We define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, acquisition costs and gain on asset sales. See "Non-GAAP Financial Measures"below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to income or loss from operations. Our adjusted EBITDA forthe years ended December 31, 2015 and 2014 was split among the following geographic regions (dollars in thousands): Years Ended December 31, % Change 2015 % 2014 % Actual ConstantCurrencyAmericas$698,604 55% $635,007 57% 10% 12%EMEA318,561 25% 269,222 24% 18% 35%Asia-Pacific254,462 20% 209,662 19% 21% 34%Total$1,271,627 100% $1,113,891 100% 14% 22%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, partially offset by higher adjusted operating expenses as a percentage of revenues primarily attributable tohigher compensation and other headcount related expenses to support our growth. During the year ended December 31, 2015, currency fluctuations resultedin approximately $12.2 million of net unfavorable foreign currency impact on our Americas adjusted EBITDA primarily due to the generally stronger U.S.dollar relative to the Brazilian real and Canadian dollar during the year ended December 31, 2015 compared to the year ended December 31, 2014.EMEA Adjusted EBITDA. The increase in our EMEA adjusted EBITDA was primarily due to higher revenues as a result of our IBX data center expansionactivity and organic growth as described above. During the year ended December 31, 2015, currency fluctuations resulted in approximately $45.4 million ofnet unfavorable foreign currency impact on our EMEA adjusted EBITDA primarily due to the generally stronger U.S. dollar relative to the British pounds andEuro during the year ended December 31, 2015 compared to the year ended December 31, 2014.Asia-Pacific Adjusted EBITDA. The increase in our Asia-Pacific 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 percentages of revenues primarilyattributable to higher compensation and other headcount related expenses and higher professional fees to support our growth. During the year endedDecember 31, 2015, currency fluctuations resulted in approximately $26.1 million of net unfavorable foreign currency impact on our Asia-Pacific adjustedEBITDA primarily due to the generally stronger U.S. dollar relative to the Australian dollar, Japanese yen and Singapore dollar during the year endedDecember 31, 2015 compared to the year ended December 31, 2014.Non-GAAP Financial MeasuresWe provide all information required in accordance with generally accepted accounting principles (“GAAP”), but we believe that evaluating our ongoingoperating results may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we use non-GAAP financial measures to evaluate ouroperations.Non-GAAP financial measures are not a substitute for financial information prepared in accordance with GAAP. Non-GAAP financial measures shouldnot be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures and the reconciliation of thenon-GAAP financial measures to the most directly comparable GAAP financial measures. We have presented such non-GAAP financial measures to provideinvestors with an additional tool to evaluate our operating results in a manner that focuses on what management believes to be our core, ongoing businessoperations. We believe that the inclusion of these non-GAAP financial measures provides consistency and comparability with past reports and provides abetter understanding of the overall performance of the business and 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 that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not be calculated inthe same manner, as those of other companies. Investors should therefore exercise caution when comparing non-GAAP financial measures used by us tosimilarly titled non-GAAP financial measures of other companies.Our primary non-GAAP financial measures, adjusted EBITDA and adjusted funds from operations (“AFFO”), exclude depreciation expense as thesecharges primarily relate to the initial construction costs of our IBX data centers and do not reflect58Table of Contentsour 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 10 years.The construction costs of an IBX data center do not recur with respect to such data center, although we may incur initial construction costs in future periodswith respect to additional IBX data centers, and future capital expenditures remain minor relative to our initial investment. This is a trend we expect tocontinue. In addition, depreciation is also based on the estimated useful lives of our IBX data centers. These estimates could vary from actual performance ofthe asset, are based on historical costs incurred to build out our IBX data centers and are not indicative of current or expected future capital expenditures.Therefore, we exclude depreciation from our operating results when evaluating our operations.In addition, in presenting adjusted EBITDA and AFFO, we exclude amortization expense related to acquired intangible assets. Amortization expense issignificantly affected by the timing and magnitude of our acquisitions and these charges may vary in amount from period to period. We exclude amortizationexpense to facilitate a more meaningful evaluation of our current operating performance and comparisons to our prior periods. We exclude accretion expense,both as it relates to asset retirement obligations as well as accrued restructuring charge liabilities, as these expenses represent costs which we believe are notmeaningful in evaluating our current operations. We exclude stock-based compensation expense, as it can vary significantly from period to period based onshare price, the timing, size and nature of equity awards. As such, we, and many investors and analysts, exclude this stock-based compensation expense tocompare our operating results with those of other companies. We also exclude restructuring charges. The restructuring charges relate to our decisions to exitleases for excess space adjacent to several of our IBX data centers, which we did not intend to build out, or our decision to reverse such restructuring charges.We also exclude impairment charges related to certain long-lived assets. The impairment charges are related to expense recognized whenever events orchanges in circumstances indicate that the carrying amount of long-lived assets are not recoverable. We also exclude gains on asset sales as it representsprofit that is not meaningful in evaluating the current or future operating performance. Finally, we exclude acquisition costs from AFFO and adjustedEBITDA to allow more comparable comparisons of our financial results to our historical operations. The acquisition costs relate to costs we incur inconnection with business combinations. Such charges generally are not relevant to assessing the long-term performance of the company. In addition, thefrequency and amount of such charges vary significantly based on the size and timing of the acquisitions. Management believes items such as restructuringcharges, impairment charges, gains on asset sales and acquisition costs are non-core transactions; however, these types of costs may occur in future periods.Adjusted EBITDAWe define adjusted EBITDA as income or loss from operations plus depreciation, amortization, accretion, stock-based compensation expense,restructuring charges, impairment charges, acquisition costs, and gain on asset sales as presented below (in thousands): Years Ended December 31, 2016 2015 2014Income from operations$618,739 $567,342 $509,266Depreciation, amortization, and accretion expense843,510 528,929 484,129Stock-based compensation expense156,148 133,633 117,990Acquisition costs64,195 41,723 2,506Impairment charges7,698 — —Gain on asset sales(32,816) — —Adjusted EBITDA$1,657,474 $1,271,627 $1,113,891Our 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”.Funds from Operations (“FFO”) and AFFOWe use FFO and AFFO, which are non-GAAP financial measures commonly used in the REIT industry. FFO is calculated in accordance with thestandards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss), excluding gain (loss) fromthe disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures’ and non-controlling interests’ share of these items.We use AFFO to evaluate our performance on a consolidated basis and as a metric in the determination of employees’ annual bonuses beginning in 2015and vesting of restricted stock units that were granted beginning in 2015 and that have both service and performance conditions. In presenting AFFO, weexclude certain items that we believe are not good indicators of our current or future operating performance. AFFO represents FFO excluding depreciationand amortization expense on non-real estate assets,59Table of Contentsaccretion, stock-based compensation, restructuring charges, impairment charges, acquisition costs, an installation revenue adjustment, a straight-line rentexpense adjustment, amortization of deferred financing costs, gain (loss) on debt extinguishment, an income tax expense adjustment, recurring capitalexpenditures and adjustments for unconsolidated joint ventures' and noncontrolling interests’ share of these items, gain on asset sales and net income (loss)from discontinued operations, net of tax. The adjustments for both installation revenue and straight-line rent expense are intended to isolate the cash activityincluded within the straight-lined or amortized results in the consolidated statement of operations. We exclude the amortization of deferred financing costs asthese expenses relate to the initial costs incurred in connection with debt financings that have no current or future cash obligations. We exclude gain (loss)on debt extinguishment since it generally represents the write-off of initial costs incurred in connection with debt financings or a cost that is incurred toreduce future interest costs and is not a good indicator of our current or future operating performance. We include an income tax expense adjustment, whichrepresents the non-cash tax impact due to changes in valuation allowances, uncertain tax positions and deferred taxes that do not relate to current period’soperations. We deduct recurring capital expenditures, which represent expenditures to extend the useful life of its IBX centers or other assets that are requiredto support current revenues. We also exclude net income (loss) from discontinued operations, net of tax, which represents results that may not recur and arenot a good indicator of our current future operating performance.60Table of ContentsOur FFO and AFFO were as follows (in thousands): Years Ended December 31, 2016 2015 2014Net income (loss)$126,800 $187,774 $(260,726)Net loss attributable to redeemable non-controlling interests— — 1,179Net income (loss) attributable to Equinix126,800 187,774 (259,547)Adjustments: Real estate depreciation and amortization626,564 439,969 417,703(Gain) loss on disposition of real estate property(28,388) 1,382 301Adjustments for FFO from unconsolidated joint ventures113 113 112Non-controlling interests' share of above adjustments— — (5,303)NAREIT FFO attributable to common stockholders$725,089 $629,238 $153,266 Years Ended December 31, 2016 2015 2014NAREIT FFO attributable to common stockholders$725,089 $629,238 $153,266Adjustments: Installation revenue adjustment20,161 35,498 25,720Straight-line rent expense adjustment7,700 7,931 13,048Amortization of deferred financing costs18,696 16,135 19,020Stock-based compensation expense156,149 133,633 117,990Non-real estate depreciation expense87,781 58,165 36,232Amortization expense122,862 27,446 27,756Accretion expense6,303 3,349 2,438Recurring capital expenditures(141,819) (120,281) (105,366)Loss on debt extinguishment12,276 289 156,990Acquisition costs64,195 41,723 2,506Impairment charges7,698 — —Net income from discontinued operations, net of tax(12,392) — —Income tax expense adjustment3,680 (1,270) 315,289Adjustments for AFFO from unconsolidated joint ventures(40) (58) (76)Non-controlling interests' share of above adjustments— — (3,134)AFFO$1,078,339 $831,798 $761,679Our AFFO results have improved due to the improved operating results discussed earlier in “Results of Operations,” as well as due to the nature of ourbusiness model which consists of a recurring revenue stream and a cost structure which has a large base that is fixed in nature as discussed earlier in“Overview.”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 theEuro, British pound, Japanese yen, Singapore dollar, Australian dollar and Brazilian real. In order to provide a framework for assessing how each of ourbusiness segments performed excluding the impact of foreign currency fluctuations, we present period-over-period percentage changes in our revenues andcertain operating expenses on a constant currency basis in addition to the historical amounts as reported. Presenting constant currency results of operations isa non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of operations. However, we have presentedthis non-GAAP financial measure to provide investors with an additional tool to evaluate our operating results. To present this information, our current andcomparative prior period revenues61Table of Contentsand certain operating expenses from entities reporting in currencies other than the U.S. dollar are converted into U.S. dollars at constant exchange rates ratherthan the actual exchange rates in effect during the respective periods (i.e. average rates in effect for the year ended December 31, 2015 are used as exchangerates for the year ended December 31, 2016 when comparing the year ended December 31, 2016 with the year ended December 31, 2015, and average rates ineffect for the year ended December 31, 2014 are used as exchange rates for the year ended December 31, 2015 when comparing the year ended December 31,2015 with the year ended December 31, 2014).Liquidity and Capital ResourcesAs of December 31, 2016, our total indebtedness was comprised of debt and financing obligations totaling approximately $6,821.6 million consisting of(a) approximately $3,850.0 million of principal from our senior notes, (b) approximately $1,511.8 million from our capital lease and other financingobligations, and (c) $1,459.8 million of principal from our mortgage and other loans payable (gross of discount and premium).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 regular dividend distributions and completion of our publicly-announcedexpansion projects. As of December 31, 2016, we had $761.9 million of cash, cash equivalents and short-term and long-term investments, of whichapproximately $380.8 million was held in the U.S. We believe that our current expansion activities can be funded with our cash and cash equivalents andinvestments. On December 6, 2016, we entered into a transaction agreement with Verizon to acquire Verizon's colocation services business at 24 data centersites located in the United States, Brazil and Colombia for a cash purchase price of $3,600.0 million. We expect to fund the acquisition with a combination ofcash on hand, proceeds from the €1,000.0 million Term B-2 Loan which we borrowed in full on January 6, 2017 (see Note 10 of Notes to ConsolidatedFinancial Statements in Item 8 of this Annual Report on Form 10-K), and proceeds from future debt and equity financings. In connection with the VerizonAsset Purchase, we entered into a commitment letter to provide a senior unsecured bridge facility in the aggregate principal amount of $2,000.0 million forthe purpose of funding a portion of the cash consideration for the acquisition. See Note 2 of Notes to Consolidated Financial Statements in Item 8 of thisAnnual Report on Form 10-K.As of December 31, 2016, we had 30 irrevocable letters of credit totaling $50.5 million issued and outstanding under the revolving credit facility; as aresult of these letters of credit, we had a total of approximately $1,449.5 million of additional liquidity available to us under the revolving credit facility.Besides any further financing activities we may pursue, customer collections are our primary source of cash. While we believe we have a strong customerbase, and have continued to experience relatively strong collections, if the current market conditions were to deteriorate, some of our customers may havedifficulty paying us and we may experience increased churn in our customer base, including reductions in their commitments to us, all of which could have amaterial adverse effect on our liquidity. Additionally, we may pursue additional expansion opportunities, primarily the build out of new IBX data centers, incertain of our existing markets which are at or near capacity within the next year, as well as potential acquisitions. While we expect to fund these plans withour existing resources, additional financing, either debt or equity, may be required, and if current market conditions were to deteriorate, we may be unable tosecure additional financing or any such additional financing may only be available to us on unfavorable terms. An inability to pursue additional expansionopportunities will have a material adverse effect on our ability to maintain our desired level of revenue growth in future periods.We completed our conversion to a REIT in 2014 and began operating as a REIT effective January 1, 2015. As a result of our conversion to a REIT, wemade special distributions to our stockholders in 2015 and 2014. The distributions were payable in common stock or cash at the election of our stockholders,with the cash portion of the distributions subject to certain maximum amounts. As a result of the special distributions, we paid a total of $125.5 million in2015 and $83.3 million in 2014 and distributed 1.7 million and 1.5 million shares of common stock in 2015 and 2014, respectively. Also as a result of ourconversion to a REIT, we began paying quarterly dividends in 2015. We paid an aggregate of $499.5 million of quarterly cash dividends during 2016 and$521.5 million of quarterly cash dividends and special distribution during 2015.Sources and Uses of Cash Years Ended December 31, 2016 2015 2014 (in thousands)Net cash provided by operating activities$1,016,580 $894,793 $689,420Net cash used in investing activities(1,592,155) (1,134,927) (435,839)Net cash provided by (used in) financing activities(894,292) 1,873,182 107,40162Table of ContentsOperating ActivitiesThe increase in net cash provided by operating activities during 2016 compared to 2015 was primarily due to improved operating results combined withincremental operating cash provided by the acquisition of TelecityGroup in January 2016 and inclusion of full year operating results of Bit-isle. The increasein net cash provided by operating activities during 2015 compared to 2014 was primarily due to improved operating results.Investing ActivitiesThe increase in net cash used in investing activities during 2016 compared to 2015 was primarily due to the increase in spending for the acquisitions ofTelecityGroup and the Paris IBX Data Center of $1,521.4 million, net of cash acquired, over prior year acquisition spending, a decrease in sales andmaturities of investments, net of purchases, of $503.3 million and $245.2 million of higher capital expenditures, primarily a result of expansion activity.These uses were partially offset by proceeds from sales of assets of $851.6 million, net of cash transferred, and changes in restricted cash totaling $950.9million related primarily to the TelecityGroup acquisition. The increase in net cash used in investing activities during 2015 compared to 2014 was primarilydue to a $513.9 million increase in restricted cash, primarily in connection with our cash and share offer for TelecityGroup, $245.6 million, net of cash for ouracquisition of Bit-isle and Nimbo, $207.9 million of higher capital expenditures primarily as a result of expansion activity and $21.5 million of higherpurchases of real estate, partially offset by $187.0 million of lower purchase of investments and $87.6 million of higher sales and maturities of investment.During 2017, we expect to complete the acquisition of Verizon's data center sites located in the United States, Brazil and Colombia. We also anticipateour IBX expansion construction activity will be approximately the same as our 2016 levels. If the opportunity to expand is greater than planned and we havesufficient funding to pursue such expansion opportunities, we may further increase the level of capital expenditures to support this growth as well as pursueadditional business acquisitions, property acquisitions or joint ventures.Financing ActivitiesNet cash used in financing activities during 2016 was primarily due to (i) $1,462.9 million repayment of loans payable including repayment of loansassumed in the TelecityGroup acquisition, bridge term loan and revolving credit facility, (ii) $114.4 million repayment of capital lease and other financingobligations and (iii) $499.5 million payment of dividends, partially offset by (iv) $1,168.3 million of proceeds from loans payable including proceeds fromour Term Loan B and Japanese Yen Term Loan. Net cash provided by financing activities during 2015 was primarily due to (i) $1,100.0 million of grossproceeds from the senior notes offering in December 2015, (ii) $829.5 million of net proceeds from our public offering of common stock in November 2015,(iii) $1,197.1 million of proceeds from loans payable including proceeds from our term loan modification, our bridge term loan and our revolving creditfacility, partially offset by (iv) $715.3 million repayment of mortgage and loans payable including repayment of $171.2 million of loans assumed in the Bit-isle acquisition and repayment of $544.1 million of U.S. dollar-denominated term loan and other mortgage and loan payments, (v) $396.0 million ofquarterly dividend distributions and (vi) $125.5 million of special distributions. The net cash provided by financing activities for 2014 was primarily due to$1,250.00 million of proceeds from the senior notes offering in November 2014, $500.0 million of proceeds from the term loan facility, partially offset by (i)$1,100.0 million for repayment of debt including $750.0 million for the redemption of the 7.00% senior notes, prepayment of the remaining principalbalance of the U.S. term loan of $110.0 million, $43.5 million for repayments of mortgage and other loan payable, and $29.5 million for the exchanges of the3.00% convertible subordinated notes and 4.75% convertible subordinated notes, (ii) $298.0 million for the purchases of treasury stock, (iii) $226.3 millionfor the purchase of Riverwood’s interest in ALOG and the approximate 10% of ALOG owned by ALOG management and (iv) $83.3 million for the cashportion of the special distribution. Going forward, we expect that our financing activities will consist primarily of repayment of our debt and additionalfinancings needed to support expansion opportunities, additional acquisitions or joint ventures and the payment of our regular cash dividends.Debt ObligationsDebt FacilitiesWe have various debt obligations with maturity dates ranging from 2017 to 2026 under which a total principal balance of $5,309.8 million remainedoutstanding (gross of debt issuance cost and discounts) as of December 31, 2016. For further information on debt obligations, see “Debt Facilities” in Note 10of Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.63Table of ContentsCapital Lease and Other Financing ObligationsWe have numerous capital lease and other financing obligations with maturity dates ranging from 2017 to 2053 under which a total principal balance of$1,511.8 million remained outstanding as of December 31, 2016 with a weighted average effective interest rate of 7.96%. For further information on ourcapital leases and other financing obligations, see “Capital Leases and Other Financing Obligations” in Note 9 of Notes to Consolidated FinancialStatements in Item 8 of this Annual Report on Form 10-K.Contractual Obligations and Off-Balance-Sheet ArrangementsWe lease a majority of our IBX data centers and certain equipment under non-cancelable lease agreements expiring through 2065. The followingrepresents our debt maturities, financings, leases and other contractual commitments as of December 31, 2016 (in thousands): 2017 2018 2019 2020 2021 Thereafter TotalSenior notes (1)$— $— $— $500,000 $— $3,350,000 $3,850,000Term loan A (1)37,356 37,356 317,526 — — — 392,238Term loan B(1)6,194 6,194 6,194 6,194 6,194 583,774 614,744Japan term loan (1)21,400 21,400 21,400 21,400 321,000 — 406,600Mortgage payable (1)1,060 1,106 1,153 1,203 1,256 24,532 30,310Other loans payable (1)1,918 1,957 1,997 2,038 2,080 5,944 15,934Interest (2)252,985 251,717 250,297 227,385 213,697 514,313 1,710,394Capital lease and other financingobligations (3)161,602 158,887 154,764 153,763 155,103 1,520,510 2,304,629Operating leases (4)142,854 138,555 134,123 122,781 114,890 958,068 1,611,271Other contractual commitments (5)446,932 45,420 6,460 14,379 3,681 22,430 539,302Asset retirement obligations (6)10,511 5,398 13,223 3,596 3,526 66,761 103,015 $1,082,812 $667,990 $907,137 $1,052,739 $821,427 $7,046,332 $11,578,437_________________________(1)Represents principal and premium only.(2)Represents interest on mortgage payable, senior notes, term loan facilities and other loans payable based on their approximate interest rates as of December 31, 2016.(3)Represents principal and interest.(4)Represents minimum operating lease payments, excluding potential lease renewals.(5)Represents unaccrued contractual commitments. Other contractual commitments are described below.(6)Represents liability, net of future accretion expense.In connection with certain of our leases and other contracts requiring deposits, we entered into 30 irrevocable letters of credit totaling $50.5 millionunder the revolving credit facility. These letters of credit were provided in lieu of cash deposits. If the landlords for these IBX leases decide to draw down onthese letters of credit triggered by an event of default under the lease, we will be required to fund these letters of credit either through cash collateral orborrowing 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 $53.3 million as of December 31, 2016. 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, 2016, we were contractually committed for $234.4 million ofunaccrued capital expenditures, primarily for IBX equipment not yet delivered and labor not yet provided in connection with the work necessary to completeconstruction and open these IBX data centers prior to making them available to customers for installation. This amount, which is expected to be paid during2017 and thereafter, is reflected in the table above as “other contractual commitments.”We had other non-capital purchase commitments in place as of December 31, 2016, such as commitments to purchase power in select locations and otheropen purchase orders, which contractually bind us for goods or services to be delivered or provided during 2017 and beyond. Such other purchasecommitments as of December 31, 2016, which total $304.9 million, are also reflected in the table above as “other contractual commitments.”64Table of ContentsIn addition, although we are not contractually obligated to do so, we expect to incur additional capital expenditures of approximately $634.7 million to$734.7 million, in addition to the $539.3 million in contractual commitments discussed above as of December 31, 2016, for our various IBX data centerexpansion projects during 2017 and thereafter in order to complete the work needed to open these IBX data centers. These non-contractual capitalexpenditures are not reflected in the table above. If we so choose, whether due to economic factors or other considerations, we could delay these non-contractual capital expenditure commitments to preserve liquidity.On January 6, 2017, we borrowed the full amount of the €1.0 billion Term B-2 Loan, which is not reflected in the table above.Other Off-Balance-Sheet ArrangementsWe have various guarantor arrangements with both our directors and officers and third parties, including customers, vendors and business partners. As ofDecember 31, 2016, there were no significant liabilities recorded for these arrangements. For additional information, see “Guarantor Arrangements” in Note15 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 preparation ofour financial statements requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilitiesand the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during thereporting period. On an ongoing basis, management evaluates the accounting policies, assumptions, estimates and judgments to ensure that our consolidatedfinancial statements are presented fairly and in accordance with GAAP. Management bases its assumptions, estimates and judgments on historical experience,current trends and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgmentsabout the carrying values of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot bedetermined 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 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 are the most critical to aid in fully understanding and evaluating ourconsolidated financial statements, and they require significant judgments, resulting from the need to make estimates about the effect of matters that areinherently uncertain:•Accounting for income taxes;•Accounting for business combinations;•Accounting for impairment of goodwill; and•Accounting for property, plant and equipment.65Table of ContentsDescriptionJudgments and UncertaintiesEffect if Actual Results Differ From AssumptionsAccounting for Income Taxes.Deferred tax assets and liabilities arerecognized based on the future taxconsequences attributable to temporarydifferences that exist between the financialstatement carrying value of assets and liabilitiesand their respective tax bases, and operatingloss and tax credit carryforwards on a taxingjurisdiction 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 orsettled. The accounting standard for income taxesrequires a reduction of the carrying amounts ofdeferred tax assets by recording a valuationallowance if, based on the available evidence, itis more likely than not (defined by theaccounting standard as a likelihood of morethan 50%) that such assets will not be realized.A tax benefit from an uncertain income taxposition may be recognized in the financialstatements only if it is more likely than not thatthe position is sustainable, based solely on itstechnical merits and consideration of therelevant taxing authority’s widely understoodadministrative practices and precedents.The valuation of deferred tax assets requires judgment inassessing the likely future tax consequences of events thathave been recognized in our financial statements or taxreturns. Our accounting for deferred tax consequencesrepresents our best estimate of those future events.In assessing the need for a valuation allowance, we considerboth positive and negative evidence related to the likelihoodof realization of the deferred tax assets. If, based on theweight of that available evidence, it is more likely than not thedeferred tax assets will not be realized, we record a valuationallowance. The weight given to the positive and negativeevidence is commensurate with the extent to which theevidence may be objectively verified.This assessment, which is completed on a taxing jurisdictionbasis, takes into account a number of types of evidence,including the following: 1) the nature, frequency and severityof current and cumulative financial reporting losses, 2)sources of future taxable income and 3) tax planningstrategies.In assessing the tax benefit from an uncertain income taxposition, the tax position that meets the more-likely-than-notrecognition threshold is initially and subsequently measuredas the largest amount of tax benefit that is greater than 50%likely of being realized upon ultimate settlement with a taxingauthority that has full knowledge of all relevant information.As of December 31, 2016 and 2015, we recorded a total of netdeferred tax liabilities of $212.0 million and $39.5 million,respectively. As of December 31, 2016 and 2015, we had a totalvaluation allowance of $29.2 million and $29.9 million,respectively. During the year ended December 31, 2016, wedecided to release the valuation allowances related to the historicaldata center operations in Japan. This reduction in valuationallowance was partially offset by the full valuation allowancesetups in Brazil and Canada as well as the change in valuationallowances in Europe due to the TelecityGroup acquisition andintegration. During the year ended December 31, 2015, we decidedto provide a partial release of valuation allowance against the netdeferred tax assets associated with certain foreign operatingentities, which resulted in an insignificant income tax benefit in ourconsolidated results of operations.For the year ended December 31, 2016, our decision to release ourvaluation allowances in Japan was due to the tax free merger ofBit-isle into Equinix Japan on January 1, 2017. This results in anoverall net deferred tax liability position for the surviving entity sothat it is more likely than not the deferred tax assets can be realizedvia deferred tax liability reversal.Our decision to release our valuation allowances in otherjurisdiction was based on our belief that the operations of thesejurisdictions had achieved a sufficient level of profitability and willsustain a sufficient level of profitability in the future to support therelease of these valuation allowances based on relevant facts andcircumstances. However, if our assumptions on the futureperformance of these jurisdictions prove not to be correct and thesejurisdictions are not able to sustain a sufficient level of profitabilityto support the associated deferred tax assets on our consolidatedbalance sheet, we will have to impair our deferred tax assetsthrough an additional valuation allowance, which would impact ourfinancial position and results of operations in the period such adetermination is made.Our remaining valuation allowance as of December 31, 2016 was$29.2 million and relates to certain of our subsidiaries outside ofthe U.S. If and when we reduce our remaining valuationallowances, it will have a favorable impact to our financial positionand results of operations in the periods such determinations aremade. We will continue to assess the need for our valuationallowances, by country or location, in the future.As of December 31, 2016 and 2015, we had unrecognized taxbenefits of $72.2 million and $30.8 million, respectively, exclusiveof interest and penalties. During the year ended December 31,2016, the unrecognized tax benefits increased by $41.4 millionprimarily due to the TelecityGroup acquisition and integration.During the year ended December 31, 2015, the unrecognized taxbenefits decreased by $5.3 million primarily due to an agreementwith Dutch Tax Authorities on the availability of historical losscarry-forwards to offset future profits generated by the Dutch fiscalunity. The unrecognized tax benefits of $72.2 million as ofDecember 31, 2016, if subsequently recognized, will affect oureffective tax rate favorably at the time when such benefits arerecognized.66Table of ContentsDescriptionJudgments and UncertaintiesEffect if Actual Results Differ From AssumptionsAccounting for Business CombinationsIn accordance with the accounting standard forbusiness combinations, we allocate thepurchase price of an acquired business to itsidentifiable assets and liabilities based onestimated fair values. The excess of thepurchase price over the fair value of the assetsacquired and liabilities assumed, if any, isrecorded as goodwill. We use all available information to estimate fairvalues. We typically engage outside appraisalfirms to assist in the fair value determination ofidentifiable intangible assets such as customercontracts, leases and any other significantassets or liabilities and contingentconsideration. We adjust the preliminarypurchase price allocation, as necessary, up toone year after the acquisition closing date if weobtain more information regarding assetvaluations and liabilities assumed.Our purchase price allocation methodology containsuncertainties because it requires assumptions andmanagement’s judgment to estimate the fair value of assetsacquired and liabilities assumed at the acquisition date.Management estimates the fair value of assets and liabilitiesbased upon quoted market prices, the carrying value of theacquired assets and widely accepted valuation techniques,including discounted cash flows and market multipleanalyses. Our estimates are inherently uncertain and subject torefinement. Unanticipated events or circumstances may occurwhich could affect the accuracy of our fair value estimates,including assumptions regarding industry economic factorsand business strategies.During the last three years, we have completed four businesscombinations, including the Paris IBX data center acquisition inAugust 2016, TelecityGroup acquisition in January 2016, Bit-isleacquisition in November 2015, and Nimbo acquisition in January2015.The purchase price allocation for the TelecityGroup and Bit-isle acquisitions were completed in the fourth quarters of 2016 and2015, respectively. We do not believe there is a reasonable likelihood that there will bea material change in the estimates or assumptions we used tocomplete the purchase price allocations and the fair value of assetsacquired and liabilities assumed. However, if actual results are notconsistent with our estimates or assumptions, we may be exposedto losses or gains that could be material, which would be recordedin our consolidated statements of operations in 2017 or beyond.Accounting for Impairment of GoodwillIn accordance with the accounting standard forgoodwill and other intangible assets, weperform goodwill impairment reviews annually,or whenever events or changes incircumstances indicate that the carrying value ofan asset may not be recoverable. During the year ended December 31, 2016, weelected to perform the first step of the two-stepgoodwill impairment test.We completed annual goodwill impairmentassessment of the Americas reporting unit, theEMEA reporting unit and the Asia-Pacificreporting unit and concluded that the fair valuesof the reporting units exceeded their carryingvalues. Goodwill is not considered impairedand we are not required to perform step two ofgoodwill impairment test.In 2016, we elected to perform the first step of the two-stepgoodwill impairment test, we used both the income andmarket approach. The income approach is based on the ten-year business plan. We apply the weighted-average cost ofcapital applicable to our reporting units as discount rates. Thisrequires assumptions and estimates derived from a review ofour actual and forecasted operating results, approved businessplans, future economic conditions and other market data. Themarket approach requires judgment in determining theappropriate market comparables.In 2015, we elected to assess qualitative factors to determinewhether it is more likely than not that the fair value of areporting unit is less than its carrying value requiresassumptions and estimates before performing the two-stepgoodwill impairment test, the assessment requiresassumptions and estimates derived from a review of ouractual and forecasted operating results, approved businessplans, future economic conditions and other market data.These assumptions require significant management judgmentand are inherently subject to uncertainties.As of December 31, 2016, goodwill attributable to the Americasreporting unit, the EMEA reporting unit and the Asia-Pacificreporting unit was $469.4 million, $2.3 billion and $235.3 million,respectively.Future events, changing market conditions and any changes in keyassumptions may result in an impairment charge. While we havenot recorded an impairment charge against our goodwill to date, thedevelopment of adverse business conditions in our Americas,EMEA or Asia-Pacific reporting units, such as higher thananticipated customer churn or significantly increased operatingcosts, or significant deterioration of our market comparables thatwe use in the market approach, could result in an impairmentcharge in future periods. Any potential impairment charge against our goodwill would notexceed the amounts recorded on our consolidated balance sheets.67Table of ContentsDescriptionJudgments and UncertaintiesEffect if Actual Results Differ From AssumptionsAccounting for Property, Plant andEquipmentWe have a substantial amount of property, plantand equipment recorded on our consolidatedbalance sheet. The vast majority of ourproperty, plant and equipment represent thecosts incurred to build out or acquire our IBXdata centers. Our IBX data centers are long-lived assets. The majority of our IBX datacenters are in properties that are leased. Wedepreciate our property, plant and equipmentusing the straight-line method over theestimated useful lives of the respective assets(subject to the term of the lease in the case ofleased assets or leasehold improvements andintegral equipment located in leased properties).Accounting for property, plant and equipmentincludes determining the appropriate period inwhich to depreciate such assets, makingassessments for leased properties to determinewhether they are capital or operating leases,determining if construction projects performedat leased properties trigger build-to-suit leaseaccounting, assessing such assets for potentialimpairment, capitalizing interest during periodsof construction and assessing the assetretirement obligations required for certainleased properties that require us to return theleased properties back to their originalcondition at the time we decide to exit a leasedproperty.While there are numerous judgments and uncertaintiesinvolved in accounting for property, plant and equipment thatare significant, arriving at the estimated useful life of an assetrequires the most critical judgment for us and changes tothese estimates would have the most significant impact on ourfinancial position and results of operations. When we lease aproperty for our IBX data centers, we generally enter intolong-term arrangements with initial lease terms of at least 8-10 years and with renewal options generally available to us.During the next several years, a number of leases for our IBXdata centers will come up for renewal. As we startapproaching the end of these initial lease terms, we will needto reassess the estimated useful lives of our property, plantand equipment. In addition, we may find that our estimatesfor the useful lives of non-leased assets may also need to berevised periodically. We periodically review the estimateduseful lives of certain of our property, plant and equipmentand changes in these estimates in the future are possible.Another area of judgment for us in connection with ourproperty, plant and equipment is related to lease accounting.Most of our IBX data centers are leased. Each time we enterinto a new lease or lease amendment for one of our IBX datacenters, we analyze each lease or lease amendment for theproper accounting. This requires certain judgments on ourpart such as establishing the lease term to include in a leasetest, establishing the remaining estimated useful life of theunderlying property or equipment and estimating the fairvalue of the underlying property or equipment andestablishing the incremental borrowing rate to calculate thepresent value of the minimum lease payment for the lease test.All of these judgments are inherently uncertain. Differentassumptions or estimates could result in a differentaccounting treatment for a lease.The assessment of long-lived assets for impairment requiresassumptions and estimates of undiscounted and discountedfuture cash flows. These assumptions and estimates requiresignificant judgment and are inherently uncertain.We did not revise the estimated useful lives of our property, plantand equipment during the years ended December 31, 2016 and2015. During the quarter ended December 31, 2014, we revised theestimated useful lives of certain of our property, plant andequipment. As a result, we recorded an insignificant amount ofhigher depreciation expense for the quarter ended December 31,2014 due to the reduction of the estimated useful lives of certain ofour property, plant and equipment. We undertook this review dueto our determination that we were generally using certain of ourexisting assets over a shorter period than originally anticipated and,therefore, the estimated useful lives of certain of our property, plantand equipment has been shortened. This change was accounted foras a change in accounting estimate on a prospective basis effectiveOctober 1, 2014 under the accounting standard for change inaccounting estimates.As of December 31, 2016, 2015 and 2014, we had property, plantand equipment of $7.2 billion, $5.6 billion, and $5.0 billion,respectively. During the years ended December 31, 2016, 2015 and2014, we recorded depreciation expense of $714.3 million, $498.1million, and $453.9 million, respectively. Further changes in ourestimated useful lives of our property, plant and equipment couldhave a significant impact on our results of operations.As of December 31, 2016, 2015 and 2014, we had property, plantand equipment under capital leases and other financing obligationsof $1.6 billion, $1.5 billion and $1.1 billion, respectively. Duringthe years ended December 31, 2016, 2015 and 2014, we recordeddepreciation expense of $61.9 million, $52.9 million, and $43.2million, respectively, related to property, plant and equipment undercapital leases and other financing obligations. During the yearsended December 31, 2016, 2015, and 2014, we recorded interestexpense of $120.7 million, $104.4 million, $86.4 million,respectively, related to property, plant, equipment, under capitalleases and other financing obligations.Additionally, during the years ended December 31, 2016, 2015 and2014, we recorded rent expense of $140.6 million, $101.5 million,and $105.4 million under operating 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.68Table of ContentsITEM 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, 2016.As of December 31, 2016, our investment portfolio of cash equivalents and marketable securities consisted of money market funds, certificates ofdeposits and publicly traded equity securities. The amount in our investment portfolio that could be susceptible to market risk totaled $413.8 million.Interest Rate Risk Our 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, 2016, 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, 2016 would not have a material impact on the fair value of ourinvestment portfolio. This sensitivity analysis assumes a parallel shift of all interest rates, however, interest rates do not always move in such a manner andactual results may differ materially. We monitor our interest rate and credit risk, including our credit exposures to specific rating categories and to individualissuers. There were no impairment charges on our cash equivalents and fixed income securities during the year ended December 31, 2016.An immediate 10% increase or decrease in current interest rates from their position as of December 31, 2016 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 term loans and JapaneseYen term loan, which bear interest at variable rates, could be affected. Based on our debt that was outstanding as of December 31, 2016, for every 100 basispoint increase in interest rates, our annual interest expense could increase by a total of approximately $13.9 million. Based on our debt that was outstandingas of December 31, 2016, for every 100 basis point decrease in interest rates, our annual interest expense could decrease by a total of approximately $2.5million based on the total balance of our primary borrowings under the term loan A and B facilities and Japanese Yen term loan as of December 31, 2016. Asof December 31, 2016, we had not employed any interest rate derivative products against our debt obligations. However, we may enter into interest ratehedging 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 was traded in the market, was 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):69Table of Contents December 31, 2016 December 31, 2015 CarryingValue (1) Fair Value Carrying Value (1) Fair ValueMortgage and loans payable$1,459,826 $1,461,954 $920,064 $916,602Convertible debt— — 150,082 151,997Senior notes3,850,000 4,033,985 3,850,000 3,954,000Revolving credit facility— — 325,622 325,617___________________(1)The carrying value is gross of debt issuance cost and discount.Foreign Currency RiskA significant portion of our revenue is denominated in U.S. dollars, however, approximately 57.1% of our revenues and 59.7% 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 Euro, British pound, Japanese yen, Singapore dollar, Hong Kong dollar, Australian dollar and Brazilian real. To helpmanage the exposure to foreign currency exchange rate fluctuations, we have implemented a number of hedging programs, in particular (i) a cash flowhedging program to hedge the forecasted revenues and expenses in our EMEA region, (ii) a balance sheet hedging program to hedge the remeasurement ofmonetary assets and liabilities denominated in foreign currencies, and (iii) a net investment hedging program to hedge the long term investments in ourforeign subsidiaries. Our hedging programs reduce, but do not entirely eliminate, the impact of currency exchange rate movements and its impact on theconsolidated statements of operations. As of December 31, 2016, the outstanding foreign currency forward contracts had maturities of up to two years.For the foreseeable future, we anticipate that approximately 50% or less 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 2016, the U.S. dollar became generally stronger relative to certain of the currencies ofthe foreign 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.With the existing cash flow hedges in place, a hypothetical additional 10% strengthening of the U.S. dollar during the year ended December 31, 2016would have resulted in a reduction of our revenues and operating expenses for the year by approximately $119.2 million and $138.5 million, respectively.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 to theconstruction 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 DATA70Table of ContentsThe 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.ITEM 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, 2016.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 in ExchangeAct Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that thedegree 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, 2016.The evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016 did not include the internal controls ofTelecity Group plc. We excluded Telecity Group plc. from our assessment of internal control over financial reporting as of December 31, 2016 as it wasacquired in January 15, 2016. TelecityGroup is our wholly-owned subsidiary whose total assets represented 9%, and total revenues represented 11%, of therelated consolidated financial statements amounts as of and for the year ended December 31, 2016.The effectiveness of our internal control over financial reporting as of December 31, 2016 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.71Table of ContentsBecause of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.Changes in Internal Control Over Financial ReportingThere was no change in our internal controls over financial reporting during the fourth quarter of fiscal 2016 that has materially affected, or is reasonablelikely to affect, our internal controls over financial reporting.ITEM 9B. OTHER INFORMATIONThere is no disclosure to report pursuant to Item 9B. PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information required by this item is incorporated by reference to the Equinix proxy statement for the 2017 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 2017 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 2017 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 2017 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 2017 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 2017 Annual Meeting of Stockholders.72Table of ContentsPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)(1) Financial Statements:Report of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Comprehensive Income (Loss)F-4Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss)F-5Consolidated Statements of Cash FlowsF-7Notes to Consolidated Financial StatementsF-8Schedule III- Schedule of Real Estate and Accumulated DepreciationF-72(a)(2) All schedules have been omitted because they are not applicable or the required information is shown in the financial statements or notesthereto.(a)(3) Exhibits: Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/Period End Date Exhibit FiledHerewith2.1 Rule 2.7 Announcement, dated as May 29, 2015. RecommendedCash and Share Offer for Telecity Group plc by Equinix, Inc. 8-K 5/29/15 2.1 2.2 Cooperation Agreement, dated as of May 29, 2015, by andbetween Equinix, Inc. and Telecity Group plc. 8-K 5/29/15 2.2 2.3 Amendment to Cooperation Agreement, dated as of November24, 2015, by and between Equinix, Inc. and Telecity Group plc. 10-K 12/31/15 2.3 2.4 Transaction Agreement, dated as of December 6, 2016, by andbetween Verizon Communications Inc. and Equinix, Inc. 8-K 12/06/16 2.1 2.5 Amendment No. 1 to the Transaction Agreement, dated February23, 2017, by and between Verizon Communications Inc. andEquinix, Inc. X3.1 Amended and Restated Certificate of Incorporation of theRegistrant, as amended to date. 10-K/A 12/31/02 3.1 3.2 Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of the Registrant 8-K 6/14/11 3.1 3.3 Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of the Registrant 8-K 6/11/13 3.1 3.4 Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of the Registrant 10-Q 6/30/2014 3.4 3.5 Certificate of Designation of Series A and Series A-1 ConvertiblePreferred Stock. 10-K/A 12/31/02 3.3 3.6 Amended and Restated Bylaws of the Registrant. 8-K 03/29/16 3.1 4.1 Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6. 73Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/Period End Date Exhibit FiledHerewith4.2 Indenture for the 2020 Notes dated March 5, 2013 by andbetween Equinix, Inc. and U.S. Bank National Association astrustee 8-K 3/5/13 4.1 4.3 Form of 4.875% Senior Note due 2020 (see Exhibit 4.2). 8-K 3/5/2013 4.2 4.4 Indenture for the 2023 Notes dated March 5, 2013 by andbetween Equinix, Inc. and U.S. Bank National Association astrustee 8-K 3/5/13 4.3 4.5 Form of 5.375% Senior Note due 2023 (see Exhibit 4.4) 4.6 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 4.7 First Supplemental Indenture, dated as of November 20, 2014,between Equinix, Inc. and U.S. Bank National Association, astrustee 8-K 11/20/14 4.2 4.8 Form of 5.375% Senior Note due 2022 (see Exhibit 4.7) 4.9 Second Supplemental Indenture, dated as of November 20, 2014,between Equinix, Inc. and U.S. Bank National Association, astrustee 8-K 11/20/14 4.4 4.10 Form of 5.750% Senior Note due 2025 (see Exhibit 4.9) 4.11 Third Supplemental Indenture, dated as of December 4, 2015,between Equinix, Inc. and U.S. Bank National Association, astrustee 8-K 12/04/15 4.2 4.12 Form of 5.875% Senior Note due 2026 (see Exhibit 4.11) 4.13 Form of Registrant’s Common Stock Certificate 10-K 12/31/14 4.13 10.1** Form of Indemnification Agreement between the Registrant andeach of its officers and directors. S-4 (File No. 333-93749) 12/29/1999 10.5 10.2** 2000 Equity Incentive Plan, as amended. X10.3** 2000 Director Option Plan, as amended. X10.4** 2001 Supplemental Stock Plan, as amended. X10.5** 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 andEquinix, Inc. dated December 18, 2008. 10-K 12/31/08 10.31 10.7** Severance Agreement by and between Peter Van Camp andEquinix, Inc. dated December 10, 2008. 10-K 12/31/08 10.32 10.8** Severance Agreement by and between Keith Taylor and Equinix,Inc. dated December 19, 2008. 10-K 12/31/08 10.33 10.9** Change in Control Severance Agreement by and between EricSchwartz and Equinix, Inc. dated December 19, 2008. 10-K 12/31/08 10.35 10.10** Switch & Data 2007 Stock Incentive Plan. S-1/A (File No.333-137607) filedby Switch & DataFacilities Company 2/5/07 10.9 74Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/Period End Date Exhibit FiledHerewith10.11** Change in Control Severance Agreement by and between CharlesMeyers and Equinix, Inc. dated September 30, 2010. 10-Q 9/30/10 10.42 10.12** Form of amendment to existing severance agreement between theRegistrant and each of Messrs. Meyers, Smith, Taylor and VanCamp 10-K 12/31/10 10.33 10.13** Letter amendment, dated December 14, 2010, to Change inControl Severance Agreement, dated December 18, 2008, andletter agreement relating to expatriate benefits, dated April 22,2008, as amended, by and between the Registrant and EricSchwartz. 10-K 12/31/10 10.34 10.14** International Long-Term Assignment Letter by and betweenEquinix, Inc. and Eric Schwartz, dated May 21, 2013. 10-Q 6/30/13 10.51 10.15** Employment Agreement by and between Equinix (EMEA) B.V.and Eric Schwartz, dated as of August 7, 2013. 10-Q 9/30/13 10.54 10.16** Restricted Stock Unit Agreement dated August 14, 2013 forCharles Meyers under the Equinix, Inc. 2000 Equity IncentivePlan. 10-Q 9/30/13 10.55 10.17** Offer Letter from Equinix, Inc. to Karl Strohmeyer dated October28, 2013. 10-Q 3/31/14 10.49 10.18** Restricted Stock Unit Agreement for Karl Strohmeyer under theEquinix, Inc. 2000 Equity Incentive Plan. 10-Q 3/31/14 10.50 10.19** Change in Control Severance Agreement by and between KarlStrohmeyer and Equinix, Inc. dated December 2, 2013. 10-Q 3/31/14 10.51 10.20** 2014 Form of Revenue/Adjusted EBITDA Restricted Stock UnitAgreement for CEO and CFO. 10-Q 3/31/14 10.52 10.21** 2014 Form of Revenue/Adjusted EBITDA Restricted Stock UnitAgreement for all other Section 16 officers. 10-Q 3/31/14 10.53 10.22 Agreement for Purchase and Sale of Shares Among RW BrasilFundo de Investimentos em Participação, Antônio Eduardo ZagoDe Carvalho and Sidney Victor da Costa Breyer, as Sellers, andEquinix Brasil Participaçãoes Ltda., as Purchaser, and EquinixSouth America Holdings LLC., as a Party for Limited Purposesand ALOG Soluções de Tecnologia em Informática S.A. asIntervening Consenting Party dated July 18, 2014 10-Q 9/30/14 10.67 75Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/Period End Date Exhibit FiledHerewith10.23 Credit Agreement, by and among Equinix, Inc., as borrower,Equinix LLC and Switch & Data LLC as guarantors, the Lenders(defined therein), Bank of America, N.A., as administrative agent,a Lender and L/C issuer, JPMorgan Chase Bank, N.A., and TDSecurities (USA) LLC, as co-syndication agents, Barclays BankPLC, Citibank, N.A., Royal Bank of Canada and ING Bank N.V.,Singapore Branch, as Co-Documentation Agents and MerrillLynch, Pierce, Fenner & Smith Incorporated, J.P. MorganSecurities LLC, and TD Securities (USA) LLC, as joint leadarrangers and book runners, dated December 17, 2014. 10-K 12/31/14 10.48 10.24** 2015 Form of Revenue/ AFFO Restricted Stock Unit Agreementfor executives. 10-Q 3/31/15 10.50 10.25** 2015 Form of TSR Restricted Stock Unit Agreement forexecutives. 10-Q 3/31/15 10.51 10.26** 2015 Form of Time-Based Restricted Stock Unit Agreement forexecutives. 10-Q 3/31/15 10.52 10.27 First Amendment to Credit Agreement and first Amendment toPledge and Security Agreement by and among Equinix, Inc., asborrower, the Guarantors (defined therein), the Lenders (definedtherein) and Bank of America, N.A., as administrative agent,dated April 30, 2015. 10-Q 9/30/2015 10.52 10.30 Second Amendment to Credit Agreement by and among Equinix,Inc., as borrower, the Guarantors (defined therein), the Lenders(defined therein) and Bank of America, N.A., as administrativeagent, dated December 8, 2015. 10-K 12/31/15 10.55 10.31** Equinix, Inc. 2016 Incentive Plan 10-Q 3/31/16 10.56 10.32** 2016 Form of Revenue/AFFO Restricted Stock Unit Agreementfor executives. 10-Q 3/31/16 10.57 10.33** 2016 Form of TSR Restricted Stock Unit Agreement forexecutives. 10-Q 3/31/16 10.58 10.34** 2016 Form of Time-Based Restricted Stock Unit Agreement forexecutives. 10-Q 3/31/16 10.59 10.35** Restricted Stock Unit Award granted to John Hughes on February25, 2016 10-Q 3/31/16 10.60 10.36 Share Purchase Agreement with Digital Realty Trust, L.P.,relating to the sale and purchase of shares in TelecityGroup UKLON Limited, Telecity Netherlands AMS01 AMS04 BV, EquinixReal Estate (TCY AMS04) B.V. and TelecityGroup Germany Fra2GmbH, dated May 14, 2016. 10-Q 6/30/16 10.55 10.37** Letter Agreement dated June 9, 2016, by and between Equinix,Inc. and Eric Schwartz, amending his International Long TermAssignment letter dated May 21, 2013 and EmploymentAgreement with Equinix (EMEA) B.V. dated August 7, 2013. 10-Q 6/30/16 10.56 10.38** Term Loan Agreement dated as of September 30, 2016 amongEquinix Japan K.K. as Borrower, the Lenders (defined therein)and Bank of Tokyo-Mitsubishi UFJ, Ltd., as Arranger and Agent. 10-Q 9/30/16 10.42 76Table of Contents Incorporated by Reference ExhibitNumber Exhibit Description Form Filing Date/Period End Date Exhibit FiledHerewith10.39 Third Amendment to Credit Agreement and Second Amendmentto Pledge and Security Agreement by and among Equinix, Inc., asborrower, the Guarantors (defined therein), the Lenders (definedtherein) and Bank of America, N.A., as administrative agent,dated December 22, 2016. X12.1 Statement of Computation of Ratios X21.1 Subsidiaries of Equinix, Inc. X23.1 Consent of PricewaterhouseCoopers LLP, IndependentRegistered Public Accounting Firm X31.1 Chief Executive Officer Certification pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002. X31.2 Chief Financial Officer Certification pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002. X32.1 Chief Executive Officer Certification pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002. X32.2 Chief Financial Officer Certification pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002. X101.INS XBRL Instance Document. X101.SCH XBRL Taxonomy Extension Schema Document. X101.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** Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.(b)Exhibits.See (a) (3) above.(c)Financial Statement Schedule.See (a) (2) above.ITEM 16. FORM 10-K SUMMARYNot applicable.SIGNATURESPursuant 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.77Table of Contents EQUINIX, INC.(Registrant) February 27, 2017By/s/ STEPHEN M. SMITH Stephen M. Smith President 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 Keith D.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 (includingpost‑effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and ExchangeCommission, hereby ratifying and confirming all that each of said attorneys‑in‑fact, or their substitute or substitutes, may do or cause to be done by virtuehereof.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.SignatureTitleDate/s/ STEPHEN M. SMITHPresident and Chief Executive Officer (Principal Executive Officer)February 27, 2017Stephen M. Smith/s/ KEITH D. TAYLORChief Financial Officer (Principal Financial and Accounting Officer)February 27, 2017Keith D. Taylor/s/ PETER F. VAN CAMPExecutive ChairmanFebruary 27, 2017Peter F. Van Camp/s/ THOMAS A. BARTLETTDirectorFebruary 27, 2017Thomas A. Bartlett/s/ NANCI CALDWELLDirectorFebruary 27, 2017Nanci Caldwell/s/ GARY F. HROMADKODirectorFebruary 27, 2017Gary F. Hromadko/s/ JOHN HUGHESDirector February 27, 2017John Hughes/s/ SCOTT G. KRIENSDirectorFebruary 27, 2017Scott G. Kriens/s/ WILLIAM K. LUBYDirectorFebruary 27, 2017William K. Luby/s/ IRVING F. LYONS, IIIDirectorFebruary 27, 2017Irving F. Lyons, III/s/ CHRISTOPHER B. PAISLEYDirectorFebruary 27, 2017Christopher B. Paisley78Table of Contents79Table of ContentsINDEX TO EXHIBITSExhibitNumber Description of Document2.5 Amendment No. 1 to the Transaction Agreement, dated February 23, 2017, by and between Verizon Communications Inc. and Equinix,Inc.10.2 2000 Equity Incentive Plan, as amended.10.3 2000 Director Option Plan, as amended.10.4 2001 Supplemental Stock Plan, as amended.10.39 Third Amendment to Credit Agreement and Second Amendment to Pledge and Security Agreement by and among Equinix, Inc., asborrower, the Guarantors (defined therein), the Lenders (defined therein) and Bank of America, N.A., as administrative agent, datedDecember 22, 2016.12.1 Statement of Computation of Ratios21.1 Subsidiaries of Equinix, Inc.23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm31.1 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.80Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders of Equinix, Inc.In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income (loss), ofstockholders’ equity and other comprehensive income (loss) and of cash flows present fairly, in all material respects, the financial position of Equinix, Inc.and its subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period endedDecember 31, 2016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financialstatement schedule listed in the index appearing under item 15(a)(1) presents fairly, in all material respects, the information set forth therein when read inconjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements andfinancial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is toexpress opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based onour integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatementand whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includedexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reportingincluded obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as weconsidered 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 financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Telecity Group from its assessment ofinternal control over financial reporting as of December 31, 2016 because it was acquired by the Company in a purchase business combination during 2016.We have also excluded Telecity Group from our audit of internal control over financial reporting. Telecity Group is a wholly-owned subsidiary whose totalassets and total revenues represent 9% and 11%, respectively, of the related consolidated financial statement amounts as of and for the year ended December31, 2016./s/PricewaterhouseCoopers LLPSan Jose, CaliforniaFebruary 27, 2017F-1Table of ContentsEQUINIX, INC.Consolidated Balance Sheets(in thousands, except share and per share data) December 31, 2016 2015AssetsCurrent assets: Cash and cash equivalents$748,476 $2,228,838Short-term investments3,409 12,875Accounts receivable, net of allowance for doubtful accounts of $15,675 and $10,352396,245 291,964Current portion of restricted cash15,065 479,417Other current assets304,331 212,929Assets held for sale— 33,257Total current assets1,467,526 3,259,280Long-term investments10,042 4,584Property, plant and equipment, net7,199,210 5,606,436Goodwill2,986,064 1,063,200Intangible assets, net719,231 224,565Other assets226,298 198,630Total assets$12,608,371 $10,356,695Liabilities and Stockholders' EquityCurrent liabilities: Accounts payable and accrued expenses$581,739 $400,948Accrued property, plant and equipment144,842 103,107Current portion of capital lease and other financing obligations101,046 40,121Current portion of mortgage and loans payable67,928 770,236Convertible debt— 146,121Other current liabilities133,140 192,286Liabilities held for sale— 3,535Total current liabilities1,028,695 1,656,354Capital lease and other financing obligations, less current portion1,410,742 1,287,139Mortgage and loans payable, less current portion1,369,087 472,769Senior notes3,810,770 3,804,634Other liabilities623,248 390,413Total liabilities8,242,542 7,611,309Commitments and contingencies (Note 15) Stockholders' equity: Preferred stock, $0.001 par value per share: 100,000,000 shares authorized in 2016 and 2015; zero shares issuedand outstanding— —Common stock, $0.001 par value per share: 300,000,000 shares authorized in 2016 and 2015; 71,817,430issued and 71,409,015 outstanding in 2016 and 62,134,894 issued and 62,100,159 outstanding in 201572 62Additional paid-in capital7,413,519 4,838,444Treasury stock, at cost; 408,415 shares in 2016 and 34,735 shares in 2015(147,559) (7,373)Accumulated dividends(1,969,645) (1,468,472)Accumulated other comprehensive loss(949,142) (509,059)Retained earnings (accumulated deficit)18,584 (108,216)Total stockholders' equity4,365,829 2,745,386Total liabilities and stockholders' equity$12,608,371 $10,356,695See 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, 2016 2015 2014Revenues$3,611,989 $2,725,867 $2,443,776Costs and operating expenses: Cost of revenues1,820,870 1,291,506 1,197,885Sales and marketing438,742 332,012 296,103General and administrative694,561 493,284 438,016Acquisition costs64,195 41,723 2,506Impairment charges7,698 — —Gain on asset sales(32,816) — —Total costs and operating expenses2,993,250 2,158,525 1,934,510Income from operations618,739 567,342 509,266Interest income3,476 3,581 2,891Interest expense(392,156) (299,055) (270,553)Other income (expense)(57,924) (60,581) 119Loss on debt extinguishment(12,276) (289) (156,990)Income from continuing operations before income taxes159,859 210,998 84,733Income tax expense(45,451) (23,224) (345,459)Net income (loss) from continuing operations114,408 187,774 (260,726)Net income from discontinued operations, net of tax12,392 — —Net income (loss)126,800 187,774 (260,726)Net loss attributable to non-controlling interest— — 1,179Net income (loss) attributable to Equinix$126,800 $187,774 $(259,547) Earnings per share ("EPS") attributable to Equinix: Basic EPS from continuing operations$1.63 $3.25 $(4.96)Basic EPS from discontinued operations0.18 — —Basic EPS$1.81 $3.25 $(4.96)Weighted-average shares70,117 57,790 52,359Dilutive EPS from continuing operations$1.62 $3.21 $(4.96)Dilutive EPS from discontinued operations0.17 — —Diluted EPS$1.79 $3.21 $(4.96)Weighted-average shares70,816 58,483 52,359See accompanying notes to consolidated financial statements.F-3Table of ContentsEQUINIX, INC.Consolidated Statements of Comprehensive Income (Loss)(in thousands) Years Ended December 31, 2016 2015 2014Net income (loss)$126,800 $187,774 $(260,726)Other comprehensive income (loss), net of tax: Foreign currency translation adjustment ("CTA") loss(507,420) (186,763) (204,065)Net investment hedge CTA gain45,505 4,484 —Unrealized gain (loss) on available-for-sale securities2,249 (40) (279)Unrealized gain on cash flow hedges19,551 4,550 8,790Net actuarial gain (loss) on defined benefit plans32 1,153 (2,001)Total other comprehensive loss, net of tax(440,083) (176,616) (197,555)Comprehensive income (loss), net of tax(313,283) 11,158 (458,281)Net loss attributable to redeemable non-controlling interests— — 1,179Other comprehensive income attributable to redeemable non-controlling interest— — (1,810)Comprehensive income (loss) attributable to Equinix$(313,283) $11,158 $(458,912)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, 2016(in thousands, except share data) AccumulatedOtherComprehensiveIncome (Loss) RetainedEarnings(AccumulatedDeficit) TotalStockholders'Equity Common stock Treasury stock AdditionalPaid-inCapital AccumulatedDividends Shares Amount Shares Amount Balance as of December 31, 201350,233,224 $50 (644,216) $(84,663) $2,693,887 $— $(113,767) $(36,443) $2,459,064Net loss— — — — — — — (260,726) (260,726)Net loss attributable to non-controllinginterests— — — — — — — 1,179 1,179Other comprehensive loss— — — — — — (197,555) — (197,555)Other comprehensive incomeattributable to redeemable non-controlling interests— — — — — — (1,810) — (1,810)Issuance of common stock and releaseof treasury stock for employee equityawards933,554 1 7,846 1,185 28,134 — — — 29,320Common shares repurchased— — (1,517,743) (297,958) — — — — (297,958)Issuance of common stock and releaseof treasury stock for the exchangesand conversions of 4.75% convertibledebt1,411,851 2 1,000,102 147,706 43,024 — — — 190,732Issuance of common stock and releaseof treasury stock for the exchange of3.00% convertible debt1,248,578 1 700,000 139,004 77,953 — — — 216,958Issuance of common stock and releaseof treasury stock for conversions of3.00% convertible debt1,195,496 1 400,144 83,315 95,428 — — — 178,744Issuance of common stock for specialdistribution1,482,419 2 — — 332,732 (414,856) — — (82,122)Accrued dividends on unvested equityawards— — — — — (9,531) — — (9,531)Change in redemption value ofredeemable non-controlling interests— — — — (90,913) — — — (90,913)Purchase of redeemable non-controllinginterests— — — — 17,977 — (19,311) — (1,334)Tax benefit from employee stock plans— — — — 18,561 — — — 18,561Stock-based compensation, net ofestimated forfeitures— — — — 117,522 — — — 117,522Balance as of December 31, 201456,505,122 57 (53,867) (11,411) 3,334,305 (424,387) (332,443) (295,990) 2,270,131Net income— — — — — — — 187,774 187,774Other comprehensive loss— — — — — — (176,616) — (176,616)Issuance of common stock in publicoffering of common stock2,994,792 3 — — 829,493 — — — 829,496Issuance of common stock and releaseof treasury stock for employee equityawards856,406 1 7,348 1,546 28,493 — — — 30,040Issuance of common stock and releaseof treasury stock for the exchangesand conversions of 4.75% convertibledebt90,163 — 11,784 2,492 5,392 — — — 7,884Dividend distributions— — — — — (393,584) — — (393,584)Settlement of accrued dividends onvested equity awards— — — — 3,775 — — — 3,775Issuance of common stock and cashpayment for special distribution1,688,411 1 — — 501,513 (627,221) — — (125,707)Accrued dividends on unvested equityawards— — — — — (23,280) — — (23,280)Tax benefit from employee stock plans— — — — 30 — — — 30F-5Table of Contents AccumulatedOtherComprehensiveIncome (Loss) RetainedEarnings(AccumulatedDeficit) TotalStockholders'Equity Common stock Treasury stock AdditionalPaid-inCapital AccumulatedDividends Shares Amount Shares Amount Stock-based compensation, net ofestimated forfeitures— — — — 135,443 — — — 135,443Balance as of December 31, 201562,134,894 62 (34,735) (7,373) 4,838,444 (1,468,472) (509,059) (108,216) 2,745,386Net income— — — — — — — 126,800 126,800Other comprehensive loss— — — — — — (440,083) — (440,083)Issuance of common stock and release oftreasury stock for employee equityawards847,374 1 7,099 1,502 33,172 — — — 34,675Issuance of common stock forTelecityGroup acquisition6,853,500 7 — — 2,077,905 — — — 2,077,912Issuance of common stock and re-purchase of treasury stock for theconversion of 4.75% convertible debtand settlement of capped call1,981,662 2 (380,779) (141,688) 291,711 — — — 150,025Dividend distributions— — — — — (492,403) — — (492,403)Settlement of accrued dividends on vestedequity awards— — — — 8,270 (1,000) — — 7,270Accrued dividends on unvested equityawards— — — — — (7,770) — — (7,770)Tax benefit from employee stock plans— — — — 2,773 — — — 2,773Stock-based compensation, net ofestimated forfeitures— — — — 161,244 — — — 161,244Balance as of December 31, 201671,817,430 $72 (408,415) $(147,559) $7,413,519 $(1,969,645) $(949,142) $18,584 $4,365,829See accompanying notes to consolidated financial statements.F-6Table of ContentsEQUINIX, INC.Consolidated Statements of Cash Flows(in thousands) Years Ended December 31, 2016 2015 2014Cash flows from operating activities: Net income (loss)$126,800 $187,774 $(260,726)Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation714,345 498,134 453,935Stock-based compensation155,567 132,443 117,990Excess tax benefits from stock-based compensation(2,773) (30) (19,582)Amortization of intangible assets122,862 27,446 27,756Amortization of debt issuance costs and debt discounts19,137 16,050 18,667Provision for allowance for doubtful accounts8,260 5,037 7,093Gain on asset sales(32,816) — —Gain on sale of discontinued operations(2,351) — —Impairment charges7,698 — —Loss on debt extinguishment12,276 289 156,990Other items20,609 16,490 19,912Changes in operating assets and liabilities: Accounts receivable(100,230) (44,583) (101,966)Income taxes, net29,020 (109,579) 226,774Other assets(72,831) (70,371) (6,496)Accounts payable and accrued expenses61,565 109,125 10,681Other liabilities(50,558) 126,568 38,392Net cash provided by operating activities1,016,580 894,793 689,420Cash flows from investing activities: Purchases of investments(42,325) (359,031) (545,997)Sales and maturities of investments53,164 873,139 785,548Business acquisitions, net of cash acquired(1,766,907) (245,553) —Purchases of real estate(28,118) (38,282) (16,791)Purchases of other property, plant and equipment(1,113,365) (868,120) (660,203)Proceeds from sale of assets, net of cash transferred851,582 — —Increase in restricted cash(21,901) (512,319) (968)Release of restricted cash475,715 15,239 2,572Net cash used in investing activities(1,592,155) (1,134,927) (435,839)Cash flows from financing activities: Purchases of treasury stock— — (297,958)Proceeds from employee equity awards34,179 30,040 29,320Excess tax benefits from stock-based compensation2,773 30 19,582Payment of dividends and special distribution(499,463) (521,461) (83,266)Purchase of non-controlling interests— — (226,276)Proceeds from public offering of common stock, net of issuance costs— 829,496 —Proceeds from senior notes— 1,100,000 1,250,000Proceeds from loans payable1,168,304 1,197,108 508,826Repayment of senior notes— — (750,000)Repayment of convertible debt(51) — (29,513)Repayment of capital lease and other financing obligations(114,385) (28,663) (18,030)Repayment of mortgage and loans payable(1,462,888) (715,270) (153,473)Debt extinguishment costs(11,380) — (116,517)Debt issuance costs(11,381) (18,098) (25,294)Net cash provided by (used in) financing activities(894,292) 1,873,182 107,401Effect of foreign currency exchange rates on cash and cash equivalents(10,495) (15,127) (11,959)Net increase (decrease) in cash and cash equivalents(1,480,362) 1,617,921 349,023Cash and cash equivalents at beginning of period2,228,838 610,917 261,894Cash and cash equivalents at end of period$748,476 $2,228,838 $610,917Supplemental cash flow information Cash paid for taxes$39,320 $132,302 $117,197Cash paid for interest$350,083 $237,410 $262,018See 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 ExchangeTM (“IBX®”) data centers, or IBX data centers across Americas;Europe, Middle East and Africa (“EMEA”) and Asia-Pacific geographic regions where customers directly interconnect with a network ecosystem of partnersand customers. More than 1,400 network service providers offer access to the world’s internet routes inside the Company’s IBX data centers. This access tointernet routes provides Equinix customers improved reliability and streamlined connectivity while significantly reducing costs by reaching a critical massof networks within a centralized physical location.The Company began operating as a Real Estate Investment Trust ("REIT") for federal income tax purposes effective January 1, 2015. See “Income Taxes”in Note 14 below for additional information.On November 2, 2015, the Company acquired Bit-isle, Inc. ("Bit-isle"), a Tokyo-based company which primarily provides data center services in Japan.On January 15, 2016, the Company completed its acquisition of Telecity Group plc ("TelecityGroup") which provides data center services in Europe. OnAugust 1, 2016, the Company completed the purchase of Digital Realty's operating business in Paris (the "Paris IBX Data Center Acquisition"), whichcurrently houses Equinix' Paris 2 and Paris 3 data centers. As a result of these acquisitions, the Company operates 150 IBX data centers in 41 markets acrossfive continents.Basis of Presentation, Consolidation and Foreign CurrencyThe accompanying consolidated financial statements include the accounts of Equinix and its subsidiaries, including the acquisitions of the Paris IBXData Center from August 1, 2016, TelecityGroup from January 15, 2016, Bit-isle from November 2, 2015 and Nimbo Technologies Inc. ("Nimbo") fromJanuary 14, 2015. All intercompany accounts and transactions have been eliminated in consolidation. Foreign exchange gains or losses resulting fromforeign currency transactions, including intercompany foreign currency transactions, that are anticipated to be repaid within the foreseeable future, arereported within other income (expense) on the Company’s accompanying consolidated statements of operations. For additional information on the impact offoreign currencies to the Company’s consolidated financial statements, see “Accumulated Other Comprehensive Loss” in Note 12.Use of EstimatesThe preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S.") requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atthe date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differfrom these estimates. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the allowance for doubtfulaccounts, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property, plant and equipment, assetsacquired and liabilities assumed from acquisitions, asset retirement obligations, restructuring charges, redemption value of redeemable non-controllinginterests and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable.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 debt securities with original maturities of between 90 days and one year. Long-term investmentsconsist of debt securities with original maturities greater than 365 days and publicly traded equity securities. The Company’s fixed income securities andpublicly traded equity securities are classified as “available-for-sale” and are carried at fair value with unrealized gains and losses reported in stockholders’equity as a component of other comprehensive income (loss). The cost of securities sold is based on the specific identification method. The Company reviewsits investment portfolio quarterly to determine if any securities may be other-than-temporarily impaired due to increased credit risk, changes in industry orsector of a certain instrument or ratings downgrades.F-8Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Equity Method and Cost Method InvestmentsThe Company's non-marketable securities are accounted under the cost method. The Company records the dividends declared by the investees in otherincome and expense in the consolidated statement of operations and records any dividends in excess of earnings as a reduction of cost of investment. TheCompany's other equity investments include private equity investments which are accounted under the equity method. The Company adjusts the carryingamount of an investment for its share of the earnings and losses of the investees and recognizes its share of income or loss in other income and expense in theconsolidated statement of operations. The Company records cost method and equity method investments in other assets in the consolidated balance sheet.The Company reviews these investments periodically to determine if any investments may be other-than-temporarily impaired primarily based on thefinancial condition and near-term prospects of these companies and funds.Financial Instruments and Concentration of Credit RiskFinancial instruments which potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, short-term investments,long-term investments and accounts receivable. Risks associated with cash, cash equivalents, short-term investments and long-term investments are mitigatedby the Company’s investment policy, which limits the Company’s investing to only those marketable securities rated at least A-1/P-1 Short Term Rating andA-/A3 Long Term Rating, as determined by independent credit rating agencies. Risk to the Company’s investment portfolio is further mitigated by itssignificant weighting 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: 2016 2015 2014Americas47% 55% 56%EMEA32% 26% 26%Asia-Pacific21% 19% 18%No single customer accounted for greater than 10% of accounts receivable or revenues as of or for the years ended December 31, 2016, 2015 and 2014.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 integral equipment at leasedlocations are amortized over the shorter of the lease term or the estimated useful life of the asset or improvement. Leasehold improvements acquired in abusiness combination are amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemedto be reasonably assured at the date of acquisition. Leasehold improvements that are placed into service significantly after and not contemplated at or nearthe beginning of the lease term are amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that aredeemed to be reasonably assured at the date the leasehold improvements are purchased.The Company’s estimated useful lives of its property, plant and equipment are as follows:Core systems3-25 yearsBuildings12-50 yearsLeasehold improvements12-40 yearsConstruction in progressN/APersonal Property3-10 yearsThe Company’s construction in progress includes direct and indirect expenditures for the construction and expansion of IBX data centers and is stated atoriginal 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, designF-9Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)development, construction services and other construction-related fees and services. In addition, the Company has capitalized interest costs during theconstruction phase. Once an IBX data center or expansion project becomes operational, these capitalized costs are allocated to certain property, plant andequipment 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-lived asset and amortized over the useful life of the asset. Subsequent to the initialmeasurement, the Company accretes the liability in relation to the asset retirement obligations over time and the accretion expense is recorded as a cost ofrevenue. The Company’s asset retirement obligations are primarily related to its IBX data centers, of which the majority are leased under long-termarrangements, and, in certain cases, are required to be returned to the landlords in their original condition. The majority of the Company’s IBX data centerleases have been subject to significant development by the Company in order to convert them from, in most cases, vacant buildings or warehouses into IBXdata centers. The majority of the Company’s IBX data centers’ initial lease terms expire at various dates ranging from 2017 to 2065 and most of them enablethe 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, 2016, the Company had goodwill attributable to its Americas, EMEA and Asia-Pacific reporting units.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 less thanits 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 reporting unit isless than its carrying value, then performing the two-step impairment test is unnecessary. However, if the Company concludes otherwise, then it is required toperform the first step of the two-step goodwill impairment test. The first step, identifying a potential impairment, compares the fair value of a reporting unitwith its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted;otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair valueof the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respectiveimplied fair value is recognized as an impairment loss.In 2016, the Company elected to bypass the qualitative assessment and performed the first step of the two-step goodwill impairment test for its Americas,EMEA and Asia-Pacific reporting units during the quarter ended December 31, 2016. In order to determine the fair value of each reporting unit, the Companyutilizes the discounted cash flow and market methods. The assumptions supporting the discounted cash flow method was determined using the Company’sbest estimates as of the date of the impairment review. As of October 31, 2016, the Company concluded that it was more likely than not that goodwillattributed to the Company’s Americas, EMEA and Asia-Pacific reporting units was not impaired as the fair value of each reporting unit exceeded the carryingvalue of its respective reporting unit, including goodwill. In addition, the Company concluded that no events occurred or circumstances changed subsequentto October 31, 2016 through December 31, 2016 that would more likely than not reduce the fair value of the Americas, EMEA and Asia-Pacific reportingunits below its carrying value. In 2015, the Company assessed qualitative and quantitative factors to determine whether it was more likely than not that thefair value of its Americas reporting unit, EMEA reporting unit and Asia-Pacific reporting unit was less than its carrying value and concluded that it was morelikely than not that goodwill was not impaired.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 its evaluation of impairmentare reasonable, significant changes in any one of the Company’s assumptions could produce a significantly different result. Indicators of potentialimpairment that might lead the Company to perform interim goodwill impairment assessments include significant and unforeseen customer losses, asignificant adverse change in legal factors or in the business climate, a significant adverse action or assessment by a regulator, a significant stock pricedecline or unanticipated competition.For further information on goodwill and other intangible assets, see Note 6 below.F-10Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)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. Debt issuance costs related to outstanding debt are presented as a reduction of the carrying amount of the debtliability and debt issuance costs related to the revolving credit facility are presented as other assets. Debt issuance costs related to the unsecured bridgefacility and undrawn Term B-2 Loan are presented as other current assets.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 derivative dependson 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) in the Company’s consolidated statements of operations, with the exceptionof foreign currency embedded derivatives contained in certain of the Company’s customer contracts (see “Revenue Recognition” below), which are recordedwithin 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 is 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.For further information on derivatives and hedging activities, see Note 7 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, publicly traded equity securities andderivatives.The Company also follows the accounting standard for the measurement of fair value for non-financial 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; F-11Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)•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 8 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 assessed 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.The Company did not record any impairment charges related to its long-lived assets during the years ended December 31, 2016, 2015 and 2014. TheCompany recorded an impairment charges of $7,698,000 relating to assets held for sale for the year ended December 31, 2016, see Note 4 below.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 asinstallation revenues, professional services, contract settlements and equipment sales. Revenues from recurring revenue streams are generally billed monthlyand recognized ratably over the term of the contract, generally one to three years for IBX data center colocation customers. Non-recurring installation fees,although generally paid in a lump sum upon installation, are deferred and recognized ratably over the period the customer is expected to benefit from theinstallation. Professional service fees are recognized in the period in which the services were provided and represent the culmination of a separate earningsprocess as long as they meet the criteria for separate recognition under the accounting standard related to revenue arrangements with multiple deliverables.Revenue from bandwidth and equipment sales is recognized on a gross basis in accordance with the accounting standard related to reporting revenue gross asa principal versus net as an agent, primarily because the Company acts as the principal in the transaction, takes title to products and services and bearsinventory and credit risk. To the extent the Company does not meet the criteria for recognizing bandwidth and equipment services as gross revenue, theCompany records the revenue on a net basis. Revenue from contract settlements, when a customer wishes to terminate their contract early, is generallyrecognized on a cash basis, when no remaining performance obligations exist, to the extent that the revenue has not previously been recognized.The Company guarantees certain service levels, such as uptime, as outlined in individual customer contracts. To the extent that these service levels arenot achieved, the Company reduces revenue for any credits given to the customer as a result. The Company generally has the ability to determine suchservice level credits prior to the associated revenue being recognized, and historically, these credits have generally not been significant. There were nosignificant service level credits issued during the years ended December 31, 2016, 2015 and 2014.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 7). 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.F-12Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)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 its customers although in certain cases the Company obtains a security interest in acustomer’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 feeis deferred and revenue is recognized at the time collection becomes reasonably assured, which is generally upon receipt of cash. In addition, the Companyalso maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for which theCompany had expected to collect the revenues. If the financial condition of the Company’s customers were to deteriorate or if they became insolvent,resulting in an impairment of their ability to make payments, greater allowances for doubtful accounts may be required. Management specifically analyzesaccounts receivable and current economic news and trends, historical bad debts, customer concentrations, customer credit-worthiness and changes incustomer payment terms when evaluating revenue recognition and the adequacy of the Company’s reserves. Any amounts that were previously recognized asrevenue and subsequently determined to be uncollectible are charged to bad debt expense included in general and administrative expense in theconsolidated statements of operations. A specific bad debt reserve of up to the full amount of a particular invoice value is provided for certain problematiccustomer balances. An additional reserve is established for all other accounts based on the age of the invoices and an analysis of historical credits issued.Delinquent account balances are written-off after management has determined that the likelihood 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 Company began operating as a REIT for federal income tax purposes effective January 1, 2015, and thereafter received a favorable private letterruling (“PLR”) from the U.S. Internal Revenue Service (“IRS”) that validated the Company's position with respect to specified REIT compliance matters. As aresult, the Company may deduct the distributions made to its stockholders from taxable income generated by the Company's Qualified REIT Subsidiaries(“QRSs”). The Company’s dividends paid deduction generally eliminates the U.S. taxable income of the Company's QRSs, resulting in no U.S. income taxdue. However, the Company's Taxable REIT Subsidiaries (“TRSs”) will continue to be subject to income taxes on any taxable income generated by them. Inaddition, the foreign operations of the Company will continue to be subject to local income taxes regardless of whether the foreign operations are operated asa QRS or TRS.The Company recognizes interest and penalties related to unrecognized tax benefits within income tax benefit (expense) in the consolidated statementsof 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.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.F-13Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)The Company uses the Black-Scholes option-pricing model to determine the fair value of its employee stock purchase plan. The determination of the fairvalue 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 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 in 2015 and thereafter was based on average dividend yields and the expected dividend rate used prior to 2015 waszero as the Company did not anticipate paying dividends. The expected term used was equal to the term of each purchase 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 13 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 items aretranslated 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.Earnings Per ShareThe Company computes basic and diluted EPS for net income (loss) attributable to the Company. Basic EPS is computed using net income (loss)attributable to the Company and the weighted-average number of common shares outstanding. Diluted EPS is computed using net income attributable to theCompany, adjusted for interest expense as a result of the assumed conversion of the Company’s 3.00% Convertible Subordinated Notes and 4.75%Convertible Subordinated Notes, if dilutive, and the weighted-average number of common shares outstanding plus any dilutive potential common sharesoutstanding. Dilutive potential common shares include the assumed exercise, vesting and issuance activity of employee equity awards using the treasurystock method, as well as shares issuable upon the assumed conversion of the 3.00% Convertible Subordinated Notes and 4.75% Convertible SubordinatedNotes. See Note 3 below.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 mezzanine equity,outside of equity and liabilities, and are adjusted to fair value on each balance sheet date. The resulting changes in fair value of the estimated redemptionamount, increases or decreases, are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capitalFor further information on redeemable non-controlling interests, see Note 11 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 is recordedas 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 additional paid-incapital, the losses are recorded as a component of retained earnings (accumulated deficit).F-14Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Recent Accounting PronouncementsAccounting Standards Not Yet AdoptedIn January 2017, Financial Accounting Standards Board ("FASB") has issued Accounting Standards Update ("ASU") No. 2017-04 Intangibles - Goodwilland Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU is to simplify the subsequent measurement of goodwill. The ASU eliminatesstep 2 from the goodwill impairment test and the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitativeassessment and, if it fails that qualitative test, to perform step 2 of the goodwill impairment test. An entity still has the option to perform the qualitativeassessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU should be applied on a prospective basis. This ASU iseffective for public business entities for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoptionis permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company currently does not expect toearly adopt this ASU.In January 2017, FASB has issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, clarifying thedefinition of a business. The ASU affects all companies and other reporting organizations that must determine whether they have acquired or sold a business.The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The ASU is effective for annualperiods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact that theadoption of this standard will have on its consolidated financial statements.In December 2016, FASB has issued ASU No. 2016-19, Technical Corrections and Improvements. This ASU covers a wide range of Topics in theAccounting Standards Codification. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periodswithin those fiscal years with early adoption is permitted. The Company does not expect this ASU to impact its consolidated financial statements.In November 2016, FASB has issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU applies to all entities that haverestricted cash or restricted cash equivalents and are required to present a statement of cash flows. The ASU requires that a statement of cash flows explain thechange during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result,amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling thebeginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for public business entities for fiscal yearsbeginning after December 15, 2017, and interim periods within those fiscal years with early adoption is permitted. This ASU should be applied using aretrospective transition method to each period presented. The Company is currently evaluating the impact that the adoption of this standard will have on itsconsolidated financial statements. Adoption of this standard eliminates the effect of changes in restricted cash from investing activities in the presentation ofthe Consolidated Statement of Cash Flows and does not affect the Consolidated Statements of Operations or Consolidated Balance Sheets.In October 2016, FASB has issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under CommonControl. This ASU alters how a decision maker needs to consider indirect interests in a variable interest entity ("VIE") held through an entity under commoncontrol. Under this ASU, if a decision maker is required to evaluate whether it is the primary beneficiary of a VIE, it will need to consider only itsproportionate indirect interest in the VIE held through a common control party. This ASU is effective for public business entities for fiscal years beginningafter December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect this ASU toimpact its consolidated financial statements as it does not hold any interests in a VIE through related parties that are under common control.In October 2016, FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This ASU requires therecognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This ASU is effective forfiscal years and interim period within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currentlyevaluating the impact that the adoption of this standard will have on its consolidated financial statements but does not expect to early adopt this ASU.In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ThisASU provides guidance on the classification of eight cash flow issues to reduce the existing diversification in practice, including (a) debt prepayment or debtextinguishment costs; (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation tothe effective interest rate of the borrowing; (c) contingent consideration payments made after a business combination; (d) proceeds from settlement ofinsurance claims; (e)F-15Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (f) distributions received from equitymethod investees; (g) beneficial interests in securitization transactions; and (h) separately identifiable cash flows and application of the predominanceprinciple. The ASU is effective for fiscal years and interim period within those fiscal years, beginning after December 15, 2017, with early adoption permitted.The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, currentconditions, and reasonable and supportable forecasts. The ASU requires enhanced disclosures to help investors and other financial statement users betterunderstand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’sportfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in thefinancial statements. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets withcredit deterioration. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with earlyadoption permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Companyexpects this ASU to impact its accounts receivable and is currently evaluating the extent of the impact that the adoption of this ASU will have on itsconsolidated financial statements.In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based PaymentAccounting ("ASU 2016-09"). This ASU simplifies several areas of the accounting for share-based payment award transactions, including (a) income taxconsequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This ASU is effective for fiscalyears beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company is currentlyevaluating the impact that the adoption of this standard will have on its consolidated financial statements.In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815), Contingent Put and Call Options in Debt Instruments ("ASU 2016-06"). This ASU clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instrumentsare clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this ASU is required to assess the embeddedcall (put) options solely in accordance with the four-step decision sequence. This guidance should be applied on a modified retrospective basis to existingdebt instruments as of the beginning of the fiscal year in which the amendments are effective, and is effective for fiscal years beginning after December 15,2016, including interim periods within those fiscal years. Some of the Company’s debt instruments contain contingent options that can accelerate thepayment of principal. The Company does not expect that its embedded derivative conclusions will change on adoption of this ASU. The Company willcomplete its assessment on the impact that the adoption of this ASU will have on its consolidated financial statements by the effective date.In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815), Effect of Derivative Contract Novations on Existing HedgeAccounting Relationships ("ASU 2016-05"). This ASU clarifies that a change in the counterparty to a derivative instrument that has been designated as ahedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accountingcriteria continue to be met. This ASU may be applied prospectively or using a modified retrospective approach, and is effective for fiscal years beginningafter December 15, 2016, including interim periods within those fiscal years. The Company will adopt this ASU prospectively in the first quarter of 2017 anddoes not expect that adoption of this standard to impact its consolidated financial statements.In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). The new guidance requires lessees to recognize the following forleases with terms of more than 12 months: (1) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on adiscounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting withthe lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale andleaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees (for capital and operating leases) and lessors (forsales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, thebeginning of the earliest comparative period presented in the financial statements. The modified retrospective approach includes a number of optionalpractical expedients that we may elect to apply. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, includinginterim periods within those fiscal years, with early adoption permitted. While the Company is currently evaluating the impact that the adoption of thisstandard will have on its consolidated financial statements, the Company believes this standard will have a significant impact on its consolidated financialstatements due, in part, to the substantial amount of operating leases it has.F-16Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)In January 2016, the FASB issued ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10) ("ASU 2016-01"), which requires all equityinvestments to be measured at fair value with changes in the fair value recognized through net income other than those accounted for under equity method ofaccounting or those that result in consolidation of the investees). The ASU also requires that an entity to present separately in other comprehensive incomethe portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected tomeasure the liability at fair value in accordance with the fair value option for financial instruments. In addition the ASU eliminates the requirement todisclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose themethod(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost onthe balance sheet for public business entities. ASU 2016-01 is effective for public companies for fiscal years beginning after December 15, 2017, includinginterim periods within those fiscal years. The Company currently holds publicly traded equity securities that are classified as “available-for-sale” and arecarried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of other comprehensive income (loss). On adoption ofthis ASU, the unrealized gains and losses will be recognized through net income. The Company has not elected to measure its financial liabilities at fair valuetherefore, does not expect an impact on the accounting for its financial liabilities.In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) Topic 606 and issued subsequent amendmentsto the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU2016-20, respectively (ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 collectively, Topic 606).Topic 606 will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of Topic 606 is that an entity should recognize revenuefor the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. Topic 606 requires additionaldisclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments andchanges in judgments.Topic 606 allows entities to adopt with one of these two methods: full retrospective, which applies retrospectively to each prior reporting periodspresented or modified retrospective, which recognizes the cumulative effect of initially applying the revenue standard as an adjustment to the openingbalance of retained earnings in the period of initial application. The Company currently anticipates adopting the standard using the modified retrospectivemethod.Topic 606, as amended, is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e.,January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December15, 2016, including interim reporting periods within that reporting period. The Company expects to adopt the standard on January 1, 2018.While the Company is continuing to evaluate all potential impacts of the standard, the Company believes the most significant impact relates to itsaccounting for installation revenue and the cost to obtain contracts. Under the new standard, the Company expects to recognize installation revenue over thecontract period rather than over the estimated installation life. Under the new standard, the Company is required to capitalize and amortize certain costs toobtain contracts. Therefore, these costs to obtain contracts will not be immediately expensed, but will be capitalized and amortized over the estimatedcontract term plus estimated renewal term.Accounting Standards AdoptedIn September 2015, the FASB issued ASU 2015-16, Business Combinations (“ASU 2015-16”), to simplify accounting for adjustments made toprovisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. This ASU iseffective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years with early adoptionpermitted. The amendments in this ASU require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes indepreciation, amortization or other income effects as a result of changes to provisional amounts, calculated as if the accounting had been completed at theacquisition date. The Company adopted ASU 2015-16 in the three months ended March 31, 2016. Adjustments to provisional amounts for the TelecityGroupacquisition are discussed in Note 2 Acquisitions.In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (“ASU 2015-07”), which permits a reporting entity, as a practical expedient, tomeasure the fair value of certain investments using the net asset value per share of the investment. This ASU is effective for financial statements issued forfiscal years beginning after December 15, 2015, and interim periods within those fiscal years with early adoption permitted. A reporting entity should applythe amendment retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the netasset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. TheF-17Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Company adopted ASU 2015-07 in the three months ended March 31, 2016. The adoption of ASU 2015-07 did not have a significant impact on theCompany's consolidated financial statements.In February 2015, the FASB issued ASU 2015-02, Consolidations (“ASU 2015-02”). This ASU requires companies to adopt a new consolidation model,specifically: (1) the ASU modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; (2) the ASUeliminates the presumption that a general partner should consolidate limited partnership; (3) the ASU affects the consolidation analysis of reporting entitiesthat involved with VIEs and (4) the ASU provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that arerequired to comply with or operate in accordance with requirements that are similar Rule 2a-7 of the Investment Company Act of 1940 for registered moneymarket funds. This ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoptionpermitted. The Company adopted ASU 2015-02 in the three months ended March 31, 2016. The adoption of ASU 2015-02 did not have a significant impacton the Company's consolidated financial statements.In January 2015, the FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items (“ASU 2015-01”), to simplify the incomestatement presentation requirements by eliminating the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods withinthose fiscal years, beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscalyear of adoption. The Company adopted ASU 2015-01 in the three months ended March 31, 2016. The adoption of ASU 2015-01 did not have a significantimpact on the Company's consolidated financial statements.2. AcquisitionsOffer for Certain Verizon Data Center AssetsOn December 6, 2016, the Company entered into a transaction agreement with Verizon Communications Inc. ("Verizon") to acquire Verizon's colocationservices business at 24 data center sites, consisting of 29 data center buildings, located in the United States, Brazil and Colombia, for a cash purchase price of$3,600,000,000. The acquisition is expected to close by mid-2017. The Company expects to fund the acquisition with a combination of cash on hand andproceeds of debt and equity financings. The Company expects to account for the Verizon data center sites acquisition as a business combination using theacquisition method of accounting.In connection with the Verizon data center sites acquisition, the Company entered into a commitment letter (the "Commitment Letter"), dated December6, 2016, with JPMorgan Chase Bank, N.A., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Commitment Parties"),pursuant to which the Commitment Parties have committed to provide a senior unsecured bridge facility in an aggregate principal amount of $2,000,000,000for the purposes of funding (i) a portion of the cash consideration for the acquisition and (ii) the fees and expenses incurred in connection with theacquisition. The full amount must be drawn in a single drawing. The initial maturity date is 12 months from the date of the drawdown and, at the initialmaturity date (if not repaid prior to that time), it will be converted into a seven-year senior unsecured term loan. Advances funded under the bridge facilityshall accrue interest per annum at a rate of 4.25% which will increase by an additional 25 basis points 30 days after the closing date, by an additional 25 basispoints 60 days after the closing date, by an additional 50 basis points 90 days after the closing date, and by an additional 50 basis points 120 days after theclosing date, to the total cap, which is 1.75% per annum plus the greatest of (i) the yield per annum on the 5.875% Senior Notes Due 2016 (on the basis of theyield to maturity thereof), (ii) the yield per annum on the J.P. Morgan US Dollar Global High Yield Index minus 1.61% and (iii) 5.250% per annum, 180 daysafter the closing date. Commitment fees associated with the Commitment Letter are equal to (i) 0.50% of the commitment plus (ii) an additional 0.25% of thecommitment that is four months after the date in which the Commitment Letter was entered into. As of December 31, 2016, the Company had accrued$10,000,000 of commitment fees associated with the Commitment Letter and amortized $2,174,000 to interest expense in the consolidated statement ofoperations. As of December 31, 2016, the Company had not drawn against the Commitment Letter.Paris IBX Data Center AcquisitionOn August 1, 2016, the Company completed the purchase of Digital Realty Trust, Inc.'s ("Digital Realty's") operating business, including its real estateand facility, located in St. Denis, Paris for cash consideration of approximately €193,768,000 or $216,400,000 at the exchange rate in effect on August 1,2016 (the "Paris IBX Data Center Acquisition"). A portion of the building was leased to the Company and was being used by the Company as its Paris 2 andParis 3 data centers. The Paris 2 lease was accounted for as an operating lease and the Paris 3 lease was accounted for as a financing lease. Upon acquisition,the Company in effect terminated both leases. The Company settled the financing lease obligation of Paris 3 for €47,790,000 or approximatelyF-18Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)$53,372,000 and recognized a loss on debt extinguishment of €8,828,000 or approximately $9,894,000. The Paris IBX Data Center Acquisition constitutes abusiness under the accounting standard for business combinations and as a result, the Paris IBX Data Center Acquisition was accounted for as a businesscombination using the acquisition method of accounting.The Company included the incremental Paris IBX Data Center's results of operations from August 1, 2016 and the estimated fair value of assets acquiredand liabilities assumed in its consolidated balance sheets beginning August 1, 2016. The Company incurred acquisition costs of approximately $11,978,000for the year ended December 31, 2016 related to the Paris IBX Data Center Acquisition.Purchase Price AllocationUnder the acquisition method of accounting, the total purchase price is allocated to the assets acquired and liabilities assumed measured at fair value onthe date of acquisition. As of the date of this annual report, the Company had completed the detailed valuation analysis to derive the fair value of thefollowing items including, but not limited to property, plant and equipment, intangible assets and leasehold interests. During the fourth quarter of 2016, theCompany recorded certain measurement period adjustments that were insignificant to the results from operations for the year ended December 31, 2016.The purchase price allocation, which excludes settlement of the Paris 3 financing obligations, was as follows (in thousands):Cash and cash equivalent$4,073Accounts receivable1,507Other current assets794Property, plant and equipment143,972Intangible assets11,758Goodwill48,835Other assets81Total assets acquired211,020Accounts payable and accrued liabilities(2,044)Other current liabilities(2,798)Deferred tax liabilities(42,395)Other liabilities(755)Net assets acquired$163,028Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill is not expected to bedeductible for local tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually.F-19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 AssetsFair Value Estimated UsefulLives (Years) Weighted-averageEstimated UsefulLives (Years)In-place leases$7,485 0.9 - 9.4 4.3Favorable leasehold interests4,273 1.9 - 6.7 5.3The fair value of in-place lease value may consist of a variety of components including, but not necessarily limited to: the value associated withavoiding the cost of originating the acquired in-place leases. The fair value of favorable leases was estimated based on the income approach, by computingthe net present value of the difference between the contractual amounts to be paid pursuant to the lease agreements and estimates of the fair market lease ratesfor the corresponding in place leases measured over remaining non-cancellable terms of the leases. The fair value measurements were based on significantinputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.The fair value of the property, plant and equipment was estimated by applying the income approach or cost approach, such as cash flows or earnings thatan asset can be expected to generate over its useful life or the replacement or reproduction cost.For the year ended December 31, 2016, the incremental revenues from the Paris IBX Data Center Acquisition were $4,084,000 and the incremental netincome was not significant to the Company’s consolidated statement of operations. The incremental results of operations from the Paris IBX Data CenterAcquisition are not significant; therefore the Company does not present pro forma combined results of operations.TelecityGroup AcquisitionOn January 15, 2016, the Company completed the acquisition of the entire issued and to be issued share capital of TelecityGroup. TelecityGroupoperates data center facilities in cities across Europe. The acquisition of TelecityGroup enhances the Company's existing data center portfolio by adding newIBX metro markets in Europe including Dublin, Helsinki, Istanbul, Manchester, Milan, Sofia, Stockholm and Warsaw. As a result of the transaction,TelecityGroup has become a wholly-owned subsidiary of Equinix.Under the terms of the acquisition, the Company acquired all outstanding shares of TelecityGroup and all vested equity awards of TelecityGroup at572.5 pence in cash and 0.0336 new shares of Equinix common stock for a total purchase consideration of approximately £2,624,500,000 or approximately$3,743,587,000 at the exchange rate in effect on the acquisition date. In addition, the Company assumed $1,299,000 of vested TelecityGroup's employeeequity awards as part of consideration transferred. The Company incurred acquisition costs of approximately $42,490,000 during the year ended December31, 2016 related to the TelecityGroup acquisition.In connection with the TelecityGroup acquisition, the Company placed £322,851,000 or approximately $475,689,000 into a restricted cash account,which was included in the current portion of restricted cash in the consolidated balance sheet as of December 31, 2015. The cash was released uponcompletion of the acquisition.Also, in connection with TelecityGroup acquisition, the Company entered into a bridge credit agreement with J.P. Morgan Chase Bank, N.A. as theinitial lender and as administrative agent for the lenders for a principal amount of £875,000,000 or approximately $1,289,000,000 at the exchange rate ineffect on December 31, 2015 (the “Bridge Loan”). The Company did not make any borrowings under the Bridge Loan and the Bridge Loan was terminated onJanuary 8, 2016.Purchase Price AllocationUnder the acquisition method of accounting, the assets acquired and liabilities assumed in a business combination shall be measured at fair value at thedate of the acquisition. As of the date of this annual report, the Company has completed the detailed valuation analysis to derive the fair value of thefollowing items including, but not limited to, intangible assets, accounting for lease contracts; asset retirement obligations; favorable leasehold interests;assets and liabilities held for sale, deferred revenue; property, plant and equipment; accruals and taxes. Prior quarterly reports reported the allocation of thepurchase price to acquired assets and liabilities based on provisional estimates that were subject to continuing management analysis. As of December 31,2016, the Company has updated the final allocation of purchase price for TelecityGroup from provisional amounts reported as of March 31, 2016, whichprimarily resulted in increases to intangible assets of $36,758,000 and deferred tax liabilities of $19,500,000 and decreases in capital lease and otherfinancing obligations of $34,443,000, goodwill of $22,511,000 and assets held for sale ofF-20Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)$36,865,000. The changes did not have a significant impact on the Company’s results from operations for the year ended December 31, 2016.As of the acquisition date, the allocation of the purchase price was as follows (in thousands):Cash and cash equivalents$73,368Accounts receivable24,042Other current assets41,079Assets held for sale877,650Property, plant and equipment1,058,583Goodwill2,215,567Intangible assets694,243Deferred tax assets994Other assets4,102Total assets acquired4,989,628Accounts payable and accrued expenses(84,367)Accrued property, plant and equipment(3,634)Other current liabilities(27,233)Liabilities held for sale(155,650)Capital lease and other financing obligations(165,365)Mortgage and loans payable(592,304)Deferred tax liabilities(176,168)Other liabilities(40,021)Net assets acquired$3,744,886The purchase price allocation above, as of the acquisition date, includes acquired assets and liabilities that were classified by the Company as held forsale (Note 4).The following table presents certain information on the acquired intangible assets (dollars in thousands):Intangible AssetsFair Value Estimated UsefulLives (Years) Weighted-averageEstimated UsefulLives (Years)Customer relationships$591,956 13.5 13.5Trade names72,033 1.5 1.5Favorable leases30,254 2.0 - 25.4 19.7The fair value of customer relationships was estimated by applying an income approach. The fair value was determined by calculating the present valueof estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied a weighted-averagediscount rate of approximately 8.5%, which reflected the nature of the assets as it relates to the estimated future operating cash flows. Other significantassumptions used to estimate the fair value of the customer relationships include projected revenue growth, customer attrition rates, sales and marketingexpenses and operating margins. The fair value of the TelecityGroup's trade names was estimated using the relief of royalty approach. The Company applieda relief of royalty rate of 2.0% and a weighted-average discount rate of approximately 9.0%. The other acquired identifiable intangible assets were estimatedby applying a relief of royalty 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 fair value of the property, plant and equipment was estimated by applying the income approach or cost approach. The income approach is used toestimate fair value based on the income stream, such as cash flows or earnings that an asset can be expected to generate over its useful life. There are twoprimary methods of applying the income approach to determine the fairF-21Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)value of assets: the discounted cash flow method and the direct capitalization method. The key assumptions include the estimated earnings, discount rate anddirect capitalization rate. The cost approach is to use the replacement or reproduction cost as an indicator of fair value. The premise of the cost approach isthat a market participant would pay no more for an asset than the amount for which the asset could be replaced or reproduced. The key assumptions of thecost approach include replacement cost, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age andeffective age.The Company determined the fair value of the loans payable assumed in the TelecityGroup acquisition by estimating TelecityGroup’s debt rating andreviewing market data with a similar debt rating and other characteristics of the debt, including the maturity date and security type. On January 15, 2016, theCompany prepaid and terminated these loans payable. In conjunction with the repayment of the loans payable, the Company incurred an insignificantamount of pre-payment penalties and interest rate swap termination costs, which were recorded as interest expense in the consolidated statement ofoperations.Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The goodwill is attributable tothe workforce of the acquired business and the significant synergies expected to arise after the acquisition. Goodwill is not expected to be deductible forlocal tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually. Goodwill recorded as a result of the TelecityGroupacquisition, except for the goodwill associated with asset held for sale, is attributable to the Company’s EMEA region. The Company's results of continuingoperations include TelecityGroup revenues of $399,978,000 and net loss from continuing operations of $47,133,000 for the period January 15, 2016 throughDecember 31, 2016.Bit-isle AcquisitionOn November 2, 2015, the Company, acting through its Japanese subsidiary, completed a cash tender offer for approximately 97% of the equityinstruments, including stock options, of Tokyo-based Bit-isle. The Company acquired the remaining outstanding equity instruments of Bit-isle in December2015. The offer price was JPY 922 per share, in an all cash transaction totaling ¥33,196,000,000 or approximately $275,367,000 at the exchange rate in effecton the date of the acquisition.On September 30, 2015, the Company, acting through its Japanese subsidiaries as borrowers, entered into a term loan agreement (the “Bridge Term LoanAgreement”) with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”). Pursuant to the Bridge Term Loan Agreement, BTMU committed to provide a seniorbridge loan facility (the “Bridge Term Loan”) in the amount of up to ¥47,500,000,000, or approximately $395,675,000 at the exchange rate in effect onSeptember 30, 2015. Proceeds from the Bridge Term Loan were to be used exclusively for the acquisition of Bit-isle, the repayment of Bit-isle’s existing debtand transaction costs incurred in connection with the closing of the Bridge Term Loan and the acquisition of Bit-isle. In October 2016, the Companyborrowed ¥47,500,000,000 on a five year term loan agreement with BTMU and repaid the Bridge Term Loan. See Note 10 for further information.The Company included Bit-isle’s results of operations from November 2, 2015 and the estimated fair value of assets acquired and liabilities assumed inits consolidated balance sheets beginning November 2, 2015. The Company incurred acquisition costs of approximately $8,645,000 for the year endedDecember 31, 2015 related to the Bit-isle Acquisition.In June 2016, the Company approved the divestiture of the solar power assets of Bit-isle. See Note 4 below for further information.F-22Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Purchase Price AllocationUnder the acquisition method of accounting, the total purchase price was allocated to Bit-isle’s net tangible and intangible assets based upon their fairvalue as of the Bit-isle acquisition date. Based upon the purchase price and the valuation of Bit-isle, the final purchase price allocation was as follows (inthousands):Cash and cash equivalent$33,198Accounts receivable7,359Other current assets51,038Long-term investments3,806Property, plant and equipment308,985Goodwill95,444Intangible assets111,374Other assets22,981Total assets acquired634,185Accounts payable and accrued expenses(15,028)Accrued property, plant and equipment(465)Capital lease and other financing obligations(108,833)Mortgage and loans payable(190,227)Other current liabilities(8,689)Deferred tax liabilities(32,192)Other liabilities(3,384)Net assets acquired$275,367The following table presents certain information on the acquired identifiable intangible assets (dollars in thousands):Intangible AssetsFair Value Estimated UsefulLives (Years) Weighted-averageEstimated UsefulLives (Years)Customer relationships$105,434 13 13Trade name3,455 2 2Favorable solar contracts2,410 18 18Other intangible assets75 0.25 0.25The fair value of customer relationships was estimated by applying an income approach. The fair value was determined by calculating the present valueof estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied a weighted-averagediscount rate of approximately 11.0%, which reflected the nature of the assets as it relates to the estimated future operating cash flows. Other significantassumptions used to estimate the fair value of the customer relationships include projected revenue growth, customer attrition rates, sales and marketingexpenses and operating margins. The fair value of the Bit-isle trade name was estimated using the relief of royalty approach. The Company applied a relief ofroyalty rate of 2.0% and a weighted-average discount rate of approximately 12.0%. The other acquired identifiable intangible assets were estimated byapplying an income or cost approach as appropriate. The fair value measurements were based on significant inputs that are not observable in the market andthus represent Level 3 measurements as defined in the accounting standard for fair value measurements.The fair value of the property, plant and equipment was estimated by applying the income approach or cost approach. The income approach is used toestimate fair value based on the income stream, such as cash flows or earnings that an asset can be expected to generate over its useful live. There are twoprimary methods of applying the income approach to determine the fair value assets: the discounted cash flow method and the direct capitalization method.The key assumptions include the estimated earnings, discount rate and direct capitalization rate. The cost approach is to use the replacement or reproductioncost as an indicator of fair value. The premise of the cost approach is that a market participant would pay no more for an asset than the amount thatF-23Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)the asset could be replaced or reproduced. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional andeconomic obsolescence, economic useful life, remaining useful life, age and effective age.The Company determined the fair value of the loans payable assumed in the Bit-isle Acquisition by estimating Bit-isle’s debt rating and reviewed marketdata with a similar debt rating and other characteristics of the debt, including the maturity date and security type. During the year ended December 31, 2015,the Company prepaid and terminated the majority of these loans payable. In conjunction with the repayment of the loans payable, the company incurred aninsignificant amount of pre-payment penalties and interest rate swap termination costs, which were recorded as interest expense in the consolidated statementof operations for the year ended December 31, 2015.Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The goodwill is attributable tothe workforce of the acquired business and the significant synergies expected to arise after the acquisition. The goodwill is not expected to be deductible forlocal tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually. Goodwill recorded as a result of the Bit-isle acquisitionis attributable to the Company’s Asia-Pacific reportable segment (see Note 17) and reporting unit (see Note 6). For the year ended December 31, 2015, theCompany's results of continuing operations include Bit-isle revenues of $21,588,000 and net losses of $3,233,000.Unaudited Pro Forma Combined Consolidated Financial InformationThe following unaudited pro forma combined consolidated financial information has been prepared by the Company using the acquisition method ofaccounting to give effect to the TelecityGroup acquisition as though it occurred on January 1, 2015 and the Bit-isle acquisition as though it occurred onJanuary 1, 2014. The Company completed the TelecityGroup acquisition on January 15, 2016 and the Bit-isle acquisition on November 2, 2015.TelecityGroup's operating results for the period January 15, 2016 through December 31, 2016 are included in the consolidated statement of operations for theyear ended December 31, 2016. The pro forma effect for the period January 1 through January 14, 2016 was insignificant. The unaudited pro forma combinedconsolidated financial information reflects certain adjustments, such as additional depreciation, amortization and interest expense on assets and liabilitiesacquired.The unaudited pro forma combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of theresults 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, 2015 and 2014 (inthousands): 2015 2014Revenues$3,244,349 $2,614,127Net income from continuing operations141,496 (251,067)Basic EPS2.10 (4.80)Diluted EPS2.08 (4.80)Nimbo AcquisitionOn January 14, 2015, the Company acquired all of the issued and outstanding share capital of Nimbo Technologies Inc. (“Nimbo”), a company whichspecializes in migrating business applications to the cloud with extensive experience moving legacy applications into a hybrid cloud architecture, andconnecting legacy data centers to the cloud, for a cash payment of $10,000,000 and a contingent earn-out arrangement to be paid over two years (the “NimboAcquisition”). Nimbo continues to operate under the Nimbo name. The Nimbo Acquisition was accounted for using the acquisition method. As a result of theNimbo Acquisition, the Company recorded goodwill of $17,192,000, which represents the excess of the total purchase price over the fair value of the assetsacquired and liabilities assumed. The Company recorded the contingent earn-out arrangement at its estimated fair value. The results of operations for Nimboare not significant to the Company; therefore, the Company does not present its purchase price allocation or pro forma combined results of operations. Inaddition, any prospective changes in the Company’s earn-out estimates are not expected to have a material effect on the Company’s consolidated statementof operations.F-24Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)ALOG AcquisitionOn April 25, 2011, the Company and RW Brasil Fundo de Investimento em Participações, a subsidiary of Riverwood Capital 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 Companyacquired 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 31,2014.3. 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): 2016 2015 2014Net income (loss) from continuing operations$114,408 $187,774 $(260,726)Net income from discontinued operations, net of tax12,392 — —Net income (loss)126,800 187,774 (260,726)Net loss from continuing operations attributable to redeemable non-controlling interests— — 1,179Net income (loss) attributable to Equinix, basic and diluted$126,800 $187,774 $(259,547) Weighted-average shares used to calculate basic EPS70,117 57,790 52,359Effect of dilutive securities: Employee equity awards699 693 —Total dilutive potential shares699 693 —Weighted-average shares used to calculate diluted EPS70,816 58,483 52,359 Basic EPS attributable to Equinix: Continuing operations$1.63 $3.25 $(4.96)Discontinued operations0.18 — —Basic EPS$1.81 $3.25 $(4.96) Diluted EPS attributable to Equinix: Continuing operations$1.62 $3.21 $(4.96)Discontinued operations0.17 — —Diluted EPS$1.79 $3.21 $(4.96)F-25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): 2016 2015 2014Shares related to the potential conversion of 3.00% convertible subordinated notes— — 861Shares related to the potential conversion of 4.75% convertible subordinated notes893 1,977 2,824Common stock related to employee equity awards27 88 1,820 920 2,065 5,5054. Assets Held for SaleDuring the fourth quarter of 2015, the Company entered into an agreement to sell a parcel of land in San Jose, California and reported the San Jose landparcel as an asset held for sale in the accompanying consolidated balance sheet as of December 31, 2015. The sale was completed in February 2016 and theCompany recognized a gain on sale of $5,242,000.In order to obtain the approval of the European Commission for the acquisition of TelecityGroup, the Company and TelecityGroup agreed to divestcertain data centers, including the Company’s London 2 data center ("LD2") and certain data centers of TelecityGroup in the United Kingdom ("UK"),Netherlands, and Germany. The assets and liabilities of LD2, which were included within the EMEA operating segment, were classified as held for sale in thefourth quarter of 2015 and, therefore, the corresponding depreciation and amortization expense was ceased at that time. This divestiture was not presented asdiscontinued operations in the consolidated statements of operations, because it did not represent a strategic shift in the Company's business, as the Companycontinued operating similar businesses after the divestiture. The divestiture was completed on July 5, 2016 and the Company recognized a gain of$27,945,000 on the sale of the LD2 data center, which is included in gain on asset sales in the consolidated statement of operations for year ended December31, 2016. During the years ended December 31, 2016, 2015 and 2014, LD2 data center generated revenue of $6,116,000, $17,579,000 and $21,772,000,respectively, and net income of $2,327,000, $7,166,000 and $9,218,000, respectively.The acquisition of TelecityGroup closed on January 15, 2016. Accordingly, the assets and liabilities of the TelecityGroup data centers that were divestedwere included in assets and liabilities held for sale in the consolidated balance sheet through July 5, 2016, the date the divestiture closed. The results ofoperations for the TelecityGroup data centers that were divested, as well as the gain on divestiture, were classified as discontinued operations from January15, 2016, the date the acquisition closed, through July 5, 2016 (see Note 5).In June 2016, the Company approved the divestiture of the solar power assets of Bit-isle. In October 2016, the Company entered into a Share TransferAgreement for the transfer of common stock of Terra Power Co., Ltd., relating to the divestiture of the solar power assets of Bit-isle. The Company received¥400,000,000 upon the closing of the transaction, or approximately$3,816,000 at the exchange rate in effect on October 31, 2016. By November 30, 2016,the Company had received an additional ¥2,500,000,000, or approximately $22,083,000 at the exchange rate in effect at the time of cash receipt. TheCompany expects to receive the remaining payment of ¥5,313,384,000 in the first quarter of 2017, or approximately $45,483,000 at the exchange rate ineffect on December 31, 2016. The associated loss on the sale was insignificant. Furthermore, the revenue and net income generated by the solar power assetsof Bit-isle during the years ended December 31, 2016 and 2015 were insignificant.When an asset is classified as held for sale, the asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair value less cost tosell. The determination of fair value for assets is dependent upon, among other factors, the potential sales transaction, composition of assets in the disposalgroup, the comparability of the disposal group to market transactions and negotiations with third party purchasers, etc. Such factors impact the range ofpotential fair values and the selection of the best estimates.During the quarter ended September 30, 2016, the Company evaluated the recoverability of the carrying value of its assets held for sale. Based on theanalysis, it was determined that during negotiation of the sales agreement, the Company would not recover the carrying value of certain assets. Accordingly,the Company recorded an impairment charge on other current assets of $7,698,000 in the third quarter of 2016, reducing the carrying value of such assetsfrom $79,459,000 to the estimated fair value of $71,761,000. The revenue and net income generated by the solar power assets of Bit-isle during the yearended December 31, 2016 were insignificant.F-26Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)The following table summarizes the assets and liabilities that were classified in assets and liabilities held for sale in the consolidated balance sheet as ofDecember 31 (in thousands): 2016 2015Accounts receivable$— $2,222Other current assets— 408Property, plant and equipment— 23,533Goodwill— 5,000Intangible assets— 784Other assets— 1,310Total assets held for sale$— $33,257 Accounts payable and accrued expenses$— $(654)Accrued property, plant and equipment— (816)Other current liabilities— (435)Other liabilities— (1,630)Total liabilities held for sale$— $(3,535)5. Discontinued OperationsIn order to obtain the approval of the European Commission for the acquisition of TelecityGroup, the Company and TelecityGroup agreed to divestcertain data centers of TelecityGroup in the United Kingdom, Netherlands and Germany. Accounting guidance requires a business activity that, onacquisition, meets the criteria to be classified as held for sale be reported as a discontinued operation. On July 5, 2016, the Company completed the sale ofthese data centers and related assets to Digital Realty for approximately €304,564,000 and £376,171,000, or approximately total of $827,314,000 at theexchange rates in effect on July 5, 2016. The Company recognized a gain on sale of the TelecityGroup data centers in discontinued operations of $2,351,000.The results of operations for these data centers that were divested, as well as the gain on divestiture, have been reported as net income from discontinuedoperations, net of tax, from January 15, 2016, the date of the acquisition, through July 5, 2016 in the Company's consolidated statement of operations.The following table presents the financial results of the Company's discontinued operations for the year ended December 31, 2016. The Company didn'trecord income from discontinued operations, net of income taxes for the years ended December 31, 2015 and 2014. 2016Revenue$48,782Costs and operating expenses: Cost of revenues24,795Sales and marketing1,030General and administrative7,026Total costs and operating expenses32,851Income from operations of discontinued operations15,931Interest expense and other, net(1,286)Income from discontinued operations before income taxes14,645Income tax expense(4,604)Gain on sale of discontinued operations, net of income taxes2,351Income from discontinued operations, net of income taxes$12,392As of the date of acquisition, depreciation and amortization of discontinued operations were ceased. Capital expenditures from the date of acquisitionthrough the date of sale were $31,537,000.F-27Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)6. 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): 2016 2015Cash and cash equivalents: Cash (1)$345,119 $1,139,554Cash equivalents: Money market funds400,388 1,089,284Certificate of deposit2,969 —Total cash and cash equivalents748,476 2,228,838Marketable securities: Certificates of deposit6,988 14,106Publicly traded equity securities6,463 3,353Total marketable securities13,451 17,459Total cash, cash equivalents and short-term and long-term investments$761,927 $2,246,297_________________________(1)Excludes restricted cash.As of December 31, 2016 and 2015, cash and cash equivalents included investments which were readily convertible to cash and had original maturitydates of 90 days or less. The maturities of debt instruments classified as short-term investments were one year or less as of December 31, 2016 and 2015. Thematurities of debt instruments classified as long-term investments were greater than one year and less than three years as of December 31, 2016 and 2015.The following table summarizes the cost and estimated fair value of marketable debt securities based on stated effective maturities as of December 31 (inthousands): 2016 2015 Amortized Cost Fair Value Amortized Cost Fair ValueDue within one year$3,409 $3,409 $12,875 $12,875Due after one year through three years3,579 3,579 1,231 1,231Total$6,988 $6,988 $14,106 $14,106As of December 31, 2016, the Company’s net unrealized gains (losses) on its available-for-sale securities were comprised of the following (in thousands): Amortized Cost Gross UnrealizedGains Gross UnrealizedLosses Fair ValueCertificates of deposit$6,988 $— $— $6,988Publicly traded equity securities4,850 1,613 — 6,463Total$11,838 $1,613 $— $13,451None of the securities held at December 31, 2016 were other-than-temporarily impaired.F-28Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)As of December 31, 2015, the Company’s net unrealized gains (losses) on its available-for-sale securities were comprised of the following (in thousands): Amortized Cost Gross UnrealizedGains Gross UnrealizedLosses Fair ValueCertificates of deposit$14,106 $— $— $14,106Publicly traded equity securities3,561 — (208) 3,353Total$17,667 $— $(208) $17,459None of the securities held at December 31, 2015 were other-than-temporarily impaired.Accounts ReceivableAccounts receivable, net, consisted of the following as of December 31 (in thousands): 2016 2015Accounts receivable$411,920 $302,316Allowance for doubtful accounts(15,675) (10,352)Accounts receivable, net$396,245 $291,964Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest.The following table summarizes the activity of the Company’s allowance for doubtful accounts (in thousands):Balance as of December 31, 2013$6,640Provision for allowance for doubtful accounts7,093Net write-offs(3,825)Impact of foreign currency exchange(442)Balance as of December 31, 20149,466Provision for allowance for doubtful accounts5,037Net write-offs(3,438)Impact of foreign currency exchange(713)Balance as of December 31, 201510,352Provision for allowance for doubtful accounts8,260Net write-offs(2,521)Impact of foreign currency exchange(416)Balance as of December 31, 2016$15,675F-29Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Other Current AssetsOther current assets consisted of the following as of December 31 (in thousands): 2016 2015Prepaid expenses$79,258 $48,322Taxes receivable102,002 33,979Other receivables46,809 1,925Derivative instruments54,072 60,165Other current assets22,190 68,538Total other current assets$304,331 $212,929Property, Plant and Equipment, NetProperty, plant and equipment, net consisted of the following as of December 31 (in thousands): 2016 2015Core systems$4,760,868 $3,820,772Buildings2,785,799 2,383,387Leasehold improvements1,599,424 1,204,900Construction in progress645,388 351,697Personal property622,069 450,914Land237,349 183,946 10,650,897 8,395,616Less accumulated depreciation(3,451,687) (2,789,180)Property, plant and equipment, net$7,199,210 $5,606,436Core systems, buildings, leasehold improvements, personal property and construction in progress recorded under capital and finance leases aggregated to$715,264,000 and $725,337,000 as of December 31, 2016 and 2015, respectively. Amortization of the assets recorded under capital leases is included indepreciation expense and accumulated depreciation on such assets totaled $161,355,000 and $117,338,000 as of December 31, 2016 and 2015, respectively.F-30Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Goodwill and Other IntangiblesThe following table presents goodwill and other intangible assets, net, for the year ended December 31, 2016 and 2015 (in thousands): 2016 2015Goodwill: Americas$469,438 $460,203EMEA2,281,306 374,070Asia-Pacific235,320 228,927 $2,986,064 $1,063,200 Intangible assets, net: Intangible assets - customer contracts$839,593 $326,493Intangible assets - trade names69,519 10,390Intangible assets - favorable leases38,139 7,871Intangible assets - licenses9,697 9,697Intangible assets - others19 3,101 956,967 357,552Accumulated amortization - customer contracts(183,270) (120,660)Accumulated amortization - trade names(43,830) (4,303)Accumulated amortization - favorable leases(8,027) (5,416)Accumulated amortization - licenses(2,591) (1,942)Accumulated amortization - others(18) (666) (237,736) (132,987)Total intangible assets, net$719,231 $224,565Changes in the carrying amount of goodwill by geographic regions are as follows (in thousands): Americas EMEA Asia-Pacific TotalBalance as of December 31, 2014$463,902 $404,093 $134,134 $1,002,129Purchase accounting adjustments17,192 — 95,437 112,629Asset held for sale adjustments— (5,000) — (5,000)Impact of foreign currency exchange(20,891) (25,023) (644) (46,558)Balance as of December 31, 2015460,203 374,070 228,927 1,063,200Purchase accounting adjustments - TelecityGroup— 2,215,567 — 2,215,567Purchase accounting adjustments - Paris IBX Data Center acquisition— 48,835 — 48,835Asset held for sale adjustments— 1,605 — 1,605Impact of foreign currency exchange9,235 (358,771) 6,393 (343,143)Balance as of December 31, 2016$469,438 $2,281,306 $235,320 $2,986,064F-31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 TotalBalance as of December 31, 2013$76,224 $82,709 $25,249 $184,182Amortization 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, 201462,954 62,185 22,388 147,527Nimbo acquisition1,089 — — 1,089Bit-isle acquisition— — 111,374 111,374Asset held for sale adjustments— (784) — (784)Write-off of intangible asset— (357) — (357)Amortization of intangibles(11,432) (11,675) (4,339) (27,446)Impact of foreign currency exchange(1,968) (5,014) 144 (6,838)Balance as of December 31, 201550,643 44,355 129,567 224,565TelecityGroup acquisition— 694,243 — 694,243Paris IBX Data Center acquisition— 11,758 — 11,758Sale of Terra Power— — (2,460) (2,460)Write-off of intangible asset(573) — — (573)Amortization of intangibles(11,348) (97,715) (13,799) (122,862)Impact of foreign currency exchange1,395 (90,280) 3,445 (85,440)Balance as of December 31, 2016$40,117 $562,361 $116,753 $719,231The 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, Japanese Yen and Chinese Yuan and certain goodwill andintangibles in Americas, denominated in Canadian Dollars and Brazilian Reals, are subject to foreign currency fluctuations. The Company’s foreign currencytranslation gains and losses, 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):Years ending: 2017$98,178201871,381201967,056202060,805202153,044Thereafter368,767Total$719,231F-32Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Other AssetsOther assets consisted of the following as of December 31 (in thousands): 2016 2015Deferred tax assets, net$62,308 $61,152Prepaid expenses, non-current80,888 54,372Debt issuance costs, net6,611 19,709Deposits40,893 33,132Restricted cash, non-current9,706 10,172Derivative instruments15,907 8,735Other assets, non-current9,985 11,358Total other assets$226,298 $198,630Accounts Payable and Accrued ExpensesAccounts payable and accrued expenses consisted of the following as of December 31 (in thousands): 2016 2015Accounts payable$60,211 $49,892Accrued compensation and benefits172,808 131,204Accrued interest95,832 67,077Accrued taxes(1)133,562 37,004Accrued utilities and security44,202 31,789Accrued professional fees14,071 18,380Accrued repairs and maintenance5,430 3,618Accrued other55,623 61,984Total accounts payable and accrued expenses$581,739 $400,948__________________________(1)Includes income taxes payable of $44,048,000 and $14,527,000, respectively, as of December 31, 2016 and 2015.Other Current LiabilitiesOther current liabilities consisted of the following as of December 31 (in thousands): 2016 2015Deferred installation revenue$61,399 $56,055Customer deposits13,894 23,676Derivative instruments10,819 79,256Deferred recurring revenue18,704 12,515Deferred rent4,158 3,572Dividends payable11,999 13,674Asset retirement obligations10,036 —Other current liabilities2,131 3,538Total other current liabilities$133,140 $192,286F-33Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Other LiabilitiesOther liabilities consisted of the following as of December 31 (in thousands): 2016 2015Asset retirement obligations, non-current$92,979 $78,482Deferred tax liabilities, net274,341 100,624Deferred installation revenue, non-current96,744 86,660Deferred rent, non-current76,566 68,787Accrued taxes, non-current56,208 26,763Dividends payable, non-current8,495 13,394Customer deposits, non-current4,773 4,701Deferred recurring revenue, non-current2,681 3,645Derivative instruments140 669Other liabilities10,321 6,688Total other liabilities$623,248 $390,413The following table summarizes the activities of the Company’s asset retirement obligation liability (in thousands):Asset retirement obligations as of December 31, 2013$59,548Additions5,774Adjustments (1)(871)Accretion expense2,438Impact of foreign currency exchange(2,031)Asset retirement obligations as of December 31, 201464,858Additions17,337Adjustments (1)(4,676)Accretion expense3,349Impact of foreign currency exchange(2,386)Asset retirement obligations as of December 31, 201578,482Additions22,955Adjustments (1)(2,366)Accretion expense6,685Impact of foreign currency exchange(2,741)Asset retirement obligations as of December 31, 2016$103,015__________________________(1)Reversal of asset retirement obligations associated with leases that were amended.7. Derivatives and Hedging InstrumentsDerivatives Designated as Hedging InstrumentsNet Investment Hedges. The Company is exposed to the impact of foreign exchange rate fluctuations on its investments in foreign subsidiaries whosefunctional currencies are other than the U.S. dollar. In order to mitigate the impact of foreign currency exchange rates, the Company has entered into variousforeign currency loans which are designated as hedges against the Company's net investment in foreign subsidiaries. As of December 31, 2016 and 2015, thetotal principal amount of foreign currency loans, which were designated as net investment hedges, was $646,219,000 and $411,881,000, respectively. InMarch 2016, the Company began using foreign exchange forward contracts to hedge against the effect of foreign exchange rate fluctuations on a portion ofits net investment in the foreign subsidiaries. For a net investment hedge, changes in the fair value of the hedging instrumentF-34Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)designated as a net investment hedge, except the ineffective portion and forward points, are recorded as a component of other comprehensive income in theconsolidated balance sheet.The Company recorded net foreign exchange gains of $45,505,000 and $4,484,000, net of amounts reclassified to gain on sale of discontinuedoperations, in other comprehensive income (loss) for the years ended December 31, 2016 and 2015, respectively. The Company recorded no ineffectivenessfrom its net investment hedges for the years ended December 31, 2016 and 2015.Cash Flow Hedges. The Company hedges its foreign currency translation exposure for forecasted revenues and expenses in its EMEA region between theU.S. dollar and the British Pound, Euro and Swiss Franc. The foreign currency forward and option contracts that the Company uses to hedge this exposure aredesignated as cash flow hedges under the accounting standard for derivatives and hedging. The Company also uses purchased collar options to manage aportion of its exposure to foreign currency exchange rate fluctuations, where the Company writes a foreign currency call option and purchases a foreigncurrency put option. When two or more derivative instruments in combination are jointly designated as a cash flow hedging instrument, they are treated as asingle instrument.Effective January 1, 2015, the Company began to enter into intercompany hedging instruments (“intercompany derivatives”) with a wholly-ownedsubsidiary of the Company in order to hedge certain forecasted revenues and expenses denominated in currencies other than the U.S. dollar. Simultaneously,the Company enters into derivative contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives.The following disclosure is prepared on a consolidated basis. Assets and liabilities resulting from intercompany derivatives have been eliminated inconsolidation. As of December 31, 2016, the Company's cash flow hedge instruments had maturity dates ranging from January 2017 to November 2018 asfollows (in thousands): Notional Amount Fair Value (1) Accumulated OtherComprehensive Income(Loss) (2)(3)Derivative assets$545,638 $44,570 $42,634Derivative liabilities42,207 (1,815) (1,453) $587,845 $42,755 $41,181__________________________(1)All derivative assets related to cash flow hedges are included in the consolidated balance sheets within other current assets, other assets, other current liabilities and otherliabilities.(2)Included in the consolidated balance sheets within accumulated other comprehensive income (loss).(3)The Company recorded a net gain of $31,896 within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenue andexpenses as they mature over the next 12 months.As of December 31, 2015, the Company's cash flow hedge instruments had maturity dates ranging from January 2016 to December 2017 as follows (inthousands): Notional Amount Fair Value (1) Accumulated OtherComprehensive Income(Loss) (2)(3)Derivative assets$367,330 $16,027 $34,578Derivative liabilities47,447 (813) (19,709) $414,777 $15,214 $14,869__________________________(1)All derivative assets related to cash flow hedges are included in the consolidated balance sheets within other current assets, other assets, other current liabilities and otherliabilities.(2)Included in the consolidated balance sheets within accumulated other comprehensive income (loss).(3)The Company recorded a net gain of $12,940 within accumulated other comprehensive income (loss) relating to cash flow hedges that will be reclassified to revenue andexpenses as they mature over the next 12 months.During the years ended December 31, 2016 and 2015, the ineffective and excluded portions of cash flow hedges recognized in other income (expense)were not significant. During the year ended December 31, 2016, the amount of net gains reclassified from accumulated other comprehensive income (loss) torevenues was $38,427,000 and the amount of net losses reclassified fromF-35Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)accumulated other comprehensive income (loss) to operating expenses were $19,908,000. During the year ended December 31, 2015, the amount of net gainsreclassified from accumulated other comprehensive income (loss) to revenues was $27,973,000 and the amount of net losses reclassified from accumulatedother comprehensive income (loss) to operating expenses was $6,256,000. During the year ended December 31, 2014, the amount of net gains reclassifiedfrom accumulated other comprehensive income (loss) to revenues was $4,332,000 and the amount of net losses reclassified from accumulated othercomprehensive income (loss) to operating expenses was not significant.Derivatives Not Designated as Hedging InstrumentsEmbedded Derivatives. The Company is deemed to have foreign currency forward contracts embedded in certain of the Company’s customer agreementsthat are priced in currencies different from the functional or local currencies of the parties involved. These embedded derivatives are separated from their hostcontracts and carried on the Company’s balance sheet at their fair value. The majority of these embedded derivatives arise as a result of the Company’sforeign subsidiaries pricing their customer contracts in the U.S. dollar. Gains and losses on these embedded derivatives are included within revenues in theCompany’s consolidated statements of operations. During the years ended December 31, 2016 and 2015, the gain or loss associated with these embeddedderivatives was insignificant. During the year ended December 31, 2014, the Company recognized a net gain of $3,807,000 associated with these embeddedderivatives.Economic Hedges of Embedded Derivatives. The Company uses foreign currency forward contracts to help manage the foreign exchange risk associatedwith the Company’s customer agreements that are priced in currencies different from the functional or local currencies of the parties involved (“economichedges of embedded derivatives”). Foreign currency forward contracts represent agreements to exchange the currency of one country for the currency ofanother country at an agreed-upon price on an agreed-upon settlement date. Gains and losses on these contracts are included in revenues along with gainsand losses of the related embedded derivatives. The Company entered into various economic hedges of embedded derivatives during the years endedDecember 31, 2016, 2015 and 2014. The Company recognized a net gain of $2,884,000 during the year ended December 31, 2016 and a net loss of$2,287,000 and $2,602,000 during the years ended December 31, 2015 and 2014, respectively.Foreign Currency Forward and Option Contracts. The Company also uses foreign currency forward and option contracts to manage the foreignexchange risk associated with certain foreign currency-denominated assets and liabilities. As a result of foreign currency fluctuations, the U.S. dollarequivalent values of its foreign currency-denominated assets and liabilities change. Gains and losses on these contracts are included in other income(expense), net, along with the foreign currency gains and losses of the related foreign currency-denominated assets and liabilities associated with theseforeign currency forward contracts. The Company entered into various foreign currency forward and option contracts during the years ended December 31,2016, 2015 and 2014. The Company recognized a net gain of $74,173,000 during the year ended December 31, 2016. The Company recognized a net loss of$24,319,000 during the year ended December 31, 2015 and a net gain of $12,657,000 during the year ended December 31, 2014.F-36Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)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, 2016(in thousands): GrossAmounts Gross Amounts Offsetin the ConsolidatedBalance Sheet Net ConsolidatedBalance SheetAmounts(1) Gross Amounts notOffset in theConsolidatedBalance Sheet (2) NetAssets: Designated as hedging instruments: Cash flow hedges Foreign currency forward and option contracts$44,570 $— $44,570 $(1,815) $42,755Net investment hedges Foreign currency forward contracts6,930 — 6,930 (3,310) 3,620 51,500 — 51,500 (5,125) 46,375 Not designated as hedging instruments: Embedded derivatives9,745 — 9,745 — 9,745Foreign currency forward contracts8,734 — 8,734 (1,873) 6,861 18,479 — 18,479 (1,873) 16,606Additional netting benefit— — — (2,436) (2,436) $69,979 $— $69,979 $(9,434) $60,545 Liabilities: Designated as hedging instruments: Cash flow hedges Foreign currency forward and option contracts$1,815 $— $1,815 $(1,815) $—Net investment hedges Foreign currency forward contracts3,525 — 3,525 (3,310) 215 5,340 — 5,340 (5,125) 215 Not designated as hedging instruments: Embedded derivatives1,525 — 1,525 — 1,525Economic hedges of embedded derivatives866 — 866 — 866Foreign currency forward contracts3,228 — 3,228 (1,873) 1,355 5,619 — 5,619 (1,873) 3,746Additional netting benefit— — — (2,436) (2,436) $10,959 $— $10,959 $(9,434) $1,525_______________________(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 risk exposure to any singlecounterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default.F-37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, 2015(in thousands): GrossAmounts Gross Amounts Offsetin the ConsolidatedBalance Sheet Net ConsolidatedBalance SheetAmounts(1) Gross Amountsnot Offset in theConsolidatedBalance Sheet (2) NetAssets: Designated as hedging instruments: Foreign currency forward and option contracts$16,027 $— $16,027 $(813) $15,214 Not designated as hedging instruments: Embedded derivatives8,926 — 8,926 — 8,926Economic hedges of embedded derivatives744 — 744 — 744Foreign currency forward contracts43,203 — 43,203 (34,577) 8,626 52,873 — 52,873 (34,577) 18,296Additional netting benefit— — — (9,512) (9,512) $68,900 $— $68,900 $(44,902) $23,998 Liabilities: Designated as hedging instruments: Foreign currency forward and option contracts$813 $— $813 $(813) $— Not designated as hedging instruments: Embedded derivatives1,772 — 1,772 — 1,772Economic hedges of embedded derivatives417 — 417 — 417Foreign currency forward contracts76,923 — 76,923 (34,577) 42,346 79,112 — 79,112 (34,577) 44,535Additional netting benefit— — — (9,512) (9,512) $79,925 $— $79,925 $(44,902) $35,023_________________________(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 risk exposure to any singlecounterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default.8. Fair Value MeasurementsValuation MethodsFair value estimates are made as of a specific point in time based on methods using the market approach valuation method which uses 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 money market funds and publicly traded equity securities are classified within Level 1 of thefair value hierarchy because they are valued using quoted prices for identicalF-38Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)instruments in active markets. The fair value of the Company's other investments approximate their face value and include certificates of deposit. The fairvalue of these investments is priced based on the quoted market price for similar instruments or nonbinding market prices that are corroborated by observablemarket data. Such instruments are classified within Level 2 of the fair value hierarchy. The Company determines the fair values of its Level 2 investments byusing inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, custodybank, third-party pricing vendors, or other sources. The Company uses such pricing data as the primary input to make its assessments and determinations as tothe ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. The Company isresponsible for its consolidated financial statements and underlying estimates.The Company uses the specific identification method in computing realized gains and losses. Realized gains and losses on the investments are includedwithin other income (expense) in the Company’s consolidated statements of operations. Short-term and long-term investments are classified as available-for-sale and are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of other comprehensive income or loss, netof any related tax effect. The Company reviews its investment portfolio quarterly to determine if any securities may be other-than-temporarily impaired dueto 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 and option models employing market observable inputs, such asspot currency 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, 2016 and 2015, the Company did not have any nonfinancial assets or liabilities measured at fair value on arecurring basis.The Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 were as follows (in thousands): Fair Value atDecember 31, Fair ValueMeasurement Using 2016 Level 1 Level 2Assets: Cash$345,119 $345,119 $—Money market and deposit accounts400,388 400,388 —Publicly traded equity securities6,463 6,463 —Certificates of deposit9,957 — 9,957Derivative instruments (1)69,979 — 69,979 $831,906 $751,970 $79,936Liabilities: Derivative instruments (1)$10,959 $— $10,959_________________________(1)Includes both foreign currency embedded derivatives and foreign currency forward and option contracts. Amounts are included within other current assets, other assets,other current liabilities and other liabilities in the Company’s consolidated balance sheet.F-39Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)The Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2015 were as follows (in thousands): Fair Value atDecember 31, Fair ValueMeasurement Using 2015 Level 1 Level 2Assets: Cash$1,139,554 $1,139,554 $—Money market and deposit accounts1,089,284 1,089,284 —Publicly traded equity securities3,353 3,353 —Certificates of deposit14,106 — 14,106Derivative instruments (1)68,900 — 68,900 $2,315,197 $2,232,191 $83,006Liabilities: Derivative instruments (1)$79,925 $— $79,925_________________________(1)Includes embedded derivatives, foreign currency embedded derivatives and foreign currency forward contracts. Amounts are included within other current assets, othercurrent liabilities and other liabilities in the Company’s consolidated balance sheet.The Company did not have any Level 3 financial assets or financial liabilities during the years ended December 31, 2016 and 2015.9. LeasesCapital Lease and Other Financing ObligationsThe Company’s capital lease and other financing obligations expire at various dates ranging from 2017 to 2053. The weighted average effective interestrate of the Company’s capital lease and other financing obligations was 7.96% as of December 31, 2016.The Company’s capital lease and other financing obligations are summarized as follows as of December 31, 2016 (in thousands): Capital LeaseObligations Other FinancingObligations Total2017$82,688 $78,914 $161,602201883,046 75,841 158,887201983,871 70,893 154,764202083,925 69,838 153,763202184,192 70,911 155,103Thereafter827,125 693,385 1,520,510Total minimum lease payments1,244,847 1,059,782 2,304,629Plus amount representing residual property value— 508,857 508,857Less amount representing interest(551,507) (750,191) (1,301,698)Present value of net minimum lease payments693,340 818,448 1,511,788Less current portion(26,973) (74,073) (101,046) $666,367 $744,375 $1,410,742F-40Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Tokyo 5 ("TY5") Phase 1 Equipment LeasesIn February 2016, the Company entered into a lease agreement for certain equipment in TY5 data center in Tokyo metro area. The lease was accountedfor as a capital lease. Monthly payments under the equipment lease will be made through February 2032 at an effective interest rate of 6.33%. The totaloutstanding obligation under the equipment lease was approximately ¥3,074,947,000, or $27,244,000 in U.S. dollars at the exchange rate in effect as ofFebruary 29, 2016.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 2065 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 negotiated some rentexpense abatement periods for certain leases to better match the phased build out of its IBX data centers. The Company accounts for such abatements andincreasing base rentals using the straight-line method over the life of the lease. The difference between the straight-line expense and the cash payment isrecorded as deferred rent (see Note 6, “Other Current Liabilities” and “Other Liabilities”).Minimum future operating lease payments as of December 31, 2016 are summarized as follows (in thousands):Years ending: 2017$142,8542018138,5552019134,1232020122,7812021114,890Thereafter958,068Total$1,611,271Total rent expense was approximately $140,604,000, $101,547,000 and $105,391,000 for the years ended December 31, 2016, 2015 and 2014,respectively.10. Debt FacilitiesMortgage and Loans PayableThe Company’s mortgage and loans payable consisted of the following as of December 31 (in thousands): 2016 2015Term loans$1,006,982 $456,740Bridge term loan— 386,547Japanese Yen term loan406,600 —Revolving credit facility borrowings— 325,622Brazil financings— 27,113Mortgage payable and other loans payable44,382 47,677 1,457,964 1,243,699Less the amount representing debt discount and debt issuance cost(22,811) (2,681)Add the amount representing mortgage premium1,862 1,987 1,437,015 1,243,005Less current portion(67,928) (770,236) $1,369,087 $472,769F-41Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Senior Credit FacilityOn December 17, 2014, the Company entered into a credit agreement with a group of lenders for a $1,500,000,000 credit facility (“Senior CreditFacility”), comprised of a $1,000,000,000 multicurrency revolving credit facility (“Revolving Credit Facility”) and a $500,000,000 multicurrency term loanfacility (“Term Loan A Facility”). The Senior Credit Facility contains two financial covenants with which the Company must comply on a quarterly basis,including a maximum consolidated net lease adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio. The Senior Credit Facility isguaranteed by certain of the Company’s domestic subsidiaries and is secured by its domestic accounts receivable as well as pledges of the equity interest ofcertain of the Company’s direct and indirect subsidiaries. The Revolving Credit Facility and the Term Loan A Facility both have a five-year term, maturingon December 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 purposes.The Company is required to repay the Term Loan A 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 A Facility bears interest at a rate based on LIBOR or, at the Company’s option, the base rate, which isdefined as the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Bank of America prime rate and (c) LIBOR plus, in either case, a margin that variesas a 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 usethe LIBOR 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 A 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 forthe issuance 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 LIBORor, at the 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 adjustedleverage ratio 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 annumif the Company 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 fee is based on the same margin that applies from time to time to LIBOR-indexed borrowings under the revolving credit line. The Company is alsorequired to pay a quarterly facility fee ranging from 0.25% to 0.35% per annum of the revolving credit facility, regardless of the amount utilized, which feealso varies as a 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.First AmendmentOn April 30, 2015, the Company, as borrower, and certain subsidiaries as guarantors entered into the first amendment (the “First Amendment”) to theSenior Credit Facility. The First Amendment provided for the conversion of the outstanding U.S. dollar-denominated borrowings under the Term Loan AFacility into an approximately equivalent amount denominated in four foreign currencies. In connection with the execution of the First Amendment, onApril 30, 2015 the Company repaid the U.S. dollar-denominated $490,000,000 remaining principal balance of the Term Loan A Facility and immediatelyreborrowed under the Term Loan A Facility in the aggregate principal amounts of CHF 47,780,000, €184,945,000, £92,586,000 and ¥11,924,000,000, orapproximately $490,000,000 in U.S. dollars at exchange rates in effect on April 30, 2015. The Company accounted for this transaction as a debtmodification. Fees paid to third parties were expensed.The Company is required to repay the foreign-currency denominated borrowings under the Term Loan A Facility in equal quarterly installments on thelast business day of each March, June, September and December, commencing on June 30, 2015, equal to the amount of 2.00% of the result of the respectiveTerm Loan A Facility on April 30, 2015 divided by 0.98. The remaining principal amount will be paid on the maturity date of the Term Loan A Facility.Second AmendmentOn December 8, 2015, the Company, as borrower, and certain subsidiaries as guarantors entered into the second amendment (the “Second Amendment”) tothe Senior Credit Facility. Pursuant to the Second Amendment, the Revolving Credit Facility was increased by $500,000,000 to $1,500,000,000 and theCompany received commitments from the lenders for a $250,000,000 seven year term loan (the “USD Term Loan B Commitment”) and for a £300,000,000, orapproximately $442,020,000 in U.S. dollars at the exchange rate in effect on December 31, 2015, seven year term loan (the “Sterling Term Loan BCommitment”, and collectively,F-42Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)the “Term Loan B Commitments”). On January 8, 2016, the Company borrowed the full amount of the $250,000,000 and £300,000,000 under the Term LoanB Commitment.An original issue discount applied to borrowings under the Term Loan B Commitments. The original issue discount for borrowings under the USD TermLoan B Commitment was 0.25% of the principal. The original issue discount for borrowings under the Sterling Term Loan B Commitment was 0.50% of theprincipal. Funding of the Term Loan B will be net of the applicable original issue discount.Loans made under the Term Loan B Commitments (the “Term Loan B”) must be repaid in equal quarterly installments of 0.25% of the original principal,with the remaining amount outstanding to be repaid in full on the seventh anniversary of the funding date of the Term Loan B. Once repaid, amountsborrowed under the Term Loan B Commitments may not be reborrowed.Term Loan B made under the USD Term Loan B Commitment bear interest at a rate based on LIBOR or, at the Company’s option, the base rate, which isdefined as the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Bank of America prime rate and (c) one-month LIBOR, or 0.75% if LIBOR is lessthan 0.75%, plus a margin of 3.25%. Term Loan B made under the Sterling Term Loan B Commitment bear interest at a rate based on LIBOR, or 0.75% ifLIBOR is less than 0.75%, plus a margin of 3.75%.Third AmendmentOn December 22, 2016, the Company, as borrower, and certain subsidiaries as guarantors, entered into the third amendment (the "Third Amendment") tothe Senior Credit Facility. Pursuant to the Third Amendment, (i) the Company may borrow up to €1,000,000,000 in additional term B loan (the "Term B-2Loan"), (ii) the interest rate margin applicable to the existing Term Loan B (the "Term Loan B-1 Facility") in US Dollars was reduced from 3.25% to 2.50%and the LIBOR floor applicable to such loans were reduced from 0.75% to zero and (iii) the interest rate margin applicable to the loans borrowed under theTerm Loan B-1 Facility in Pounds Sterling was reduced from 3.75% to 3.00%, with no change to the existing LIBOR floor of 0.75% applicable to such loans.The Company accounted for this transaction as a debt modification.On January 6, 2017, the Company borrowed the full amount of the Term B-2 Loan for €1,000,000,000, or approximately $1,059,800,000 in U.S dollars atthe exchange rate in effect on January 6, 2017. The Term B-2 Loan will bear interest at an index rate based on EURIBOR plus a margin of 3.25%. No originalissue discount is applicable to the Term B-2 Loan. The Term B-2 Loan must be repaid in equal quarterly installments of 0.25% of the original principalamount of the Term B-2 Loan starting in the second quarter of 2017, with the remaining amount outstanding to be repaid in full on the seventh anniversary ofthe funding date of the Term B-2 Loan.Outstanding BorrowingsAs of December 31, 2016, the Company had CHF 40,954,000, €158,525,000, £79,360,000 and ¥10,220,571,000, or approximately $392,238,000 in U.Sdollars at exchange rates in effect as of December 31, 2016, outstanding under the Term Loan A Facility with a weighted average effective interest rate of1.59% per annum. Debt issuance costs related to the Term Loan A, net of amortization, were $734,000 as of December 31, 2016. As of December 31, 2016, theCompany had $248,125,000 and £297,750,000 outstanding term loan balances, or a total of approximately $614,745,000 at the exchange rate in effect onDecember 31, 2016, under the Term Loan B Commitments with a weighted average effective interest rate of 3.56% per annum. Debt issuance costs related tothe Term Loan B, net of amortization were approximately $9,383,000 as of December, 31, 2016.The Company commenced borrowing under the Revolving Credit Facility in late 2015. During 2015, the Company borrowed $245,000,000, of which$20,000,000 had been repaid as of December 31, 2015 and ¥12,094,000,000, or approximately $100,622,000 in U.S dollars at the exchange rate in effect onDecember 31, 2015. As of December 31, 2015, a total of $325,622,000 was outstanding under the Revolving Credit Facility with interest rates ranging from1.25% to 1.60%. During the first quarter of 2016, the Company repaid $331,357,000 of the borrowings under the revolving credit facility at the exchangerate in effect on the repayment. No borrowings were outstanding under the revolving credit facility as of December 31, 2016.Bridge Term LoanIn connection with its acquisition of Bit-isle, on September 30, 2015, the Company, acting through its Japanese subsidiaries as borrowers, entered into aterm loan agreement (the “Bridge Term Loan”) with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”). Pursuant to the Bridge Term Loan Agreement,BTMU committed to provide a senior bridge loan facility (the “Bridge Term Loan”)F-43Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)in the amount of up to ¥47,500,000,000, or approximately $395,200,000 in U.S dollars at the exchange rate in effect on December 31, 2015. Proceeds fromthe Bridge Term Loan were used exclusively for the acquisition of Bit-isle, the repayment of Bit-isle’s existing debt and transaction costs incurred inconnection with the closing of the Bridge Term Loan and the acquisition of Bit-isle. Borrowings under the Bridge Term Loan bore interest at the TokyoInterbank Offered Rate for Japanese Yen, plus a margin of 0.4% per annum for the first ten months following the first draw down. Thereafter, the marginincreased to 1.75% per annum. The Company repaid the Bridge Term Loan at the end of its term on October 31, 2016.Japanese Yen Term LoanOn September 30, 2016, the Company entered into a five year term loan agreement (the "Japanese Yen Term Loan") with BTMU for ¥47,500,000,000, orapproximately $468,350,000 at the exchange rate in effect on September 30, 2016. Loans made under the Japanese Yen Term Loan must be repaid in equalquarterly installments of ¥625,000,000, with the remaining¥35,625,000,000 to be repaid in full on October 29, 2021. Borrowings under the Japanese YenTerm Loan bear interest at the Tokyo Interbank Offered Rate for Japanese Yen, plus a margin of 1.5% per annum.In October 2016, the Company drew down the full amount of the Japanese Yen Term Loan of ¥47,500,000,000, or approximately$453,150,000 at theexchange rate in effect on October 31, 2016, and repaid the Bridge Term Loan. Total outstanding borrowings under the Term Loan Commitment were¥47,500,000,000, or approximately $406,600,000 in U.S dollars at the exchange rate in effect as of December 31, 2016. As of December 31, 2016, debtissuance cost, net of amortization, related to the Japanese Yen Term Loan was ¥1,094,395,000, or approximately $9,401,000 in U.S. dollars at the exchangerate in effect on December 31, 2016.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 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 functionof the Company’s senior 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 of0.00%-0.60% per annum if the Company elected to use the Base Rate index. The Company was required to pay a quarterly letter of credit fee on the faceamount 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 Company was also required to pay a quarterly facility fee ranging from 0.30%-0.40% per annum of the U.S. Revolving CreditLine (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 ofcredit issued under an existing revolving credit facility were replaced by the U.S. Revolving Credit Line and the existing revolving credit facility wasterminated.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, Company recorded a loss on debt extinguishment of $2,534,000.Brazil FinancingsIn November 2013, the Company completed a 60,318,000 Brazilian real borrowing agreement, or approximately $25,536,000 (the “2013 BrazilFinancing”). The 2013 Brazil Financing had a five-year term with semi-annual principal payments beginning in the third year of its term and semi-annualinterest payments during its term. The 2013 Brazil Financing bears an interest rate of 2.25% above the local borrowing rate. The 2013 Brazil Financing had afinal maturity date of November 2018.In June 2012, the Company completed a 100,000,000 Brazilian real borrowing agreement, or approximately $48,807,000 (the “2012 Brazil Financing”).The 2012 Brazil Financing had a five-year term with semi-annual principal payments beginning in the third year of its term and quarterly interest paymentsduring its term. The 2012 Brazil Financing bears an interest rate of 2.75% above the local borrowing rate. The 2012 Brazil Financing had a final maturitydate of June 2017.F-44Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)In June 2016, the Company prepaid and terminated its 2012 and 2013 Brazil financings. In connection with this prepayment, the Company paid90,652,000 Brazilian Reals including principal, accrued interest and termination fees, or approximately $28,298,000 at the exchange rate in effect as of June30, 2016. The loss on debt extinguishment recognized in the consolidated statements of operations was insignificant.Mortgage PayableIn October 2013, as a result of the Frankfurt Kleyer 90 Carrier Hotel Acquisition, the Company assumed a mortgage payable of $42,906,000 with aneffective interest rate of 4.25%. The mortgage payable has monthly principal and interest payments and has an expiration date of August 2022.Convertible DebtThe Company’s convertible debt consisted of the following as of December 31 (in thousands): 2016 20154.75% Convertible Subordinated Notes$— $150,082Less amount representing debt discount and debt issuance cost— (3,961) $— $146,1213.00% 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 was 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 was payable semi-annually on June 15 and December 15 of each year and commenced on December 15, 2009.In May and June 2014, certain holders of the 4.75% Convertible Subordinated Notes elected to convert a total of $215,830,000 of the principal amountof the notes for 2,411,851 shares of the Company’s common stock and $51,671,000 in cash, comprised of accrued interest, premium and cash paid in lieu ofissuing shares for certain note holders’ principal amount. As a result, the Company recognized a loss on debt extinguishment of $46,973,000 for the yearended December 31, 2014 in its consolidated statement of operations. The loss on debt extinguishment included the premium paid and the excess of the fairvalue of liability component of the 4.75% Convertible Subordinated Notes over its carrying amount, including debt discount and unamortized debt issuancecosts, in accordance with the accounting standard for convertible debt instruments that may be settled in cash upon conversion (including partial cashsettlement). In the Company’s consolidated statement of cash flows for the year ended December 31, 2014, the premium and cash paid in lieu of issuingshares to settle a portion of the principal amount were included within net cash provided by financing activities and the accrued interest paid was includedwithin net cash provided by operating activities.F-45Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)In December 2015, certain holders of the 4.75% Convertible Subordinated Notes elected to convert a total of $7,803,000 of the principal amount of thenotes at a conversion rate of 13.0655 shares of the Company’s common stock per $1,000 principal amount of the notes. The Company issued a total 101,947shares of its common stock and paid approximately $1,000 in cash for residual shares in connection with the conversions. The Company recorded a $289,000loss on debt extinguishment as a result of the conversions.In April and June 2016, holders of the 4.75% convertible subordinated notes converted or redeemed a total of $150,082,000 of the principal amount ofthe notes for 1,981,662 shares of the Company’s common stock and $3,619,000 in cash, comprised of accrued interest, cash paid in lieu of fractional sharesand principal redemption. In the Company’s consolidated statement of cash flows for the year ended December 31, 2016, the principal redemption and cashpaid in lieu of issuing fractional shares to settle a portion of the principal amount were included within net cash provided by (used in) financing activitiesand the accrued interest paid was included within net cash provided by operating activities.Issuance and transaction costs incurred at the time of the issuance of the 4.75% Convertible Subordinated Notes with third parties are allocated to theliability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively. The 4.75% Convertible Subordinated Notesconsisted of the following as of December 31 (in thousands): 2016 2015Equity component (1)$— $42,091Liability component: Principal$— $150,082Less debt discount and debt issuance costs, net (2)— (3,961)Net carrying amount$— $146,121__________________________(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% Convertible Subordinated Notes.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): 2016 2015Contractual interest expense$3,267 $7,501Amortization of debt issuance costs186 428Amortization of debt discount3,775 8,060 $7,228 $15,989Effective interest rate of the liability component10.48% 10.65%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. The Capped Call covers a total of approximately 4,432,638 shares of the Company’s common stock, subject to adjustment.Upon maturity of the 4.75% convertible subordinated notes on June 15, 2016, the Company settled the capped call transaction and received 380,779shares of common stock, which were placed in treasury and resulted in a credit of $141,688,000 to additional paid in capital at the market price of $372.10 onJune 15, 2016.F-46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): 2016 20155.375% Senior Notes due 2023$1,000,000 $1,000,0005.375% Senior Notes due 2022750,000 750,0004.875% Senior Notes due 2020500,000 500,0005.75% Senior Notes due 2025500,000 500,0005.875% Senior Notes due 20261,100,000 1,100,000 3,850,000 3,850,000Less amount representing debt issuance cost(39,230) (45,366) $3,810,770 $3,804,6342022 Senior Notes and 2025 Senior NotesIn November 2014, the Company issued $750,000,000 aggregate principal amount of 5.375% senior notes due January 1, 2022, and $500,000,000aggregate 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, and collectively, as the “2022 and 2025 Senior Notes”. Interest on each series of the notes is payable semi-annually in arrears on January 1 andJuly 1 of each year, commencing on July 1, 2015.The 2022 and 2025 Senior Notes are unsecured and rank equal in right of payment to the Company’s existing or future senior indebtedness and senior inright of payment to the Company’s existing and future subordinated indebtedness. The 2022 and 2025 Senior Notes are effectively subordinated to all of theexisting and future secured debt, including debt outstanding under any bank facility or secured by any mortgage, to the extent of the assets securing suchdebt. They are also structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of any of the Company’ssubsidiaries.The 2022 and 2025 Senior Notes are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The indenturecontains covenants that limit the Company’s ability and the 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;•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.Subject to compliance with the limitations described above, the Company may issue an unlimited principal amount of additional notes at later datesunder the same indenture as the 2022 and 2025 Senior Notes. Any additional notes the Company issues under the indenture will be identical in all respects tothe 2022 and 2025 Senior Notes except that the additional notes will have different issuance dates and may have different issuance prices.The Company is not required to make any mandatory redemption with respect to the 2022 and 2025 Senior Notes, however under certain circumstancesas specified in the restrictions described above, the Company may be required to offer to purchase the 2022 and 2025 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 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% of the principal amount of the notes to be redeemed,F-47Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings, provided that (i) atleast 65% of the aggregate principal amount of the 2022 Senior Notes issued under the 2022 indenture remains outstanding immediately after the occurrenceof 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 ofthe 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 ofthe 2022 Notes2018104.031%2019102.688%2020101.344%2021 and thereafter100.000%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% ofthe 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 (such redemptionprice being set forth in the table as shown in the above table ), plus (ii) all required interest payments due on the 2022 Senior Notes through January1, 2018 (excluding accrued but unpaid interest, if any, to, but not including the, the redemption date,) computed using a discount rate equal to thetreasury rate as of such redemption date plus 0.5 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.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 Notes2020102.875%2021101.917%2022100.958%2023 and thereafter100.000%F-48Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)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 (such redemptionprice being set forth in the table as shown in the above table ), plus (ii) all required interest payments due on the 2025 Senior Notes through January1, 2020 (excluding accrued but unpaid interest, if any, to, but not including the, the redemption date,) computed using a discount rate equal to thetreasury rate as of such redemption date plus 0.5 basis points; and•the principal amount of the 2025 Senior Notes.As of December 31, 2016 and 2015, debt issuance costs related to the 2022 and 2025 Senior Notes, net of amortization, were $12,532,000 and$14,622,000, respectively.2026 Senior NotesIn December 2015, the Company issued $1,100,000,000 aggregate principal amount of 5.875% of additional senior notes due January 15, 2026, whichare referred to as the “2026 Senior Notes”. Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing onJuly 15, 2016.The 2026 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 2026 Senior Notes are governed by a supplemental indenture to the indenture between the Company and U.S. Bank National Association, as trustee,that governs the Company’s 2022 and 2025 Senior Notes. The supplemental indenture contains covenants that limit the Company’s ability and the ability ofits 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;•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.The 2026 Senior Notes provided for a special mandatory redemption if the TelecityGroup acquisition was not completed on or prior to November 29,2016, or if, prior to such date, the TelecityGroup offer had lapsed or been withdrawn for the purposes of the UK City Code on Takeovers and Mergers. Ineither case, the Company would have been required to redeem all of the 2026 Senior Notes at a redemption price equal to 100% of the principal amount ofthe notes, plus accrued and unpaid interest to, but excluding, the redemption date. The acquisition of TelecityGroup closed on January 15, 2016. As a result,the Company is no longer subject to a mandatory redemption of the 2026 Senior Notes.The 2026 Senior Notes also provide for optional redemption. At any time prior to January 15, 2019, the Company may on any one or more occasionsredeem up to 35% of the aggregate principal amount of the 2026 Senior Notes (calculated giving effect to any issuance of additional notes of such series)outstanding under the 2026 Senior Notes indenture, at a redemption price equal to 105.875% of the principal amount of the notes to be redeemed, plusaccrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more equity offerings, provided that (i) at least65% of the aggregate principal amount of the 2026 Senior Notes (calculated giving effect to any issuance of additional notes) issued under the 2026indentureF-49Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)remains outstanding immediately after the occurrence of such redemption and (ii) the redemption must occur within 90 days of the date of the closing of suchequity offerings.On or after January 15, 2021, the Company may redeem all or a part of the 2026 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 15 of the years indicated below: Redemption Price ofthe 2026 Notes2021102.938%2022101.958%2023100.979%2024 and thereafter100.000%In addition, at any time prior to January 15, 2021, the Company may redeem all or a part of the 2026 Senior Notes at a redemption price equal to 100% ofthe principal amount of 2026 Senior Notes redeemed plus the applicable premium (the “2026 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 2026 Senior Notes on the relevantrecord date to receive interest due on the relevant interest payment date. The 2026 Senior Notes Applicable Premium means the greater of:•1.0% of the principal amount of the 2026 Senior Notes;•the excess of: (a) the present value at such redemption date of (i) the redemption price of the 2026 Senior Notes at January 15, 2021 (suchredemption price being set forth in the table as shown in the above table ), plus (ii) all required interest payments due on the 2026 Senior Notesthrough January 15, 2021 (excluding accrued but unpaid interest, if any, to, but not including the, the redemption date,) computed using a discountrate equal to the treasury rate as of such redemption date plus 0.5 basis points; over (b) the principal amount of the 2026 Senior Notes, if greater.As of December 31, 2016 and 2015, debt issuance costs related to the 2026 Senior Notes, net of amortization, were $15,112,000 and $16,879,000,respectively.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;•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.F-50Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Each of these restrictions has a number of important qualifications and exceptions. The 2020 Senior Notes and the 2023 Senior Notes are unsecured andrank equal 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 andfuture subordinated debt. The 2020 Senior Notes and the 2023 Senior Notes are junior to the Company’s secured indebtedness and guaranteed indebtednessof its subsidiaries.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 SeniorNotes2018102.438%2019101.219%2020 and thereafter100.000%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, ifany, 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.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:F-51Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Redemption Price ofthe 2023 Senior Notes2018102.688%2019101.792%2020100.896%2021 and thereafter100.000%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, ifany, 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 $11,585,000 and $13,865,000 as of December 31,2016 and 2015, respectively.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 was payable semi-annually in arrears on January 15 and July 15 of each year and commenced on January 15, 2012. The indenture governing the7.00% 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 plusaccrued and unpaid 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 $750,000,000 plusa 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 a losson debt extinguishment of $103,273,000, including the unamortized debt issuance costs and the redemption premium.Loss on Debt ExtinguishmentDuring the year ended December 31, 2016, the Company recorded of $12,276,000 loss on debt extinguishment as a result of (i) the settlement of thefinancing obligations for Paris 3 IBX data center, (ii) a portion of the lender fees associated with the Japanese Yen Term Loan and (iii) the prepayment andterminations of the 2012 and 2013 Brazil financings.During the year ended December 31, 2015, the Company recorded $289,000 of loss on debt extinguishment as a result of the conversions of the 4.75%Convertible Subordinated Notes.During 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.F-52Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Maturities of Debt FacilitiesThe following table sets forth maturities of the Company’s debt, including mortgage, loans payable, and senior notes, gross of debt issuance costs anddebt discounts, as of December 31, 2016 (in thousands):Years ending: 2017$67,928201868,0132019348,2712020530,8362021330,530Thereafter3,964,248 $5,309,826Fair Value of Debt FacilitiesThe following table sets forth the estimated fair values of the Company’s mortgage, loans payable, convertible debt, senior notes and revolving creditline, including current maturities, as of December 31 (in thousands): 2016 2015Mortgage and loans payable$1,461,954 $916,602Convertible debt— 151,997Senior notes4,033,985 3,954,000Revolving credit facility— 325,617The fair value of the mortgage, loans payable and convertible debt, which were not publicly traded, was estimated by considering the Company’s creditrating, 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 senior notes,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): 2016 2015 2014Interest expense$392,156 $299,055 $270,553Interest capitalized13,338 10,943 19,004Interest charges incurred$405,494 $309,998 $289,55711. Redeemable Non-Controlling InterestsIn July 2014, the Company and Riverwood entered into a purchase and sale agreement in which the Company acquired Riverwood’s interest in ALOGand approximate 10% of ALOG owned by ALOG management, which resulted in the Company owning 100% of ALOG (See Note 2). The Company did nothave redeemable non-controlling interests as of December 31, 2015 and 2016.The following table provides a summary of the activities of the Company’s redeemable non-controlling interests (in thousands):F-53Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Balance as of December 31, 2013$123,902Net loss attributable to redeemable non-controlling interest(1,179)Other comprehensive income attributable to redeemable non-controlling interests1,810Increase in redemption value of non-controlling interests90,913Impact of foreign currency translation1,724Exercise of vested and outstanding ALOG stock options8,459Purchase price of redeemable non-controlling interests(225,629)Balances as of December 31, 2014$—12. 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, 2016 and 2015, the Company had nopreferred stock issued and outstanding.Common StockIn November 2015, the Company issued and sold 2,994,792 shares of its common stock in a public offering pursuant to a registration statement and arelated prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission. The shares issued and sold included the fullexercise of the underwriters’ option to purchase 390,625 additional shares. The Company received net proceeds of approximately $829,496,000, afterdeducting underwriting discounts and commissions of $32,344,000 and offering expenses of $660,000.In December 2015, certain holders of the Company's 4.75% Convertible Subordinated Notes elected to convert a portion of the notes into 101,947 sharesof the Company's common stock. See convertible debt in Note 10 for additional information.In April and June 2016, upon the maturity of the Company's 4.75% Convertible Subordinated Notes, holders of the Company's 4.75% ConvertibleSubordinated Notes converted $150,082,000 principal amount of the notes into 1,981,662 shares of the Company's common stock. In June 2016, theCompany also settled the capped call transaction and received 380,779 shares of common stock, which were placed in treasury and resulted in a credit of$141,688,000 to additional paid in capital at the market price of $372.10 on June 15, 2016. See convertible debt in Note 10 for additional information.As of December 31, 2016, the Company had reserved the following shares of authorized but unissued shares of common stock for future issuances:Common stock options and restricted stock units5,134,885Common stock employee purchase plans3,427,867Total8,562,752F-54Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Accumulated Other Comprehensive LossThe components of the Company’s accumulated other comprehensive loss (OCI) consisted of the following as of December 31, 2014, 2015 and 2016 (inthousands): December 31,2013 NetChange December 31,2014 NetChange December 31,2015 NetChange December 31,2016Foreign currency translation adjustment("CTA") loss$(132,881) $(204,065) $(336,946) $(186,763) $(523,709) $(507,420) $(1,031,129)Unrealized gain (loss) on cash flowhedges(1)(2,187) 8,790 6,603 4,550 11,153 19,551 30,704Net investment hedge CTA gain(1)— — — 4,484 4,484 45,505 49,989Unrealized gain (loss) on available forsale securities(2)180 (279) (99) (40) (139) 2,249 2,110Net actuarial gain (loss) on definedbenefit plans(3)— (2,001) (2,001) 1,153 (848) 32 (816)OCI attributable to redeemable non-controlling interests (4)21,121 (21,121) — — — — — $(113,767) $(218,676) $(332,443) $(176,616) $(509,059) $(440,083) $(949,142)__________________________(1)Refer to Note 7 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 ended December 31, 2016.(3)The Company has a defined benefit pension plan covering all employees in one country where such plans are mandated by law. The Company does not have any definedbenefit plans in any other countries. The unamortized gain (loss) on defined benefit plans includes gains or losses resulting from a change in the value of either theprojected benefit obligation or the plan assets resulting from a change in an actuarial assumption, net of amortization.(4)The Company purchased the redeemable non-controlling interests in ALOG in July 2014. Changes include $1,810 of other comprehensive income attributable toredeemable non-controlling interests for the seven months and $19,311 of accumulated other comprehensive income reclassified to additional paid-in capital upon theCompany’s purchase of the redeemable non-controlling interests in ALOG in July 2014.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, 2016, 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, 2016 compared to the year ended December 31, 2015 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 stockholders and minimize dilution from stock issuances.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. The 2013 Share Repurchase Program expiredon December 31, 2014.F-55Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)During the year ended December 31, 2015, the Company re-issued 7,348 shares of its treasury stock with a total value of $1,807,000 related to thesettlement of restricted stock units and 11,784 shares of its treasury stock with a total value of $3,546,000 related to the exchange and conversion of the4.75% Convertible Subordinated Notes (see Note 10). During the year ended December 31, 2014, the Company re-issued a total of 1,752,615 shares oftreasury stock acquired under the 2013 Share Repurchase Program with a total value of $345,858,000 primarily related to the exchange and conversions ofthe 4.75% Convertible Subordinated Notes and the exchanges and settlement of the 3.00% Convertible Subordinated Notes (see Note 10).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 stockholders and minimize dilution from stock issuances.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 10).Special DistributionsIn September 2015, the Company’s Board of Directors declared a special distribution of $627,000,000, or approximately $10.95 per share (the “2015Special Distribution”), to its common stockholders. The 2015 Special Distribution represents an amount that includes the sum of: (1) foreign earnings andprofits repatriated as dividend income in 2015; (2) taxable income in 2015 from depreciation recapture in respect of accounting method changes commencedin the Company’s pre-REIT period; and (3) certain other items of taxable income.The 2015 Special Distribution was paid on November 10, 2015 to the Company’s common stockholders of record as of the close of business onOctober 8, 2015. Common stockholders had the option to elect to receive payment of the 2015 Special Distribution in the form of stock or cash. The numberof shares distributed was determined based upon common stockholder elections and the average closing price of the Company’s common stock on the threetrading days commencing on November 3, 2015 or $297.03 per share. As such, the Company issued 1,688,411 shares of its common stock and paid$125,486,000 in connection with the 2015 Special Distribution.In October 2014, the Company’s Board of Directors declared a special distribution of $416,000,000, or approximately $7.57 per share (the “2014 SpecialDistribution”), to its common stockholders in connection with the Company’s planned conversion to a REIT. The 2014 Special Distribution was paid onNovember 25, 2014 to the Company’s common stockholders of record as of the close of business on October 27, 2014. Common stockholders had the optionto 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 no morethan 20% of the total distribution. The number of shares distributed was determined based upon common stockholder elections and the average closing priceof the Company’s common stock on the three trading days commencing on November 18, 2014 or $224.45 per share. As such, the Company issued 1,482,419shares of its common stock and paid $83,266,000 in connection with the 2014 Special Distribution.Shares issued in connection with the 2015 Special Distribution and the 2014 Special Distribution impact weighted average shares outstanding from thedate of issuance, thus impacting the Company’s earnings per share data prospectively from the distribution date.DividendsDuring the year ended December 31, 2016, the Company's Board of Directors declared quarterly cash dividends of $1.75 per share on November 2,August 3, May 4, and February 18, 2016, with record dates of November 16, August 24, May 25, and March 9, 2016, respectively, and payment dates ofDecember 14, September 14, June 15, and March 23, 2016, respectively. The Company paid a total of $492,403,000 in cash dividends during the year endedDecember 31, 2016.During the year ended December 31, 2015, the Company's Board of Directors declared quarterly cash dividends of $1.69 per share on October 28, July29, May 7 and February 19, 2015, with record dates of December 9, August 26, May 27 and March 11,F-56Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)2015, respectively, and payment dates of December 16, September 16, June 17 and March 25, 2015, respectively. The Company paid a total of $393,584,000in cash dividends during the year ended December 31, 2015.In addition, as of December 31, 2016, for dividends and special distributions attributed to the RSU awards, the Company recorded a short term dividendpayable of $11,999,000 and a long term dividend payable of $8,495,000 for the restricted stock units that have not yet vested.For Federal income tax purposes, distributions to stockholders are treated as ordinary income, capital gains, return of capital or a combination thereof.For the years ended December 31, 2016 and 2015, the quarterly dividend and special distributions were classified as follows:Record Date Payment Date Total Distribution NonqualifiedOrdinary Dividend Qualified OrdinaryDividend Return of Capital (per share)Fiscal 2016 3/9/2016 3/23/2016 $1.750000 $1.231334 $0.518666 $—5/25/2016 6/15/2016 1.750000 1.231334 0.518666 —8/24/2016 9/14/2016 1.750000 1.231334 0.518666 —11/16/2016 12/14/2016 1.750000 1.231334 0.518666 —Total $7.000000 $4.925336 $2.074664 $— Fiscal 2015 3/11/2015 3/25/2015 $1.690000 $0.978733 $0.711267 $—5/27/2015 6/17/2015 1.690000 0.978733 0.711267 —8/26/2015 9/16/2015 1.690000 0.978733 0.711267 —10/8/2015 11/10/2015 10.945146 6.338687 4.606459 —12/9/2015 12/16/2015 1.690000 0.978733 0.711267 —Total $17.705146 $10.253619 $7.451527 $—13. Stock-Based CompensationEquinix 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 7 years from the grant date, subject to continuous service of the optionee. Equityawards granted under the 2000 Equity Incentive Plan generally vest over 4 years. As of December 31, 2016, the Company had reserved a total of 16,636,172shares for issuance under the 2000 Equity Incentive Plan of which 3,001,796 were still available for grant. The 2000 Equity Incentive Plan is administered bythe Compensation Committee of the Board of Directors (the “Compensation Committee”), and the Compensation Committee may terminate or amend theplan, 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 effective January 1,2003. Under the 2000 Director Option Plan, each non-employee board member who was not previously an employee of the Company will receive anautomatic initial nonstatutory stock option grant, which vests in four annualF-57Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)installments. In addition, each non-employee board member will receive an annual non-statutory stock option grant on the date of the Company’s regularAnnual Meeting of Stockholders, provided the board member will continue to serve as a director thereafter. Such annual option grants shall vest in full on theearlier of a) the first anniversary of the grant, or b) the date of the regular Annual Meeting of Stockholders held in the year following the grant date. A newdirector who receives an initial option will not receive an annual option in the same calendar year. Options granted under the 2000 Director Option Plan willhave an option price not less than 100% of the fair value on the date of grant and will have a 10-year contractual term, subject to continuous service of theboard member. On December 18, 2008, the Company’s Board of Directors passed resolutions eliminating all automatic stock option grant mechanisms underthe 2000 Director Option Plan, and replaced them with an automatic restricted stock unit grant mechanism under the 2000 Equity Incentive Plan. As ofDecember 31, 2016, the Company had reserved 594,403 shares for issuance under the 2000 Director Option Plan of which 505,646 were still available forgrant. The 2000 Director Option Plan is administered by the Compensation Committee and the Compensation Committee 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, 2016, the Company had reserved a total of 1,494,275 shares for issuance under the 2001Supplemental Stock Plan, of which 260,498 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 of SharesOutstanding Weighted AverageExercise Price perShare Weighted AverageRemainingContractual Life(Years) AggregateIntrinsicValue (1) (Dollars inThousands)Stock options outstanding at December 31, 2013148,055 $73.99 Stock options exercised(71,780) 72.44 Additional shares granted due to special distribution1,659 — Stock options outstanding at December 31, 201477,934 73.84 Stock options exercised(41,889) 64.18 Additional shares granted due to special distribution1,454 — Stock options expired(250) 41.12 Stock options outstanding at December 31, 201537,249 82.06 Stock options exercised(18,183) 80.10 Stock options outstanding at December 31, 201619,066 82.01 1.2 $5,251Stock options vested and exercisable at December 31, 201619,066 82.01 1.2 $5,251__________________________(1)The aggregate intrinsic value is calculated as the difference between the market value of the stock as of December 31, 2016 and the exercise price of the 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, 2016: Outstanding ExercisableRange of exercise pricesNumber of Shares Weighted AverageRemainingContractual Life(Years) Weighted AverageExercise Price Number of Shares Weighted AverageExercise Price$28.56 to $54.221,585 1.89 $35.55 1,585 $35.55$80.84 to $88.5617,481 1.14 86.22 17,481 86.22 19,066 1.2 82.01 19,066 82.01The Company provides the following additional disclosures for stock options as of December 31 (in thousands): 2016 2015 2014Total fair value of stock options vested$— $— $45Total aggregate intrinsic value of stock options exercised (1)4,712 7,198 9,227_________________________(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 of SharesOutstanding Weighted AverageGrant Date FairValue per Share Weighted AverageRemainingContractual Life(Years) Aggregate IntrinsicValue (1) (Dollars inThousands)Restricted stock units outstanding, December 31, 20131,509,382 $122.05 Restricted stock units granted803,692 190.90 Additional shares granted due to special distribution48,171 224.45 Restricted stock units released, vested(703,393) 201.85 Restricted stock units canceled(253,878) 179.71 Restricted stock units outstanding, December 31, 20141,403,974 114.56 Restricted stock units granted711,990 236.89 Additional shares granted due to special distribution51,432 297.03 Restricted stock units released, vested(623,554) 173.79 Special distribution shares released(19,966) 227.99 Restricted stock units canceled(103,922) 198.67 Special distribution shares canceled(3,516) 235.43 Restricted stock units outstanding, December 31, 20151,416,438 148.53 Restricted stock units granted720,601 309.18 Additional shares granted due to special distribution37 297.03 Restricted stock units released, vested(655,584) 213.72 Special distribution shares released(35,354) 269.94 Restricted stock units canceled(93,940) 242.41 Special distribution shares canceled(4,319) 272.84 Restricted stock units outstanding, December 31, 20161,347,879 192.59 1.2 $481,745__________________________(1)The intrinsic value is calculated based on the market value of the stock as of December 31, 2016.The total fair value of restricted stock units vested and released during the years ended December 31, 2016, 2015 and 2014 was $227,359,000,$157,605,000 and $141,980,000, respectively.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 a successorplan 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, and the numberof shares available for issuance under the 2004 Purchase Plan automatically increased on January 1 each year, beginning in 2005 and ending in 2014 by thelesser of 2% of the shares of common stock then outstanding or 500,000 shares. Effective November 25, 2014, 3,197 shares were added to the 2004 PurchasePlan, representing an anti-dilutive adjustment pursuant to the 2014 Special Distribution. Effective November 10, 2015, 9,020 shares were added to the 2004Purchase Plan, representing an anti-dilutive adjustment pursuant to the 2015 Special Distribution. As of December 31, 2016, a total of 3,427,867 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 CompensationCommitteeF-60Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)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 lowerof a) the fair value per share of common stock on the last trading day before the commencement of the applicable offering period or b) the fair value per shareof common stock on the purchase date. The 2004 Purchase Plan is administered by the Compensation Committee of the Board of Directors, and such planwill terminate automatically in June 2024 unless a) the 2004 Purchase Plan is extended by the Board of Directors and b) the extension is approved within 12months by the Company’s stockholders.The Company provides the following disclosures for the 2004 Purchase Plan as of December 31 (dollars, except shares): 2016 2015 2014Weighted-average purchase price per share$217.91 $150.13 $144.95Weighted average grant-date fair value per share of shares purchased60.49 57.63 53.37Number of shares purchased150,044 182,175 166,384The 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: 2016 2015 2014Dividend yield2.38-2.53% 2.65 - 2.81% 0%Expected volatility23% 31% 34%Risk-free interest rate0.36% 0.26% 0.19%Expected life (in years)1.04 1.25 1.25Stock-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 the requisiteservice 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, 2016, the total stock-based compensation cost related to unvested equity awards not yet recognized, net of estimated forfeitures,totaled $241,037,000 which is expected to be recognized over a weighted-average period of 2.05 years.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): 2016 2015 2014Cost of revenues$13,086 $9,878 $8,511Sales and marketing43,030 36,847 30,084General and administrative100,032 86,908 79,395Total$156,148 $133,633 $117,990F-61Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)The Company’s stock-based compensation recognized in the consolidated statement of operations was comprised of the following types of equityawards for the years ended December 31 (in thousands): 2016 2015 2014Stock options$— $1,679 $4,917Restricted shares and restricted stock units145,769 124,512 104,235Employee stock purchase plan10,379 7,442 8,838Total$156,148 $133,633 $117,990Stock-based compensation for stock options for the year ended December 31, 2015 included $1,191,000 in as a result of the Company's acquisition ofBit-isle in November 2015. During the years ended December 31, 2016, 2015 and 2014, the Company capitalized $4,242,000, $2,987,000 and $3,958,000,respectively, of stock-based compensation expense as construction in progress in property, plant and equipment.14. Income TaxesThe Company began operating as a real estate investment trust for federal income tax purposes ("REIT") effective January 1, 2015, and thereafterreceived a favorable private letter ruling (“PLR”) from the U.S. Internal Revenue Service (“IRS”) that validated the Company's position with respect tospecified REIT compliance matters. As a result, the Company may deduct the distributions made to its stockholders from taxable income generated by theCompany and its qualified REIT subsidiaries (“QRSs”). The Company’s dividends paid deduction generally eliminates the taxable income of the Companyand its QRSs, resulting in no U.S. income tax due. However, the Company's taxable REIT subsidiaries (“TRSs”) in the U.S. will continue to be subject tofederal and state income taxes on any taxable income generated by them. In addition, the foreign operations of the Company will continue to be subject tolocal income taxes regardless of whether the foreign operations are operated as a QRS or a TRS.Income (loss) before income taxes is attributable to the following geographic locations for the years ended December 31, (in thousands): 2016 2015 2014Domestic$215,010 $123,153 $(46,876)Foreign(55,151) 87,845 131,609Income from continuing operations before income taxes$159,859 $210,998 $84,733The tax benefit (expenses) for income taxes consisted of the following components for the years ended December 31, (in thousands): 2016 2015 2014Current: Federal$(16,365) $(85,352) $(98,445)State and local(2,147) (3,984) (16,243)Foreign(62,278) (27,090) (31,844)Subtotal(80,790) (116,426) (146,532)Deferred: Federal(11,184) 87,801 (177,877)State and local(3,328) 4,600 (21,539)Foreign49,851 801 489Subtotal35,339 93,202 (198,927)Provision for income taxes$(45,451) $(23,224) $(345,459)State and foreign taxes not based on income are included in general and administrative expenses and the aggregate amounts were insignificant for theyears ended December 31, 2016, 2015 and 2014.F-62Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)The Company is entitled to a deduction for federal and state income tax purposes with respect to employee equity award activity. The reduction inincome tax payable related to windfall tax benefits for employee equity awards has been reflected as an adjustment to additional paid-in capital. For the yearsended December 31, 2016, 2015 and 2014, the benefits arising from employee equity award activity that resulted in an adjustment to additional paid-incapital were approximately $2,773,000, $30,000 and $18,561,000, respectively. The amount of benefits for 2016 and 2015 is significantly lower than 2014due to the zero effective U.S. tax rate that applies to the REIT as the Company intended to distribute or distributed 100% of its U.S. taxable income for 2016and 2015.The fiscal 2016, 2015 and 2014 income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pre-taxincome as a result of the following for the years ended December 31 (in thousands): 2016 2015 2014Federal tax at statutory rate$(55,951) $(73,849) $(29,657)State and local taxes(4,895) 945 1,370Deferred tax assets generated in current year not benefited(6,246) (4,916) (3,311)Foreign income tax rate differential22,016 30,387 20,002Non-deductible expenses(15,828) (14,252) (1,274)Stock-based compensation expense(5,890) (3,922) (4,496)Change in valuation allowance11,995 710 1,655Foreign financing activities(26,708) 2,592 2,981Loss on debt extinguishment(8,288) — —Gain on divestments8,828 — —Uncertain tax positions reserve(9,371) (3,191) (463)Tax adjustments related to REIT45,060 45,823 (324,142)Other, net(173) (3,551) (8,124)Total income tax expense$(45,451) $(23,224) $(345,459)The Company had not previously provided for deferred taxes on the excess of the financial reporting value over the tax basis in its investments inforeign subsidiaries that are essentially permanent in duration because the Company intended to reinvest the earnings outside the U.S. for an indefiniteperiod of time. 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 reinvestundistributed foreign earnings from its operations in Europe, Canada and Japan. However, no deferred tax liability has been recognized to account for thischange because the expected recovery of the basis difference will not result in taxes in the post-REIT conversion periods. As it continues to qualify as aREIT, the Company will not incur U.S. tax liability on the future repatriation of the foreign earnings and profits of the above noted jurisdictions due to thezero tax rate that will apply provided the Company distributes 100% of its taxable income. The Company, in general, will continue to reinvest itsundistributed foreign earnings in jurisdictions that are not included in the REIT structure indefinitely. The foreign withholding taxes are expected to beimmaterial if these undistributed foreign earnings are distributed. During the fourth quarter of 2016, the Company repatriated approximately $63,700,000 offoreign earnings from Singapore, which increased the taxable income for 2016 and was included in the REIT distribution for the year. There is no foreignwithholding tax triggered by the repatriation.F-63Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)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): 2016 2015Deferred tax assets: Reserves and accruals$11,276 $13,013Stock-based compensation expense1,752 1,459Unrealized (gains) losses— 10,656Operating loss carryforwards37,594 34,457Others, net5 18Gross deferred tax assets50,627 59,603Valuation allowance(29,167) (29,894)Total deferred tax assets, net21,460 29,709Deferred tax liabilities: Property, plant and equipment(57,006) (9,048)Unrealized (gains) losses(7,832) —Intangible assets(168,655) (60,133)Total deferred tax liabilities(233,493) (69,181)Net deferred tax liabilities$(212,033) $(39,472)The tax basis of REIT assets, excluding investments in TRSs, is greater than the amounts reported for such assets in the accompanying consolidatedbalance sheet by approximately $1,153,900,000 at December 31, 2016. The Company's accounting for deferred taxes involves weighing positive and negative evidence concerning the realizability of the Company's deferredtax assets in each tax jurisdiction. After considering such evidence as the nature, frequency and severity of current and cumulative financial reporting losses,and the sources of future taxable income and tax planning strategies, management concluded that valuation allowances were required in certain foreignjurisdictions. A valuation allowance continues to be provided for the deferred tax assets, net of deferred tax liabilities, associated with the Company'soperations in Brazil, Canada, and certain jurisdictions located in the Company’s EMEA and Asia-Pacific regions. The operations in these jurisdictions have ahistory of significant losses as of December 31, 2016. As such, management does not believe these operations have established a sustained history ofprofitability and that a valuation allowance is, therefore, necessary.Changes in the valuation allowance for deferred tax assets for the years ended December 31, 2016, 2015 and 2014 are as follows (in thousands): 2016 2015 2014Beginning balance$29,894 $27,181 $31,058Amounts from acquisitions5,053 — —Amounts recognized into income(11,995) (710) (1,655)Current increase (decrease)6,557 4,513 721Impact of foreign currency exchange(342) (1,090) (3,181)Net operating loss ("NOL") and tax credit expiration— — 238Ending balance$29,167 $29,894 $27,181Federal and state tax laws, including California tax laws, impose substantial restrictions on the utilization of NOL and credit carryforwards in the event ofan "ownership change" for tax purposes, as defined in Section 382 of the Internal Revenue Code. In 2003, the Company conducted an analysis to determinewhether an ownership change had occurred due to significant stock transactions in each of the reporting years disclosed at that time. The analysis indicatedthat an ownership change occurred during fiscal year 2002, which resulted in an annual limitation of approximately $819,000 for NOL carryforwardsgenerated prior to 2003.F-64Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)Therefore, the Company substantially reduced its federal and state NOL carryforwards for the periods prior to 2003 to approximately $16,400,000. Inaddition, an ownership change under Section 382 of the Internal Revenue Code was triggered in September 2007 by the issuance of 4,211,939 shares of theCompany's common stock. However, the annual limitation associated with this ownership change is not meaningful due to the substantial marketcapitalization of the Company at the time of the ownership change. The Company determined that no Section 382 ownership change occurred during theyear ended December 31, 2016. In addition, the NOL acquired in the Switch and Data acquisition in 2010 is subject to the Section 382 limitation; however,the Company has determined that none of the acquired NOLs will expire unused as a result of the limitation.The Company’s U.S. operations generated significant taxable income (versus book income) for the years ended December 31, 2016 and 2015 primarilydue to the change in the tax method for depreciation of the Company’s property, plant and equipment. As the result of announcing its plan to pursue a REITconversion, the Company changed its methods of depreciating and amortizing various data center assets to methods that are more consistent with thecharacterization of such assets as real property for REIT purposes. The change in the depreciation method resulted in the recapture of depreciation expensededucted in prior years and a much smaller amount of depreciation expense for the years ended December 31, 2016 and 2015.The Company’s NOL carryforwards for federal, state and foreign tax purposes which expire, if not utilized, at various intervals from 2017, are outlinedbelow (in thousands):Expiration Date Federal (1) State (1) Foreign Total2017 $— $— $9,018 $9,0182018 to 2020 80,915 190 26,405 107,5102021 to 2023 148,238 — 3,375 151,6132024 to 2026 15,564 3,501 8,377 27,4422027 to 2029 6,065 — — 6,0652030 to 2032 — 2,445 — 2,445Thereafter — 1,108 162,863 163,971 $250,782 $7,244 $210,038 $468,064__________________________(1)The total amount of NOL carryforwards that will not be available to offset the Company’s future taxable income after dividend paid deduction dueto Section 382 limitations was $245,101,000, comprising $241,766,000 of federal and $3,335,000 of state.Approximately $3,021,000 of the total NOL carryforwards is attributable to excess tax deductions related to employee equity awards, the benefit fromwhich 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): 2016 2015 2014Beginning balance$30,845 $36,138 $36,552Gross increases related to prior year tax positions570 — 1,200Gross decreases related to prior year tax positions— (8,645) (984)Gross increases related to current year tax positions41,972 4,802 1,538Decreases resulting from expiration of statute of limitation(826) (1,450) (1,112)Decreases resulting from settlements(374) — (1,056)Ending balance$72,187 $30,845 $36,138The Company recognizes interest and penalties related to unrecognized tax benefits within income tax benefit (expense) in the consolidated statement ofoperations. During the year ended December 31, 2016, the accrued interest and penalties related to the unrecognized tax benefits was increased by $675,000.During the years ended December 31, 2015 and 2014, the accrued interest and penalties related to the unrecognized tax benefits were decreased by$1,701,000 and $3,126,000, respectively, primarily resulting from the settlement of tax audits and the lapse of statutes of limitations in its foreign operations.The Company has accrued $4,411,000 and $3,736,000 for interest and penalties accrued at December 31, 2016 and 2015, respectively.F-65Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)The unrecognized tax benefits of $72,187,000 as of December 31, 2016, 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.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 NOLcarryforwards. In addition, the Company's tax years of 2005 through 2015 remain open and subject to examination by local tax authorities in certain foreignjurisdictions in which the Company has major operations.15. Commitments and ContingenciesPurchase CommitmentsPrimarily as a result of the Company’s various IBX expansion projects, as of December 31, 2016, the Company was contractually committed for$234,365,000 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, 2016, such as commitments to purchase power in select locations, primarily in select locations through2017 and thereafter, and other open purchase orders for goods or services to be delivered or provided during 2017 and thereafter. Such other miscellaneouspurchase commitments totaled $304,937,000 as of December 31, 2016.Contingent LiabilitiesThe Company estimates exposure on certain liabilities, such as indirect 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.The Company's indirect and property tax filings in various jurisdictions are subject to examination by local tax authorities. The outcome of anyexaminations cannot be predicted with certainty. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations thatwould affect the adequacy of its tax accruals for each of the reporting periods. If any issues arising from the tax examinations are resolved in a mannerinconsistent with the Company’s expectations, the revision of the estimates of the potential or actual liabilities could materially impact the financialposition, 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 Company accruescontingent 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-66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, 2016.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, 2016.The Company enters into arrangements with its business partners, whereby the business partner agrees to provide services as a subcontractor for theCompany’s installations. Accordingly, the Company enters into standard indemnification agreements with its customers, whereby the Company indemnifiesthem for other acts, such as personal property damage, of its subcontractors. The maximum potential amount of future payments the Company could berequired to make under these indemnification agreements is unlimited; however, the Company has general and umbrella insurance policies that enable theCompany to recover a portion of any amounts paid. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnificationagreements. As a result, the Company believes the estimated fair value of these agreements is minimal. The Company has no liabilities recorded for theseagreements as of December 31, 2016.The Company has service level commitment obligations to certain of its customers. As a result, service interruptions or significant equipment damage inthe Company’s IBX data centers, whether or not within the Company’s control, could result in service level commitments to these customers. The Company’sliability insurance may not be adequate to cover those expenses. In addition, any loss of services, equipment damage or inability to meet the Company’sservice level commitment obligations could reduce the confidence of the Company’s customers and could consequently impair the Company’s ability toobtain and retain customers, which would adversely affect both the Company’s ability to generate revenues and the Company’s operating results. TheCompany generally has the ability to determine such service level credits prior to the associated revenue being recognized. The Company has no significantliabilities in connection with service level credits as of December 31, 2016.16. Related Party TransactionsThe Company has several significant stockholders and other related parties that are also customers and/or vendors. The Company’s activity of relatedparty transactions was as follows (in thousands): Years ended December 31, 2016 2015 2014Revenues$11,822 $10,745 $8,392Costs and services14,574 10,808 8,351 As of December 31, 2016 2015Accounts receivable$1,109 $797Accounts payable1,720 254F-67Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)On February 10, 2016, the Company entered into a purchase and sale agreement to acquire land and a building from Prologis, L.P., with which it shares acommon board member, for approximately $6.3 million. This transaction is considered a related party transaction but is not reflected in the related party datapresented above.17. 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 revenues and adjusted EBITDA performance both on a consolidatedbasis and 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, acquisition costs, and gain on asset sales as presented below for theyears ended December 31 (in thousands): 2016 2015 2014Adjusted EBITDA: Americas$787,311 $698,604 $635,007EMEA494,263 318,561 269,222Asia-Pacific375,900 254,462 209,662Total adjusted EBITDA1,657,474 1,271,627 1,113,891Depreciation, amortization and accretion expense(843,510) (528,929) (484,129)Stock-based compensation expense(156,148) (133,633) (117,990)Acquisitions costs(64,195) (41,723) (2,506)Impairment charges(7,698) — —Gain on asset sales32,816 — —Income from operations$618,739 $567,342 $509,266The Company provides the following segment disclosures related to its continuing operations as follows for the years ended December 31 (inthousands): 2016 2015 2014Total revenues: Americas(1)$1,679,549 $1,512,535 $1,376,103EMEA1,171,339 698,807 637,265Asia-Pacific761,101 514,525 430,408 $3,611,989 $2,725,867 $2,443,776 Total depreciation and amortization: Americas$319,202 $278,216 $261,018EMEA313,291 117,655 114,511Asia-Pacific204,714 129,709 106,162 $837,207 $525,580 $481,691 Capital expenditures: Americas$503,855 $401,685 $333,315EMEA400,642 202,322 151,634Asia-Pacific208,868 264,113 175,254 $1,113,365 $868,120 $660,203F-68Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)__________________________(1)Includes revenues of $1,549,819, $1,404,648 and $1,257,661, respectively, attributed to the U.S. for the years ended December 31, 2016, 2015 and 2014.The Company’s long-lived assets are located in the following geographic areas as of December 31 (in thousands): 2016 2015Americas (1)$3,339,518 $3,025,450EMEA2,355,943 1,157,304Asia-Pacific1,503,749 1,423,682 $7,199,210 $5,606,436_________________________(1)Includes $3,012,307 and $2,781,924, respectively, of long-lived assets attributed to the U.S. as of December 31, 2016 and 2015.The following table presents revenue information on a service basis for the year ended December 31, 2016 and retrospective adjustments to revenueinformation on a services basis for the years ended December 31, 2015 and 2014 (in thousands): 2016 2015 2014Colocation$2,647,094 $2,019,875 $1,823,992Interconnection543,045 441,749 379,007Managed infrastructure210,292 96,836 104,455Rental16,943 10,681 10,336Recurring revenues3,417,374 2,569,141 2,317,790Non-recurring revenues194,615 156,726 125,986 $3,611,989 $2,725,867 $2,443,776F-69Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)18. Subsequent EventsOn January 6, 2017, the Company borrowed the full amount of the €1,000,000,000 Term B-2 Loan. The Term B-2 Loan will bear interest at an index ratebased on EURIBOR plus a margin of 3.25%. No original issue discount is applicable to the Term B-2 Loan. The Term B-2 Loan must be repaid in equalquarterly installments of 0.25% of the original principal amount of the Term B-2 Loan starting in the second quarter of 2017, with the remaining amountoutstanding to be repaid in full on the seventh anniversary of the funding date of the Term B-2 Loan.On January 7, 2017, the Company entered into a purchase agreement with IO International Holdings LLC for the purchase of the entire issued sharecapital of IO Europe Limited for approximately $36,680,000 in cash. The transaction closed on February 3, 2017. The Company is evaluating the accountingfor the purchase of IO Europe Limited.On February 15, 2017, the Company's Board of Directors declared a quarterly cash dividend of $2.00 per share, which is payable on March 22, 2017 tothe Company’s common stockholders of record as of the close of business on February 27, 2017.19. 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.F-70Table of ContentsEQUINIX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)The following tables present selected quarterly information (in thousands, except per share data): 2016 Quarters Ended March 31 June 30 September 30 December 31Revenues$844,156 $900,510 $924,676 $942,647Gross profit416,476 443,543 454,374 476,726Net income (loss)(31,111) 44,711 51,450 61,750Comprehensive income (loss)61,394 (182,521) (18,533) (173,623)EPS Basic EPS(0.46) 0.64 0.73 0.86Diluted EPS(0.46) 0.64 0.72 0.86 2015 Quarters Ended March 31 June 30 September 30 December 31Revenues$643,174 $665,582 $686,649 $730,462Gross profit344,861 349,825 361,181 378,494Net income76,452 59,459 41,132 10,731Comprehensive income (loss)(59,141) 104,323 (23,707) (10,317)EPS Basic EPS1.35 1.04 0.72 0.18Diluted EPS1.34 1.03 0.71 0.18F-71Table of ContentsEQUINIX INC.SCHEDULE III- SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATIONDECEMBER 31, 2016(Dollars in Thousands) Initial Costs to Company (1) Costs CapitalizedSubsequent to Acquisition orLease Total Costs Encumbrances Land Buildings andImprovements(2) Land Buildings andImprovements (2) Land Buildings andImprovements(2) AccumulatedDepreciation Date ofConstruction Date ofAcquisitionor Lease (3)Americas: AT1 ATLANTA— — — — 120,368 — 120,368 (33,293) N/A 2010AT2 ATLANTA— — — — 41,845 — 41,845 (16,871) N/A 2010AT3 ATLANTA— — — — 3,935 — 3,935 (1,257) N/A 2010BO1 BOSTON (METRO)— — — — 11,332 — 11,332 (5,999) N/A 2010CH1 CHICAGO (METRO)— — — — 155,387 — 155,387 (99,289) 2001 1999CH2 CHICAGO (METRO)— — — — 104,108 — 104,108 (48,677) 2005 2005CH3 CHICAGO (METRO)— 9,759 — 351 229,398 10,110 229,398 (88,929) 2007 2006CH4 CHICAGO (METRO)— — — — 21,566 — 21,566 (8,181) 2010 2009DA1 DALLAS— — — — 73,407 — 73,407 (46,642) 2000 2000DA2 DALLAS— — — — 78,681 — 78,681 (17,561) 2011 2010DA3 DALLAS— — — — 85,099 — 85,099 (25,993) N/A 2010DA4 DALLAS— — — — 17,421 — 17,421 (7,702) N/A 2010DA6 DALLAS— — 20,522 — 83,115 — 103,637 (11,130) 2013 2012DA7 DALLAS— — — — 26,431 — 26,431 (2,351) 2015 2015DC1 WASHINGTON, DC(METRO)— — — — 5,120 — 5,120 (363) 2007 1999DC2 WASHINGTON, DC(METRO)— — — 5,047 153,115 5,047 153,115 (126,299) 1999 1999DC3 WASHINGTON, DC(METRO)— — 37,451 — 52,846 — 90,297 (46,073) 2004 2004DC4 WASHINGTON, DC(METRO)— 1,906 7,272 — 71,942 1,906 79,214 (46,128) 2007 2005DC5 WASHINGTON, DC(METRO)— 1,429 4,983 — 88,407 1,429 93,390 (52,407) 2008 2005DC6 WASHINGTON, DC(METRO)— 1,429 5,082 — 86,711 1,429 91,793 (35,116) 2010 2005DC7 WASHINGTON, DC(METRO)— — — — 20,605 — 20,605 (10,099) N/A 2010DC8 WASHINGTON, DC(METRO)— — — — 5,186 — 5,186 (4,614) N/A 2010DC10 WASHINGTON, DC(METRO)— — 44,601 — 70,790 — 115,391 (30,595) 2012 2011DC11 WASHINGTON, DC(METRO)— 1,429 5,082 — 165,021 1,429 170,103 (20,495) 2013 2005F-72Table of Contents Initial Costs to Company (1) Costs CapitalizedSubsequent to Acquisition orLease Total Costs Encumbrances Land Buildings andImprovements(2) Land Buildings andImprovements (2) Land Buildings andImprovements(2) AccumulatedDepreciation Date ofConstruction Date ofAcquisitionor Lease (3)DE1 DENVER (METRO)— — — — 9,978 — 9,978 (5,968) N/A 2010LA1 LOS ANGELES— — — — 110,624 — 110,624 (60,332) 2000 1999LA2 LOS ANGELES— — — — 11,861 — 11,861 (9,870) 2001 2000LA3 EL SEGUNDO— — 34,727 3,959 21,931 3,959 56,658 (42,651) 2005 2005LA4 EL SEGUNDO— 19,333 137,630 — 28,247 19,333 165,877 (60,398) 2009 2009MI2 MIAMI (METRO)— — — — 22,239 — 22,239 (10,570) N/A 2010MI3 MIAMI (METRO)— — — — 29,573 — 29,573 (7,983) 2012 2012NY1 NEWARK— — — — 79,857 — 79,857 (42,647) 1999 1999NY2 NEW YORK CITY(METRO)— — — 17,859 194,181 17,859 194,181 (120,724) 2002 2000NY4 NEW YORK CITY(METRO)— — — — 330,754 — 330,754 (153,480) 2007 2006NY5 NEW YORK CITY(METRO)— — — — 243,296 — 243,296 (38,838) 2012 2010NY6 NEW YORK CITY(METRO)— — — — 73,266 — 73,266 (5,587) 2015 2010NY7 NEW YORK CITY(METRO)— — 24,660 — 138,865 — 163,525 (88,677) N/A 2010NY8 NEW YORK CITY(METRO)— — — — 12,159 — 12,159 (6,118) N/A 2010NY9 NEW YORK CITY(METRO)— — — — 53,840 — 53,840 (28,065) N/A 2010PH1 PHILADELPHIA— — — — 43,979 — 43,979 (10,365) N/A 2010SE2 SEATTLE— — — — 29,242 — 29,242 (19,757) N/A 2010SE3 SEATTLE— — 1,760 — 94,947 — 96,707 (22,692) 2013 2011SV1 SILICON VALLEY(METRO)— — — 15,545 159,286 15,545 159,286 (104,600) 1999 1999SV2 SILICON VALLEY(METRO)— — — — 147,154 — 147,154 (68,545) 2003 2003SV3 SILICON VALLEY(METRO)— — — — 43,738 — 43,738 (38,220) 2004 1999SV4 SILICON VALLEY(METRO)— — — — 25,941 — 25,941 (19,003) 2005 2005SV5 SILICON VALLEY(METRO)— 6,238 98,991 — 88,737 6,238 187,728 (43,544) 2010 2010SV6 SILICON VALLEY(METRO)— — 15,585 — 21,811 — 37,396 (22,079) N/A 2010SV8 SILICON VALLEY(METRO)— — — — 48,939 — 48,939 (21,363) N/A 2010SV12 SILICON VALLEY(METRO)— 20,535 — (222) 2,277 20,313 2,277 — 2015 2015TR1 TORONTO, CANADA— — — — 90,158 — 90,158 (19,895) N/A 2010TR2 TORONTO, CANADA— — 21,113 — 76,387 — 97,500 (7,133) 2015 2015RJ1 RIO DE JANEIRO,BRAZIL— — — — 26,361 — 26,361 (17,933) 2011 2011RJ2 RIO DE JANEIRO,BRAZIL— — 2,012 — 34,237 — 36,249 (10,145) 2013 2012SP1 SÃO PAULO, BRAZIL— — 10,188 — 23,181 — 33,369 (19,816) 2011 2011F-73Table of Contents Initial Costs to Company (1) Costs CapitalizedSubsequent to Acquisition orLease Total Costs Encumbrances Land Buildings andImprovements(2) Land Buildings andImprovements (2) Land Buildings andImprovements(2) AccumulatedDepreciation Date ofConstruction Date ofAcquisitionor Lease (3)SP2 SÃO PAULO, BRAZIL— — — — 73,615 — 73,615 (33,839) 2011 2011OTHERS (4)— 52,630 18,709 934 185,212 53,564 203,921 (2,202) Various Various EMEA: AM1 AMSTERDAM, THENETHERLANDS— — — — 71,764 — 71,764 (23,787) 2008 2008AM2 AMSTERDAM, THENETHERLANDS— — — — 53,661 — 53,661 (17,868) 2010 2008AM3 AMSTERDAM, THENETHERLANDS— — 27,099 — 92,654 — 119,753 (22,758) 2012 2011AM5 AMSTERDAM, THENETHERLANDS— — 92,199 — 1,029 — 93,228 (5,838) N/A 2016AM6 AMSTERDAM, THENETHERLANDS— 6,616 50,876 — 3,872 6,616 54,748 (2,691) N/A 2016AM7 AMSTERDAM, THENETHERLANDS— — 7,397 — 363 — 7,760 (973) N/A 2016AM8 AMSTERDAM, THENETHERLANDS— — — — 9,291 — 9,291 (1,677) N/A 2016DB1 DUBLIN, IRELAND— — — — 1,852 — 1,852 (164) N/A 2016DB2 DUBLIN, IRELAND— — 12,460 — 671 — 13,131 (1,706) N/A 2016DB3 DUBLIN, IRELAND— 3,334 54,387 — 3,507 3,334 57,894 (3,208) N/A 2016DB4 DUBLIN, IRELAND— — 26,875 — 9,899 — 36,774 (1,163) N/A 2016DU1 DÜSSELDORF,GERMANY— — — — 21,330 — 21,330 (17,813) 2001 2000DX1 DUBAI, UNITEDARAB EMIRATES— — — — 45,710 — 45,710 (5,501) 2012 2008EN1 ENSCHEDE, THENETHERLANDS— — — — 22,408 — 22,408 (13,720) 2008 2008FR1 FRANKFURT(METRO), GERMANY— — — — 7,173 — 7,173 (6,792) N/A 2007FR2 FRANKFURT(METRO), GERMANY— — — 11,212 198,157 11,212 198,157 (73,449) N/A 2007FR3 FRANKFURT(METRO), GERMANY— — — 1,967 4,679 1,967 4,679 (1,178) N/A 2007FR4 FRANKFURT(METRO), GERMANY— 11,578 9,307 — 51,650 11,578 60,957 (14,570) 2009 2009FR5 FRANKFURT(METRO), GERMANY30,310 — — 3,716 109,540 3,716 109,540 (20,552) 2012 2012FR7 FRANKFURT(METRO), GERMANY— — 43,634 — 1,035 — 44,669 (4,492) N/A 2016GV1 GENEVA (METRO),SWITZERLAND— — — — 5,846 — 5,846 (4,232) 2004 2004F-74Table of Contents Initial Costs to Company (1) Costs CapitalizedSubsequent to Acquisition orLease Total Costs Encumbrances Land Buildings andImprovements(2) Land Buildings andImprovements (2) Land Buildings andImprovements(2) AccumulatedDepreciation Date ofConstruction Date ofAcquisitionor Lease (3)GV2 GENEVA (METRO),SWITZERLAND— — — — 21,282 — 21,282 (13,709) 2010 2009HE1 HELSINKI (METRO),FINLAND— — — — 2,732 — 2,732 (632) N/A 2016HE2 HELSINKI (METRO),FINLAND— — — — 1,445 — 1,445 (524) N/A 2016HE3 HELSINKI (METRO),FINLAND— — — — 8,765 — 8,765 (2,118) N/A 2016HE4 HELSINKI (METRO),FINLAND— — 29,092 — 3,785 — 32,877 (2,824) N/A 2016HE5 HELSINKI (METRO),FINLAND— — 7,564 — 64 — 7,628 (1,019) N/A 2016HE6 HELSINKI (METRO),FINLAND— — 17,204 — 10,067 — 27,271 (540) N/A 2016IS1 ISTANBUL (METRO),TURKEY— — — — 7,046 — 7,046 (2,126) N/A 2016LD1 LONDON (METRO),UNITED KINGDOM— — — — 2,352 — 2,352 (2,154) 2000 2000LD3 LONDON (METRO),UNITED KINGDOM— — — — 14,864 — 14,864 (9,975) 2005 2000LD4 LONDON (METRO),UNITED KINGDOM— — 23,044 — 56,232 — 79,276 (30,704) 2007 2007LD5 LONDON (METRO),UNITED KINGDOM— — 16,412 — 162,639 — 179,051 (51,491) 2010 2010LD6 LONDON (METRO),UNITED KINGDOM— — — — 103,276 — 103,276 (6,038) 2015 2013LD8 LONDON (METRO),UNITED KINGDOM— — 107,544 — 4,834 — 112,378 (7,598) N/A 2016LD9 LONDON (METRO),UNITED KINGDOM— — 181,431 — 1,667 — 183,098 (11,741) N/A 2016MA1 MANCHESTER,UNITED KINGDOM— — — — 4,254 — 4,254 (797) N/A 2016MA2 MANCHESTER,UNITED KINGDOM— — — — 6,619 — 6,619 (952) N/A 2016MA3 MANCHESTER,UNITED KINGDOM— — 44,931 — 316 — 45,247 (4,305) N/A 2016MA4 MANCHESTER,UNITED KINGDOM— — 6,697 — 65 — 6,762 (748) N/A 2016ML1 MILAN (METRO),ITALY— — — — 806 — 806 (742) 2011 2011ML2 MILAN (METRO),ITALY— — — — 5,650 — 5,650 (2,676) N/A 2016ML3 MILAN (METRO),ITALY— — — — 11,937 — 11,937 (5,373) N/A 2016ML4 MLAN (METRO),ITALY— — — — 6,870 — 6,870 (1,346) N/A 2016MU1 MUNICH, GERMANY— — — — 14,818 — 14,818 (11,501) N/A 2007F-75Table of Contents Initial Costs to Company (1) Costs CapitalizedSubsequent to Acquisition orLease Total Costs Encumbrances Land Buildings andImprovements(2) Land Buildings andImprovements (2) Land Buildings andImprovements(2) AccumulatedDepreciation Date ofConstruction Date ofAcquisitionor Lease (3)MU3 MUNICH, GERMANY— — — — 726 — 726 (38) 2010 2010PA1 PARIS (METRO),FRANCE— — — — 21,527 — 21,527 (17,093) N/A 2007PA2 & PA 3 PARIS(METRO), FRANCE— — 29,615 23,723 240,675 23,723 270,290 (75,980) 2010 2007PA4 PARIS (METRO),FRANCE— 1,701 9,503 — 127,215 1,701 136,718 (26,823) 2012 2011PA5 PARIS (METRO),FRANCE— — 16,554 — 843 — 17,397 (1,575) N/A 2016PA6 PARIS (METRO),FRANCE— — — — 56,322 — 56,322 (5,006) N/A 2016PA7 PARIS (METRO),FRANCE— — — — 12,300 — 12,300 (1,951) N/A 2016SK1 STOCKHOLM,(METRO), SWEDEN— — 15,495 — 574 — 16,069 (2,216) N/A 2016SK2 STOCKHOLM,(METRO), SWEDEN— — 80,148 — 251 — 80,399 (4,678) N/A 2016SK3 STOCKHOLM,(METRO), SWEDEN— — — — 13,167 — 13,167 (858) N/A 2016SO1 SOFIA, BULGARIA— — 5,236 — 312 — 5,548 (353) N/A 2016WA1 WARSZAWA,POLAND— — 5,950 — 592 — 6,542 (920) N/A 2016WA2 WARSZAWA,POLAND— — 4,709 — 6,615 — 11,324 (770) N/A 2016ZH1 ZURICH (METRO),SWITZERLAND— — — — 5,457 — 5,457 (4,619) N/A 2007ZH2 ZURICH (METRO),SWITZERLAND— — — — 5,460 — 5,460 (3,563) 2003 2002ZH4 ZURICH (METRO),SWITZERLAND— — 11,284 — 24,868 — 36,152 (16,116) 2010 2009ZH5 ZURICH (METRO),SWITZERLAND— — — — 37,232 — 37,232 (10,456) 2013 2009ZW1 ZWOLLE, THENETHERLANDS— — — — 7,331 — 7,331 (4,097) 2008 2008OTHERS— — — — 3,019 — 3,019 (1,502) Various Various Asia-Pacific: HK1 HONG KONG, CHINA— — — — 131,250 — 131,250 (65,402) N/A 2003HK2 HONG KONG, CHINA— — — — 237,118 — 237,118 (51,447) 2011 2010HK3 HONG KONG, CHINA— — — — 134,342 — 134,342 (44,062) N/A 2012HK4 HONG KONG, CHINA— — — — 7,003 — 7,003 (3,963) N/A 2012ME1 MELBOURNE,AUSTRALIA— 15,341 — — 66,103 15,341 66,103 (5,854) 2013 2013OS1 OSAKA, JAPAN— — 14,876 — 37,851 — 52,727 (8,036) 2013 2013OS2 OSAKA, JAPAN— — 103 — — — 103 (26) N/A 2015F-76Table of Contents Initial Costs to Company (1) Costs CapitalizedSubsequent to Acquisitionor Lease Total Costs Encumbrances Land Buildings andImprovements(2) Land Buildings andImprovements(2) Land Buildings andImprovements(2) AccumulatedDepreciation Date ofConstruction Date ofAcquisitionor Lease (3)SG1 SINGAPORE— — — — 160,917 — 160,917 (104,697) N/A 2003SG2 SINGAPORE— — — — 261,025 — 261,025 (99,403) 2008 2008SG3 SINGAPORE— — 34,844 — 96,449 — 131,293 (10,360) 2013 2013SH2 SHANGHAI, CHINA— — — — 3,482 — 3,482 (971) 2012 2012SH3 SHANGHAI, CHINA— — 7,066 — 7,024 — 14,090 (3,512) 2012 2012SH4 SHANGHAI, CHINA— — — — 1,657 — 1,657 (1,422) 2012 2012SH5 SHANGHAI, CHINA— — 11,284 — 19,003 — 30,287 (6,010) 2012 2012SY1 SYDNEY,AUSTRALIA— — — — 25,261 — 25,261 (14,036) N/A 2003SY2 SYDNEY,AUSTRALIA— — 3,080 — 32,510 — 35,590 (18,795) 2008 2008SY3 SYDNEY,AUSTRALIA— — 8,712 — 134,257 — 142,969 (42,948) 2010 2010SY4 SYDNEY,AUSTRALIA— — — — 84,679 — 84,679 (2,300) 2015 2014TY1 TOKYO, JAPAN— — — — 18,547 — 18,547 (10,787) 2000 2000TY2 TOKYO, JAPAN— — — — 75,386 — 75,386 (57,738) 2007 2006TY3 TOKYO, JAPAN— — — — 69,367 — 69,367 (23,762) 2010 2010TY4 TOKYO, JAPAN— — — — 49,287 — 49,287 (10,658) 2012 2012TY5 TOKYO, JAPAN— — 102 — 49,598 — 49,700 (2,045) 2014 2014TY6 TOKYO, JAPAN— — 37,941 — 12,412 — 50,353 (8,663) N/A 2015TY7 TOKYO, JAPAN— — 13,175 — 869 — 14,044 (2,759) N/A 2015TY8 TOKYO, JAPAN— — 53,848 — 5,044 — 58,892 (7,016) N/A 2015TY9 TOKYO, JAPAN— — 106,710 — 8,197 — 114,907 (15,450) N/A 2015TY10 TOKYO, JAPAN— — 69,881 — 7,115 — 76,996 (5,707) N/A 2015OTHERS— — — — 13,401 — 13,401 (4,661) Various VariousTOTAL LOCATIONS$30,310 $153,258 $1,788,637 $84,091 $7,829,825 $237,349 $9,618,462 $(3,175,972) __________________________(1)The initial cost was $0 if the lease of the respective IBX was classified as an operating lease.(2)Building and improvements include all fixed assets except for land.(3)Date of lease or acquisition represents the date the Company leased the facility or acquired the facility through purchase or acquisition.(4)Includes IBXs CH5, DC12, SP3, SV10 and various other IBXs that are under initial development.The aggregate gross cost of the Company's properties for federal income tax purpose approximated $11,890,862,000 (unaudited) as of December 31,2016.F-77Table of ContentsThe following table reconciles the historical cost of the Company’s properties for financial reporting purposes for each of the years in the three-yearperiod ended December 31, 2016 (in thousands).Gross Fixed Assets: 2016 2015 2014Balance, beginning of period$7,871,890 $7,006,695 $6,308,992Additions (including acquisitions and improvements)2,187,306 1,172,855 997,534Disposals(78,607) (9,295) (16,444)Foreign currency transaction adjustments and others(124,778) (298,365) (283,387)Balance, end of year$9,855,811 $7,871,890 $7,006,695Accumulated Depreciation: 2016 2015 2014Balance, beginning of period$(2,595,648) $(2,242,345) $(1,904,311)Additions (depreciation expense)(618,970) (440,002) (418,407)Disposals9,401 7,396 16,038Foreign currency transaction adjustments and others29,245 79,303 64,335Balance, end of year$(3,175,972) $(2,595,648) $(2,242,345)F-78Exhibit 2.5AMENDMENT NO. 1TO THETRANSACTION AGREEMENT______________THIS AMENDMENT NO. 1 (this “Amendment”), dated as of February 23, 2017, to the Transaction Agreement, datedDecember 6, 2016 (the “Transaction Agreement”), is by and between Verizon Communications Inc. and Equinix, Inc. Capitalizedterms used in this Amendment but not otherwise defined herein will have the respective meanings assigned to them in the TransactionAgreement.WHEREAS, Section 9.06 of the Transaction Agreement provides for the amendment of the Transaction Agreement inaccordance with the terms set forth therein; andWHEREAS, the parties hereto desire to amend the Transaction Agreement as set forth below.NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:ARTICLE IAMENDMENT TO TRANSACTION AGREEMENT1.Amend and Restate Section 8.01. Section 8.01 of the Transaction Agreement is hereby amended and restated in itsentirety to read as follows:“(a) Seller will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by anyAcquired Entity or solely in respect of the other Acquired Assets that are (i) required to be filed (taking into account any applicableextensions) on or before the Closing Date or (ii) required to be filed (taking into account any applicable extensions) after the ClosingDate for any Tax period ending on or before the Closing Date. Seller will prepare any Tax Return described in clause ​(ii) of theimmediately preceding sentence on a basis consistent with the past practices with respect to previously filed Tax Returns, except to theextent otherwise required by applicable Law, and will deliver to Acquiror any such Tax Return (other than Transfer Taxdocumentation, which is addressed in Section ​8.06), together with any additional information relating thereto that Acquiror mayreasonably request, at least 30 days prior to the due date for filing such Tax Return (taking into account any applicable extensions).Acquiror will have the right to review any such Tax Return and additional information, if any, prior to the filing of such Tax Return,and Seller will consider in good faith any comments submitted by Acquiror at least ten days prior to the due date of such Tax Return.Acquiror will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the AcquiredEntities or solely in respect of the other Acquired Assets for a Straddle Period; provided, that Seller will prepare and timely file, orcause to be prepared and timely filed, all such Tax Returns for Property Taxes required by applicable Law to be filed bySeller or an Affiliate of Seller with respect to the Acquired Assets (“Seller Straddle Period Property Tax Returns”). Any such TaxReturn required to be filed in respect of a Straddle Period after the Closing Date will be prepared on a basis consistent with the pastpractices with respect to previously filed Tax Returns, except to the extent otherwise required by applicable Law. With respect to eachStraddle Period Tax Return that is not a Seller Straddle Period Property Tax Return, (i) Acquiror will deliver to Seller, at least 30days prior to the due date for the filing of such Straddle Period Tax Return (taking into account any applicable extensions), astatement setting forth the amount of Tax for which Seller is responsible pursuant to Sections ​8.04(a), ​8.04(b) and ​8.04(c); (ii)Acquiror will also deliver a copy of such Tax Return, together with any additional information relating thereto that Seller mayreasonably request; (iii) Seller will have the right to review such Straddle Period Tax Return, statement and additional information, ifany, prior to the filing of such Tax Return; and (iv) Acquiror will consider in good faith, before filing such Tax Return, any commentssubmitted by Seller at least ten days prior to the due date of such Tax Return. Neither Acquiror nor any of its Affiliates (including anyAcquired Entity) will file a Tax Return or agree to any waiver or extension of the statute of limitations relating to Taxes with respect toany Acquired Entity or the other Acquired Assets for a Tax period ending on or before the Closing Date or a Straddle Period, in eachcase, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), provided thatthis sentence shall not prevent Acquiror from filing any such Tax Return on the due date for filing such Tax Return (taking intoaccount any applicable extensions). (b) The Party required by applicable Law to pay the Taxes due with respect to Tax Returns prepared and filed in accordance withSection ​8.01(a) will timely pay such Taxes to the applicable Taxing Authority when due. At least five Business Days prior to the duedate for the payment of such Taxes, the other Party will pay the amount of such Taxes for which it is responsible pursuant to thisArticle ​VIII (including as determined pursuant to Section ​8.04(c)), if any, to the first Party. Acquiror will pay or cause to be paid to theapplicable Taxing Authority all other Taxes required to be paid by or with respect to any Acquired Entity or the other Acquired Assets.Notwithstanding anything to the contrary in the forgoing provisions of this Section 8.01, with respect to Property Taxes reported on aSeller Straddle Period Property Tax Return (the “Straddle Period Property Taxes”): (i) Prior to the Closing Date, Seller will estimate the amount of the Straddle Period Property Taxes that will be shownon each Seller Straddle Period Property Tax Return using the values applied to determine such Property Taxes for the immediatelypreceding taxable period; provided that such estimate may be revised to the extent necessary to reflect any change in the Assets thatare Acquired Assets after the initial estimate. Such estimated Straddle Period Property Taxes (as revised, if at all) will be allocated inaccordance with Section 8.04(c)(i). The aggregate amount of such estimated Straddle Period Property Taxes not allocable to a Pre-Closing Tax Period will be paid by Acquiror (or its designated Affiliate) to Seller at Closing pursuant to Section 1.11 hereof (the“Estimated Acquiror Straddle Period Tax Payment”).(ii) Seller shall timely pay to the applicable Governmental Authority the Straddle Period Property Taxes shown as dueand owing on each Seller Straddle Period Property Tax Return filed. Promptly after the filing of the last of such Seller Straddle PeriodProperty TaxReturns to be filed, Seller will prepare and deliver to Acquiror a calculation, in writing and in reasonable detail, of (A) the aggregateamount of the Straddle Period Property Taxes not allocable to a Pre-Closing Tax Period in accordance with Section 8.04(c)(i) minus(B) the Estimated Acquiror Straddle Period Tax Payment. If such calculation results in a positive number, Acquiror will pay Seller theamount of such difference within five (5) Business Days of receipt by Acquiror of such calculation. If such calculation results in anegative number, Seller will pay Acquiror (or its designated Affiliate) the amount of such difference within five (5) Business Days ofreceipt by Acquiror.”ARTICLE IIMISCELLANEOUS2.No Further Amendment. Except as expressly amended hereby, the Transaction Agreement is in all respects ratifiedand confirmed and all the terms, conditions, and provisions thereof will remain in full force and effect. This Amendment is limitedprecisely as written and will not be deemed to be an amendment to any other term or condition of the Transaction Agreement or any ofthe documents referred to therein.3.Effect of Amendment. This Amendment will form a part of the Transaction Agreement for all purposes, and eachparty thereto and hereto will be bound hereby. From and after the execution of this Amendment by the parties, any reference to theTransaction Agreement will be deemed a reference to the Transaction Agreement as amended hereby.4.Governing Law. The validity, interpretation and enforcement of this Amendment will be governed by the Laws of theState of New York without regard to the conflict of Laws provisions thereof that would cause the Laws of another state to apply.5.Severability Clause. The parties hereto agree that (a) the provisions of this Amendment will be severable in the eventthat for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void orotherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, voidor otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid andenforceable to the fullest extent permitted by applicable Law, in each case so as to best preserve the intention of the parties hereto withrespect to the benefits and obligations of this Amendment.6.Counterparts. This Amendment may be executed in counterparts (each of which need not contain the signature of theother party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement.This Amendment, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treatedin all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were theoriginal signed version thereof delivered in person. [Signature Page Follows]IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first abovewritten.VERIZON COMMUNICATIONS INC.By:/s/ John N. Doherty Name: John N. Doherty Title: Authorized SignerEQUINIX, INC.By:/s/ Mark Adams Name: Mark Adams Title: CDOExhibit 10.2EQUINIX, INC. 2000 EQUITY INCENTIVE PLAN (AS AMENDED THROUGH APRIL 12, 2012) TABLE OF CONTENTSPageARTICLE I. INTRODUCTION1ARTICLE II. ADMINISTRATION12.1 Committee Composition12.2 Committee Responsibilities12.3 Committee for Non-Officer Grants1ARTICLE III. SHARES AVAILABLE FOR GRANTS23.1 Basic Limitation23.2 Annual Increase in Shares23.3 Additional Shares23.4 Dividend Equivalents2ARTICLE IV. ELIGIBILITY24.1 Incentive Stock Options24.2 Other Grants2ARTICLE V. OPTIONS35.1 Stock Option Agreement35.2 Number of Shares35.3 Exercise Price35.4 Exercisability and Term35.5 Modification or Assumption of Options35.6 Buyout Provisions4ARTICLE VI. PAYMENT FOR OPTION SHARES46.1 General Rule46.2 Surrender of Stock46.3 Exercise/Sale46.4 Exercise/Pledge46.5 Promissory Note56.6 Other Forms of Payment5ARTICLE VII. STOCK APPRECIATION RIGHTS57.1 SAR Agreement57.2 Number of Shares57.3 Exercise Price57.4 Exercisability and Term57.5 Exercise of SARs57.6 Modification or Assumption of SARs6 iARTICLE VIII. RESTRICTED SHARES68.1 Restricted Stock Agreement68.2 Payment for Awards68.3 Vesting Conditions68.4 Voting and Dividend Rights6ARTICLE IX. STOCK UNITS69.1 Stock Unit Agreement79.2 Payment for Awards79.3 Vesting Conditions79.4 Voting and Dividend Rights79.5 Form and Time of Settlement of Stock Units79.6 Death of Recipient79.7 Creditors’ Rights8ARTICLE X. CHANGE IN CONTROL8ARTICLE XI. PROTECTION AGAINST DILUTION811.1 Adjustments811.2 Dissolution or Liquidation911.3 Reorganizations9ARTICLE XII. DEFERRAL OF AWARDS9ARTICLE XIII. AWARDS UNDER OTHER PLANS.10ARTICLE XIV. PAYMENT OF FEES IN SECURITIES1014.1 Effective Date1014.2 Elections to Receive NSOs, Restricted Shares or Stock Units1014.3 Number and Terms of NSOs, Restricted Shares or Stock Units10ARTICLE XV. LIMITATION ON RIGHTS1015.1 Retention Rights1015.2 Stockholders’ Rights1015.3 Regulatory Requirements10ARTICLE XVI. WITHHOLDING TAXES1116.1 General1116.2 Share Withholding11ARTICLE XVII. FUTURE OF THE PLAN1117.1 Term of the Plan1117.2 Amendment or Termination11ARTICLE XVIII. LIMITATION ON PAYMENTS1118.1 Scope of Limitation11 ii18.2 Application to Award1218.3 Basic Rule1218.4 Reduction of Payments1218.5 Overpayments and Underpayments1218.6 Related Corporations13ARTICLE XIX. DEFINITIONS13 iiiExhibit 10.2EQUINIX, INC. 2000 EQUITY INCENTIVE PLANARTICLE I.INTRODUCTION.The Plan was adopted by the Board to be effective at the IPO. The purpose of the Plan is to promote the long-termsuccess of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants tofocus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultantswith exceptional qualifications, and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests throughincreased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, StockUnits, Options (which may constitute incentive stock options or nonstatutory stock options) or stock appreciation rights.The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except theirchoice-of-law provisions).ARTICLE II. ADMINISTRATION.2.1 Committee Composition. The Plan shall be administered by the Committee. The Committee shall consistexclusively of two or more directors of the Company, who shall be appointed by the Board. In addition, the composition of theCommittee shall satisfy:(a) Such requirements as the Securities and Exchange Commission may establish for administrators actingunder plans intended to qualify for exemption under Rule 16b‑3 (or its successor) under the Exchange Act; and(b) Such requirements as the Internal Revenue Service may establish for outside directors acting under plansintended to qualify for exemption under section 162(m)(4)(C) of the Code.2.2 Committee Responsibilities. The Committee shall (a) select the Employees, Outside Directors and Consultantswho are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions ofsuch Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adoptsuch rules or guidelines as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be finaland binding on all persons.2.3 Committee for Non-Officer Grants. The Board may also appoint a secondary committee of the Board, whichshall be composed of one or more directors of the Company who need not satisfy the requirements of Section 2.1. Such secondarycommittee may administer the Plan with respect to Employees and Consultants who are not considered officers or directors of theCompany under section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and Consultants and maydetermine all features and conditions of such Awards. Within the limitations of this Section 2.3, any reference in the Plan to the Committee shall include such secondary committee.ARTICLE III. SHARES AVAILABLE FOR GRANTS.3.1 Basic Limitation. Shares of Common Stock issued pursuant to the Plan may be authorized but unissued shares ortreasury shares. The aggregate number of Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed(a) 5,000,000, (b) plus the shares remaining available for issuance under the Predecessor Plan, plus (c) the additional shares ofCommon Stock described in Sections 3.2 and 3.3. The limitations of this Section 3.1 and Section 3.2 shall be subject to adjustmentpursuant to Article 11.3.2 Annual Increase in Shares. As of the first day of each calendar year, commencing on January 1, 2001 andending on January 1, 2010, the aggregate number of Options, SARs, Stock Units and Restricted Shares that may be awarded under thePlan shall automatically increase by a number equal to the lesser of 6% of the total number of shares of Common Stock thenoutstanding, or 6,000,000 shares.3.3 Additional Shares. If Restricted Shares or shares of Common Stock issued upon the exercise of Options areforfeited (including any options incorporated from the Predecessor Plan), then such shares of Common Stock shall again becomeavailable for Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any other reason before beingexercised, then the corresponding shares of Common Stock shall again become available for Awards under the Plan. If Stock Units aresettled, then only the number of shares of Common Stock (if any) actually issued in settlement of such Stock Units shall reduce thenumber available under Section 3.1 and the balance shall again become available for Awards under the Plan. If SARs are exercised,then only the number of shares of Common Stock (if any) actually issued in settlement of such SARs shall reduce the number availableunder Section 3.1 and the balance shall again become available for Awards under the Plan. The foregoing notwithstanding, theaggregate number of shares of Common Stock that may be issued under the Plan upon the exercise of ISOs shall not be increasedwhen Restricted Shares or other shares of Common Stock are forfeited.3.4 Dividend Equivalents. Any dividend equivalents paid or credited under the Plan shall not be applied against thenumber of Restricted Shares, Stock Units, Options or SARs available for Awards, whether or not such dividend equivalents areconverted into Stock Units.ARTICLE IV. ELIGIBILITY.4.1 Incentive Stock Options. Only Employees who are common‑law employees of the Company, a Parent or aSubsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined votingpower of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of anISO unless the requirements set forth in section 422(c)(6) of the Code are satisfied.4.2 Other Grants. Only Employees, Outside Directors and Consultants shall be eligible for the grant of RestrictedShares, Stock Units, NSOs or SARs. 2ARTICLE V. OPTIONS.5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock OptionAgreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may besubject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is anISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Optionsmay be granted in consideration of a reduction in the Optionee’s other compensation. A Stock Option Agreement may provide that anew Option will be granted automatically to the Optionee when he or she exercises a prior Option and pays the Exercise Price in theform described in Section 6.2.5.2 Number of Shares. Each Stock Option Agreement shall specify the number of shares of Common Stock subjectto the Option and shall provide for the adjustment of such number in accordance with Article 10. Options granted to any Optionee in asingle fiscal year of the Company shall not cover more than 1,000,000 shares of Common Stock, except that Options granted to a newEmployee in the fiscal year of the Company in which his or her service as an Employee first commences shall not cover more than1,500,000 shares of Common Stock. The limitations set forth in the preceding sentence shall be subject to adjustment in accordancewith Article 11.5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Priceunder an ISO shall in no event be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant and theExercise Price under an NSO shall in no event be less than 85% of the Fair Market Value of a share of Common Stock on the date ofgrant. In the case of an NSO, a Stock Option Agreement may specify an Exercise Price that varies in accordance with a predeterminedformula while the NSO is outstanding.5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or anyinstallment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; providedthat the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide foraccelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expirationprior to the end of its term in the event of the termination of the Optionee’s service. Options may be awarded in combination withSARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.5.5 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extendor assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by anotherissuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price,except that the Company shall not effect a direct or indirect repricing of outstanding Options under the Plan (including through an offerto exchange options or any buy out or cash out of options) without stockholder approval; provided the foregoing prohibition onrepricing of stock options without stockholder approval shall also apply to any stock options outstanding under other equity plans ofthe Company from time to time. The foregoing notwithstanding, no modification 3of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option.5.6 Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalentsan Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such timeand based upon such terms and conditions as the Committee shall establish; provided, that, in each case of (a) and (b), the Fair MarketValue of a Common Share, at the time of such buy out or cash out, is equal to or more than the Exercise Price of the Option, except asotherwise approved by the Company’s stockholders; provided further that the foregoing prohibition on cashing out “underwater” stockoptions without stockholder approval shall also apply to any stock options outstanding under other equity plans of the Company fromtime to time.ARTICLE VI. PAYMENT FOR OPTION SHARES.6.1 General Rule. The entire Exercise Price of shares of Common Stock issued upon exercise of Options shall bepayable in cash or cash equivalents at the time when such shares of Common Stock are purchased, except as follows:(a) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the expressprovisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in anyform(s) described in this Article 6.(b) In the case of an NSO, the Committee may at any time accept payment in any form(s) described in thisArticle 6.6.2 Surrender of Stock. To the extent that this Section 6.2 is applicable, all or any part of the Exercise Price may bepaid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such sharesof Common Stock shall be valued at their Fair Market Value on the date when the new shares of Common Stock are purchased underthe Plan. The Optionee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Exercise Price ifsuch action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to theOption for financial reporting purposes.6.3 Exercise/Sale. To the extent that this Section 6.3 is applicable, all or any part of the Exercise Price and anywithholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities brokerapproved by the Company to sell all or part of the shares of Common Stock being purchased under the Plan and to deliver all or part ofthe sales proceeds to the Company.6.4 Exercise/Pledge. To the extent that this Section 6.4 is applicable, all or any part of the Exercise Price and anywithholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to pledge all or part ofthe shares of Common Stock being 4purchased under the Plan to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part ofthe loan proceeds to the Company.6.5 Promissory Note. To the extent that this Section 6.5 is applicable, all or any part of the Exercise Price and anywithholding taxes may be paid by delivering (on a form prescribed by the Company) a full-recourse promissory note. However, the parvalue of the shares of Common Stock being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents.6.6 Other Forms of Payment. To the extent that this Section 6.6 is applicable, all or any part of the Exercise Priceand any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules.ARTICLE VII. STOCK APPRECIATION RIGHTS.7.1 SAR Agreement. Each grant of an SAR under the Plan shall be evidenced by an SAR Agreement between theOptionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms thatare not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.SARs may be granted in consideration of a reduction in the Optionee’s other compensation.7.2 Number of Shares. Each SAR Agreement shall specify the number of shares of Common Stock to which theSAR pertains and shall provide for the adjustment of such number in accordance with Article 11. SARs granted to any Optionee in asingle calendar year shall in no event pertain to more than 1,000,000 shares of Common Stock, except that SARs granted to a newEmployee in the fiscal year of the Company in which his or her service as an Employee first commences shall not pertain to more than1,500,000 shares of Common Stock. The limitations set forth in the preceding sentence shall be subject to adjustment in accordancewith Article 11.7.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price. An SAR Agreement may specify anExercise Price that varies in accordance with a predetermined formula while the SAR is outstanding.7.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR isto become exercisable. The SAR Agreement shall also specify the term of the SAR. An SAR Agreement may provide for acceleratedexercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to theend of its term in the event of the termination of the Optionee’s service. SARs may be awarded in combination with Options, and suchan Award may provide that the SARs will not be exercisable unless the related Options are forfeited. An SAR may be included in anISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. An SAR granted under the Plan mayprovide that it will be exercisable only in the event of a Change in Control.7.5 Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person having the right to exercise the SARafter his or her death) shall receive from the Company (a) shares of Common Stock, (b) cash or (c) a combination of shares ofCommon Stock and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of shares of Common 5Stock received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date ofsurrender) of the shares of Common Stock subject to the SARs exceeds the Exercise Price. If, on the date when an SAR expires, theExercise Price under such SAR is less than the Fair Market Value on such date but any portion of such SAR has not been exercised orsurrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion.7.6 Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, extend orassume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer)in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price, exceptthat the Company shall not effect a direct or indirect repricing of outstanding SARs (including through an offer to exchange SARs orany buy out or cash out of SARs) without stockholder approval. The foregoing notwithstanding, no modification of an SAR shall,without the consent of the Optionee, alter or impair his or her rights or obligations under such SAR.ARTICLE VIII. RESTRICTED SHARES.8.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a RestrictedStock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Planand may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted StockAgreements entered into under the Plan need not be identical.8.2 Payment for Awards. Subject to the following sentence, Restricted Shares may be sold or awarded under thePlan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, full-recoursepromissory notes, past services and future services. To the extent that an Award consists of newly issued Restricted Shares, theconsideration shall consist exclusively of cash, cash equivalents or past services rendered to the Company (or a Parent or Subsidiary)or, for the amount in excess of the par value of such newly issued Restricted Shares, full-recourse promissory notes, as the Committeemay determine.8.3 Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur,in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted StockAgreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events.8.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the samevoting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that theholders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shallbe subject to the same conditions and restrictions as the Award with respect to which the dividends were paid.ARTICLE IX. STOCK UNITS. 69.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreementbetween the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to anyother terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Planneed not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other compensation.9.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash considerationshall be required of the Award recipients.9.3 Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in fullor in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide foraccelerated vesting in the event of the Participant’s death, disability or retirement or other events.9.4 Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement orforfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents.Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one share of Common Stock while theStock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents maybe made in the form of cash, in the form of shares of Common Stock, or in a combination of both. Prior to distribution, any dividendequivalents which are not paid shall be subject to the same conditions and restrictions as the Stock Units to which they attach.9.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of(a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. The actual number of StockUnits eligible for settlement may be larger or smaller than the number included in the original Award, based on predeterminedperformance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average FairMarket Value of shares of Common Stock over a series of trading days. Vested Stock Units may be settled in a lump sum or ininstallments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied orhave lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or bydividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuantto Article 11.9.6 Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributedto the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or morebeneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing theprescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designatedbeneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the recipient’s death shall bedistributed to the recipient’s estate. 79.7 Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of theCompany. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of theapplicable Stock Unit Agreement.ARTICLE X. CHANGE IN CONTROL.In the event of any Change in Control, each outstanding Award shall automatically accelerate so that each such Awardshall, immediately prior to the effective date of the Change in Control, become fully exercisable for all of the shares of Common Stockat the time subject to such Award and may be exercised for any or all of those shares as fully-vested shares of Common Stock.However, an outstanding Award shall not so accelerate if and to the extent such Award is, in connection with the Change in Control,either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable Award for shares of thecapital stock of the successor corporation (or parent thereof). The determination of Award comparability shall be made by the PlanAdministrator, and its determination shall be final, binding and conclusive.The vesting acceleration provisions of Section 10.2 as in effect prior to February 14, 2008 shall remain applicable toAwards granted prior to such date.ARTICLE XI. PROTECTION AGAINST DILUTION.11.1 Adjustments. In the event of a subdivision of the outstanding shares of Common Stock, a declaration of adividend payable in Common Stock or a combination or consolidation of the outstanding shares of Common Stock (by reclassificationor otherwise) into a lesser number of shares of Common Stock, corresponding adjustments shall automatically be made in each of thefollowing:(a) The number of Options, SARs, Restricted Shares and Stock Units available for future Awards underArticle 3;(b) The limitations set forth in Sections 5.2 and 7.2;(c) The number of shares of Common Stock covered by each outstanding Option and SAR;(d) The Exercise Price under each outstanding Option and SAR; and(e) The number of Stock Units included in any prior Award which has not yet been settled.In the event of a declaration of an extraordinary dividend payable in a form other than Common Stock in an amount that has a materialeffect on the price of shares of Common Stock, a recapitalization, a spin-off or a similar occurrence, the Committee shall make suchadjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article 11, aParticipant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock ofany class, any subdivision or consolidation of 8shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock ofany class.11.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Unitsshall terminate immediately prior to the dissolution or liquidation of the Company.11.3 Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstandingAwards shall be subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of theoutstanding Awards by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding Awards by thesurviving corporation or its parent or subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its ownawards for the outstanding Awards, (d) full exercisability or vesting and accelerated expiration of the outstanding Awards or(e) settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards.ARTICLE XII. DEFERRAL OF AWARDS.The Committee (in its sole discretion) may permit or require a Participant to:(a) Have cash that otherwise would be paid to such Participant as a result of the exercise of an SAR or thesettlement of Stock Units credited to a deferred compensation account established for such Participant by the Committee as an entry onthe Company’s books;(b) Have shares of Common Stock that otherwise would be delivered to such Participant as a result of theexercise of an Option or SAR converted into an equal number of Stock Units; or(c) Have shares of Common Stock that otherwise would be delivered to such Participant as a result of theexercise of an Option or SAR or the settlement of Stock Units converted into amounts credited to a deferred compensation accountestablished for such Participant by the Committee as an entry on the Company’s books. Such amounts shall be determined by referenceto the Fair Market Value of such shares of Common Stock as of the date when they otherwise would have been delivered to suchParticipant.A deferred compensation account established under this Article 12 may be credited with interest or other forms of investment return, asdetermined by the Committee. A Participant for whom such an account is established shall have no rights other than those of a generalcreditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subjectto the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion ofAwards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to suchAwards, including (without limitation) the settlement of deferred compensation accounts established under this Article 12. 9ARTICLE XIII. AWARDS UNDER OTHER PLANS.The Company may grant awards under other plans or programs. Such awards may be settled in the form of shares ofCommon Stock issued under this Plan. Such shares of Common Stock shall be treated for all purposes under the Plan like shares ofCommon Stock issued in settlement of Stock Units and shall, when issued, reduce the number of shares of Common Stock availableunder Article 3.ARTICLE XIV. PAYMENT OF FEES IN SECURITIES.14.1 Effective Date. No provision of this Article 14 shall be effective unless and until the Board has determined toimplement such provision.14.2 Elections to Receive NSOs, Restricted Shares or Stock Units. An Outside Director may elect to receive his orher annual retainer payments or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or acombination thereof, as determined by the Board. Such NSOs, Restricted Shares and Stock Units shall be issued under the Plan. Anelection under this Article 14 shall be filed with the Company on the prescribed form.14.3 Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs, Restricted Shares orStock Units to be granted to Outside Directors in lieu of annual retainers or meeting fees that would otherwise be paid in cash shall becalculated in a manner determined by the Board. The Board shall also determine the terms of such NSOs, Restricted Shares or StockUnits.ARTICLE XV. LIMITATION ON RIGHTS.15.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give anyindividual a right to remain an Employee, Outside Director or Consultant. The Company and its Parents, Subsidiaries and Affiliatesreserve the right to terminate the service of any Employee, Outside Director or Consultant at any time, with or without cause, subject toapplicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).15.2 Stockholders’ Rights. A Participant shall have no dividend rights, voting rights or other rights as a stockholderwith respect to any shares of Common Stock covered by his or her Award prior to the time when a stock certificate for such shares ofCommon Stock is issued or, if applicable, the time when he or she becomes entitled to receive such shares of Common Stock by filingany required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rightsfor which the record date is prior to such time, except as expressly provided in the Plan.15.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company toissue shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations and such approval by anyregulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery 10of shares of Common Stock pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of suchshares of Common Stock, to their registration, qualification or listing or to an exemption from registration, qualification or listing.ARTICLE XVI. WITHHOLDING TAXES.16.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or hersuccessor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise inconnection with the Plan. The Company shall not be required to issue any shares of Common Stock or make any cash payment underthe Plan until such obligations are satisfied.16.2 Share Withholding. The Committee may permit a Participant to satisfy all or part of his or her withholding orincome tax obligations by having the Company withhold all or a portion of any shares of Common Stock that otherwise would beissued to him or her or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired. Such sharesof Common Stock shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash.ARTICLE XVII. FUTURE OF THE PLAN.17.1 Term of the Plan. The Plan, as set forth herein, shall become effective the date of effectiveness of the IPO. ThePlan shall remain in effect until it is terminated under Section 17.2, except that no ISOs shall be granted on or after the 10th anniversaryof the later of (a) the date when the Board adopted the Plan or (b) the date when the Board adopted the most recent increase in thenumber of shares of Common Stock available under Article 3 which was approved by the Company’s stockholders. The Plan shallserve as the successor to the Predecessor Plan, and no further option grants shall be made under the Predecessor Plan after the Planeffective date. All options outstanding under the Predecessor Plan as of such date shall, immediately upon effectiveness of the Plan,remain outstanding in accordance with their terms. Each outstanding option under the Predecessor Plan shall continue to be governedsolely by the terms of the documents evidencing such option, and no provision of the Plan shall be deemed to affect or otherwisemodify the rights or obligations of the holders of such incorporated options with respect to their acquisition of shares of CommonStock, except that the vesting acceleration provisions of Article 10 relating to Change in Control as in effect prior to February 14, 2008shall remain applicable to the options incorporated from the Predecessor Plan.17.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. Anamendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws,regulations or rules. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or anyamendment thereof, shall not affect any Award previously granted under the Plan.ARTICLE XVIII. LIMITATION ON PAYMENTS.18.1 Scope of Limitation. This Article 18 shall apply to an Award only if: 11(a) The independent auditors most recently selected by the Board (the “Auditors”) determine that the after-taxvalue of such Award to the Participant, taking into account the effect of all federal, state and local income taxes, employment taxes andexcise taxes applicable to the Participant (including the excise tax under section 4999 of the Code), will be greater after the applicationof this Article 18 than it was before the application of this Article 18; or(b) The Committee, at the time of making an Award under the Plan or at any time thereafter, specifies inwriting that such Award shall be subject to this Article 18 (regardless of the after-tax value of such Award to the Participant).18.2 Application to Award. If this Article 18 applies to an Award, it shall supersede any contrary provision of thePlan or of any Award granted under the Plan.18.3 Basic Rule. In the event that the Auditors determine that any payment or transfer by the Company under the Planto or for the benefit of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes becauseof the provisions concerning “excess parachute payments” in section 280G of the Code, then the aggregate present value of allPayments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Article 18, the “Reduced Amount” shallbe the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing anyPayment to be nondeductible by the Company because of section 280G of the Code.18.4 Reduction of Payments. If the Auditors determine that any Payment would be nondeductible by the Companybecause of section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of thedetailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which andhow much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Paymentsequals the Reduced Amount) and shall advise the Company in writing of his or her election within 10 days of receipt of notice. If nosuch election is made by the Participant within such 10‑day period, then the Company may elect which and how much of thePayments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the ReducedAmount) and shall notify the Participant promptly of such election. For purposes of this Article 18, present value shall be determined inaccordance with section 280G(d)(4) of the Code. All determinations made by the Auditors under this Article 18 shall be binding uponthe Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. Aspromptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for thebenefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for thebenefit of the Participant in the future such amounts as become due to him or her under the Plan.18.5 Overpayments and Underpayments. As a result of uncertainty in the application of section 280G of the Codeat the time of an initial determination by the Auditors hereunder, it is possible that Payments will have been made by the Companywhich should not have been made (an “Overpayment”) or that additional Payments which will not have been made by the Companycould have been made (an “Underpayment”), consistent in each case with the calculation of the Reduced Amount hereunder. In theevent that the Auditors, based upon the assertion of a 12deficiency by the Internal Revenue Service against the Company or the Participant which the Auditors believe has a high probability ofsuccess, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participantwhich he or she shall repay to the Company, together with interest at the applicable federal rate provided in section 7872(f)(2) of theCode; provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such paymentwould not reduce the amount which is subject to taxation under section 4999 of the Code. In the event that the Auditors determine thatan Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of theParticipant, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code.18.6 Related Corporations. For purposes of this Article 18, the term “Company” shall include affiliated corporationsto the extent determined by the Auditors in accordance with section 280G(d)(5) of the Code.ARTICLE XIX. DEFINITIONS.19.1 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own notless than 50% of such entity.19.2 “Award” means any award of an Option, an SAR, a Restricted Share or a Stock Unit under the Plan.19.3 “Board” means the Company’s Board of Directors, as constituted from time to time.19.4 “Change in Control” shall mean:(a) The consummation of a merger or consolidation of the Company with or into another entity or any othercorporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation orother reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of theoutstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of suchcontinuing or surviving entity;(b) The sale, transfer or other disposition of all or substantially all of the Company’s assets;(c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directorsare directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute aChange in Control (the “original directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of atleast a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and thedirectors whose election or nomination was previously so approved; or 13(d) Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 underthe Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power representedby the Company’s then outstanding voting securities. For purposes of this Paragraph (d), the term “person” shall have the samemeaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude(i) a trustee or other fiduciary holdingsecurities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly orindirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of theCompany.A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or tocreate a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securitiesimmediately before such transaction.19.5 “Code” means the Internal Revenue Code of 1986, as amended.19.6 “Committee” means a committee of the Board, as described in Article 2.19.7 “Common Stock” means the common stock of the Company.19.8 “Company” means Equinix, Inc., a Delaware corporation.19.9 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, aSubsidiary or an Affiliate as an independent contractor. Service as a Consultant shall be considered employment for all purposes of thePlan, except as provided in Section 4.1.19.10 “Employee” means a common‑law employee of the Company, a Parent, a Subsidiary or an Affiliate.19.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended.19.12 “Exercise Price,” in the case of an Option, means the amount for which one share of Common Stock may bepurchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of anSAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one shareof Common Stock in determining the amount payable upon exercise of such SAR.19.13 “Fair Market Value” means the market price of one share of Common Stock, determined by the Committee ingood faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall bebased on the prices reported in The Wall Street Journal. Such determination shall be conclusive and binding on all persons.19.14 “ISO” means an incentive stock option described in section 422(b) of the Code. 1419.15 “NSO” means a stock option not described in sections 422 or 423 of the Code.19.16 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase shares of CommonStock.19.17 “Optionee” means an individual or estate who holds an Option or SAR.19.18 “Outside Director” shall mean a member of the Board who is not an Employee. Service as an Outside Directorshall be considered employment for all purposes of the Plan, except as provided in Section 4.1.19.19 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending withthe Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a dateafter the adoption of the Plan shall be considered a Parent commencing as of such date.19.20 “Participant” means an individual or estate who holds an Award.19.21 “Plan” means this Equinix, Inc. 2000 Equity Incentive Plan, as amended from time to time.19.22 “Predecessor Plan” means the Company’s existing 1998 Stock Option Plan.19.23 “Restricted Share” means a share of Common Stock awarded under the Plan.19.24 “Restricted Stock Agreement” means the agreement between the Company and the recipient of a RestrictedShare which contains the terms, conditions and restrictions pertaining to such Restricted Share.19.25 “SAR” means a stock appreciation right granted under the Plan.19.26 “SAR Agreement” means the agreement between the Company and an Optionee which contains the terms,conditions and restrictions pertaining to his or her SAR.19.27 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains theterms, conditions and restrictions pertaining to his or her Option.19.28 “Stock Unit” means a bookkeeping entry representing the equivalent of one share of Common Stock, asawarded under the Plan.19.29 “Stock Unit Agreement” means the agreement between the Company and the recipient of a Stock Unit whichcontains the terms, conditions and restrictions pertaining to such Stock Unit. 1519.30 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginningwith the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% ormore of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attainsthe status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 16Plan History12/4/07 Amendment to Section 3.21/31/08 Amendment to Section 11.12/14/08 Amendment to remove Section 10.24/12/12 Amendments to Sections 5.5, 5.6 and 7.611/25/14 Anti-dilutive adjustments to Section 3.1 resulting from Special Distribution (39,079 shares added to plan reserve). Refer toOARF dated December 31, 2014 for details.11/10/15 Anti-dilutive adjustments to Section 3.1 resulting from Special Distribution (31,440 shares added to plan reserve). Refer toOARF dated December 31, 2015 for details. 17Exhibit 10.3EQUINIX, INC. 2000 DIRECTOR OPTION PLAN (AS ADOPTED MAY 26, 2000)(AMENDED AND RESTATED ON JANUARY 1, 2003) (AMENDED ON DECEMBER 4, 2007 AND JANUARY 31, 2008)TABLE OF CONTENTSPageARTICLE 1. INTRODUCTION1ARTICLE 2. ADMINISTRATION12.1 Committee Composition12.2 Committee Responsibilities1ARTICLE 3. SHARES AVAILABLE FOR GRANTS13.1 Basic Limitation13.2 Additional Shares1ARTICLE 4. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS24.1 Eligibility24.2 Initial Grants at IPO24.3 Initial Grants after IPO24.4 Annual Grants24.5 Accelerated Exercisability24.6 Exercise Price24.7 Term24.8 Affiliates of Non-Employee Directors24.9 Stock Option Agreement3ARTICLE 5. PAYMENT FOR OPTION SHARES35.1 Cash35.2 Surrender of Stock35.3 Exercise/Sale35.4 Other Forms of Payment3ARTICLE 6. PROTECTION AGAINST DILUTION36.1 Adjustments36.2 Dissolution or Liquidation46.3 Reorganizations4ARTICLE 7. LIMITATION ON RIGHTS47.1 Stockholders’ Rights47.2 Regulatory Requirements47.3 Withholding Taxes4ARTICLE 8. FUTURE OF THE PLAN48.1 Term of the Plan48.2 Amendment or Termination5ARTICLE 9. DEFINITIONS5 iExhibit 10.3EQUINIX, INC.2000 DIRECTOR OPTION PLAN1.ARTICLE 1. INTRODUCTION.The Plan was adopted by the Board to be effective at the effectiveness of the IPO. The purpose of the Plan is topromote the long-term success of the Company and the creation of stockholder value by (a) encouraging Non-Employee Directors tofocus on critical long-range objectives, (b) encouraging the attraction and retention of Non-Employee Directors with exceptionalqualifications and (c) linking Non-Employee Directors directly to stockholder interests through increased stock ownership. The Planseeks to achieve this purpose by providing for automatic and non-discretionary grants of Options to Non-Employee Directors.The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except theirchoice-of-law provisions).2. ARTICLE 2. ADMINISTRATION.2.1 Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist exclusively oftwo or more directors of the Company, who shall be appointed by the Board. In addition, the composition of the Committee shallsatisfy such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended toqualify for exemption under Rule 16b‑3 (or its successor) under the Exchange Act.2.2 Committee Responsibilities. The Committee shall interpret the Plan and make all decisions relating to the operation ofthe Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee’sdeterminations under the Plan shall be final and binding on all persons.3. ARTICLE 3. SHARES AVAILABLE FOR GRANTS.3.1 Basic Limitation. Shares of Common Stock issued pursuant to the Plan may be authorized but unissued shares or treasuryshares. The aggregate number of shares of Common Stock subject to Options granted under the Plan shall not exceed (a) 200,963 plus(b) the additional shares of Common Stock described in Section 3.2. The limitations of this Section 3.1 shall be subject to adjustmentpursuant to Article 6.3.2 Additional Shares. If Options are forfeited or terminate for any other reason before being exercised, then the shares ofCommon Stock subject to such Options shall again become available for the grant of Options under the Plan. On January 1 of eachyear, commencing with January 1, 2001 and continuing through January 1, 2010, the aggregate number of shares of Stock availablefor purchase during the life of the Plan shall automatically be increased by 50,000 shares (subject to adjustment pursuant to Article 6). 14. ARTICLE 4. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS.4.1 Eligibility. Only Non-Employee Directors shall be eligible for the grant of Options under the Plan.4.2 Initial Grants at IPO. Each Non-Employee Director who is a member of the Board on the date of the IPO shall receive aone-time grant of an Option covering 40,000 shares of Common Stock (subject to adjustment under Article 6). Such Option shall begranted on the effective date of the IPO and shall become exercisable for 25% of the shares upon the optionee’s completion of 12months of service from the date of grant and as to the balance of the shares in annual installments over the three-year period thereafter.A Non-Employee Director who previously was an Employee or who previously received a stock option grant in the same year as theIPO shall not receive a grant under this Section 4.2.4.3 Initial Grants After IPO. Each Non-Employee Director who first becomes a member of the Board after the date of theIPO shall receive a one-time grant of an Option covering 7,000 shares of Common Stock (subject to adjustment under Article 6). SuchOption shall be granted on the date when such Non-Employee Director first joins the Board and shall become exercisable for 25% ofthe shares upon the optionee’s completion of 12 months of service from the date of grant and as to the balance of the shares in annualinstallments over the three-year period thereafter. A Non-Employee Director who previously was an Employee shall not receive agrant under this Section 4.3.4.4 Annual Grants. Upon the conclusion of each regular annual meeting of the Company’s stockholders held in the year2001 or thereafter, each Non-Employee Director who will continue serving as a member of the Board thereafter shall receive anOption covering 2,500 shares of Common Stock (subject to adjustment under Article 6), except that such Option shall not be grantedin the calendar year in which the same Non-Employee Director received the Option described in Section 4.2 or Section 4.3. Optionsgranted under this Section 4.4 shall become exercisable in full on the first anniversary of the date of grant. A Non-Employee Directorwho previously was an Employee shall be eligible to receive grants under this Section 4.4.4.5 Accelerated Exercisability. All Options granted to a Non-Employee Director under this Article 4 shall also becomeexercisable in full in the event of a Change in Control with respect to the Company.4.6 Exercise Price. The Exercise Price under all Options granted to a Non-Employee Director under this Article 4 shall beequal to 100% of the Fair Market Value of a share of Common Stock on the date of grant, payable in one of the forms described inArticle 5.4.7 Term. All Options granted to a Non-Employee Director under this Article 4 shall terminate on the earliest of (a) the 10thanniversary of the date of grant, or (b) the date 12 months after the termination of such Non-Employee Director’s service for anyreason. 24.8 Affiliates of Non-Employee Directors. The Committee may provide that the Options that otherwise would be granted toa Non-Employee Director under this Article 4 shall instead be granted to an affiliate of such Non-Employee Director. Such affiliateshall then be deemed to be a Non-Employee Director for purposes of the Plan, provided that the service-related vesting and terminationprovisions pertaining to the Options shall be applied with regard to the service of the Non-Employee Director.4.9 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreementbetween the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to anyother terms that are not inconsistent with the Plan.5. ARTICLE 5. PAYMENT FOR OPTION SHARES.5.1 Cash. All or any part of the Exercise Price may be paid in cash or cash equivalents.5.2 Surrender of Stock. All or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of,shares of Common Stock that are already owned by the Optionee. Such shares of Common Stock shall be valued at their Fair MarketValue on the date when the new shares of Common Stock are purchased under the Plan. The Optionee shall not surrender, or attest tothe ownership of, shares of Common Stock in payment of the Exercise Price if such action would cause the Company to recognizecompensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.5.3 Exercise/Sale. All or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a formprescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the shares ofCommon Stock being purchased under the Plan and to deliver all or part of the sales proceeds to the Company.5.4 Other Forms of Payment. At the sole discretion of the Committee, all or any part of the Exercise Price and anywithholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules.6. ARTICLE 6. PROTECTION AGAINST DILUTION.6.1 Adjustments. In the event of a subdivision of the outstanding shares of Common Stock, a declaration of a dividendpayable in Common Stock or a combination or consolidation of the outstanding shares of Common Stock (by reclassification orotherwise) into a lesser number of shares of Common Stock, corresponding adjustments shall automatically be made in each of thefollowing: (a) the number of shares of Common Stock available for future grants under Article 3, (b) the number of Options to begranted to Non-Employee Directors under Article 4, (c) the number of shares of Common Stock covered by each outstanding Optionand (d) the Exercise Price under each outstanding Option. In the event of a declaration of an extraordinary dividend payable in a formother than Common Stock in an amount that has a material effect on the price of shares of Common Stock, a recapitalization, a spin-offor a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of theforegoing. 3Except as provided in this Article 6, an Optionee shall have no rights by reason of any issue by the Company of stock of any class orsecurities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stockdividend or any other increase or decrease in the number of shares of stock of any class.6.2 Dissolution or Liquidation. To the extent not previously exercised, Options shall terminate immediately prior to thedissolution or liquidation of the Company.6.3 Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstanding Options shallbe subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of the outstandingOptions by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding Options by the survivingcorporation or its parent or subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its own options forthe outstanding Options, or (d) settlement of the full value of the outstanding Options in cash or cash equivalents followed bycancellation of such Options.7. ARTICLE 7. LIMITATION ON RIGHTS.7.1 Stockholders’ Rights. An Optionee shall have no dividend rights, voting rights or other rights as a stockholder withrespect to any shares of Common Stock covered by his or her Option prior to the time he or she becomes entitled to receive such sharesof Common Stock by filing a notice of exercise and paying the Exercise Price. No adjustment shall be made for cash dividends orother rights for which the record date is prior to such time, except as expressly provided in the Plan.7.2 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issueshares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations and such approval by anyregulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of shares of CommonStock pursuant to any Option prior to the satisfaction of all legal requirements relating to the issuance of such shares of CommonStock, to their registration, qualification or listing or to an exemption from registration, qualification or listing.7.3 Withholding Taxes. To the extent required by applicable federal, state, local or foreign law, an Optionee or his or hersuccessor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise inconnection with the Plan. The Company shall not be required to issue any shares of Common Stock or make any cash payment underthe Plan until such obligations are satisfied.8. ARTICLE 8. FUTURE OF THE PLAN.8.1 Term of the Plan. The Plan, as set forth herein, shall become effective on effectiveness of the IPO. The Plan shall remainin effect until it is terminated under Section 8.2. 48.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. Anamendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws,regulations or rules. No Options shall be granted under the Plan after the termination thereof. The termination of the Plan, or anyamendment thereof, shall not affect any Option previously granted under the Plan. The Plan was amended and restated effectiveJanuary 1, 2003 to reflect partial adjustments approved by the Board on December 30, 2002 in connection with a reverse stock spliteffected on that date.9. ARTICLE 9. DEFINITIONS.9.1 “Board” means the Company’s Board of Directors, as constituted from time to time.9.2 “Change in Control” means:(a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporatereorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or otherreorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of theoutstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of suchcontinuing or surviving entity;(b) The sale, transfer or other disposition of all or substantially all of the Company’s assets;(c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors aredirectors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute aChange in Control (the “original directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of atleast a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and thedirectors whose election or nomination was previously so approved; or(d) Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented bythe Company’s then outstanding voting securities. For purposes of this Subsection (d), the term “person” shall have the same meaningas when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities underan employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by thestockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporationor to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’ssecurities immediately before such transaction. 59.3 “Code” means the Internal Revenue Code of 1986, as amended.9.4 “Committee” means a committee of the Board, as described in Article 2.9.5 “Common Stock” means the common stock of the Company.9.6 “Company” means Equinix, Inc., a Delaware corporation.9.7 “Employee” means a common‑law employee of the Company, a Parent or a Subsidiary.9.8 “Exchange Act” means the Securities Exchange Act of 1934, as amended.9.9 “Exercise Price” means the amount for which one share of Common Stock may be purchased upon exercise of suchOption, as specified in the applicable Stock Option Agreement.9.10 “Fair Market Value” means the market price of shares of Common Stock, determined by the Committee in good faithon such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based onthe prices reported in The Wall Street Journal. In the case of options granted on the effectiveness of the IPO, means the price at whichone share of stock is offered to the public. Such determination shall be conclusive and binding on all persons.9.11 “IPO” means the initial offering of common stock of the Company to the public pursuant to a registration statement filedby the Company with the Securities and Exchange Commission.9.12 “Non-Employee Director” means a member of the Board who is not an Employee.9.13 “Option” means an option granted under the Plan and entitling the holder to purchase shares of Common Stock. Optionsdo not qualify as incentive stock options described in section 422(b) of the Code.9.14 “Optionee” means an individual or estate who holds an Option.9.15 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with theCompany, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting powerof all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after theadoption of the Plan shall be considered a Parent commencing as of such date.9.16 “Plan” means this Equinix, Inc. 2000 Director Option Plan, as amended from time to time.9.17 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms,conditions and restrictions pertaining to his or her Option. 69.18 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with theCompany, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of thetotal combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the statusof a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 7Exhibit 10.4EQUINIX, INC. 2001 SUPPLEMENTAL STOCK PLAN (AS ADOPTED SEPTEMBER 26, 2001)(AMENDED ON JANUARY 31, 2008 AND FEBRUARY 14, 2008)TABLE OF CONTENTSPageARTICLE I. INTRODUCTION1ARTICLE II. ADMINISTRATION12.1 Committee Composition12.2 Committee Responsibilities1ARTICLE III. SHARES AVAILABLE FOR GRANTS13.1 Basic Limitation13.2 Additional Shares13.3 Dividend Equivalents1ARTICLE IV. ELIGIBILITY24.1 Other Grants2ARTICLE V. OPTIONS25.1 Stock Option Agreement25.2 Number of Shares25.3 Exercise Price25.4 Exercisability and Term25.5 Modification or Assumption of Options25.6 Buyout Provisions2ARTICLE VI. PAYMENT FOR OPTION SHARES26.1 General Rule36.2 Surrender of Stock36.3 Exercise/Sale36.4 Exercise/Pledge36.5 Promissory Note36.6 Other Forms of Payment3ARTICLE VII. RESTRICTED SHARES37.1 Restricted Stock Agreement37.2 Payment for Awards37.3 Vesting Conditions47.4 Voting and Dividend Rights4ARTICLE VIII. CHANGE IN CONTROL4ARTICLE IX. PROTECTION AGAINST DILUTION49.1 Adjustments49.2 Dissolution or Liquidation5 i9.3 Reorganizations5ARTICLE X. DEFERRAL OF AWARDS5ARTICLE XI. LIMITATION ON RIGHTS511.1 Retention Rights611.2 Stockholders’ Rights611.3 Regulatory Requirements6ARTICLE XII. WITHHOLDING TAXES612.1 General612.2 Share Withholding6ARTICLE XIII. FUTURE OF THE PLAN613.1 Term of the Plan613.2 Amendment or Termination6ARTICLE XIV. DEFINITIONS7 iiEQUINIX, INC. 2001 Supplemental Stock PlanARTICLE I.INTRODUCTION.The Plan was adopted by the Board to be effective on September 26, 2001. The purpose of the Plan is to promote thelong-term success of the Company and the creation of stockholder value by (a) encouraging Employees and Consultants to focus oncritical long-range objectives, (b) encouraging the attraction and retention of Employees and Consultants with exceptionalqualifications, and (c) linking Employees and Consultants directly to stockholder interests through increased stock ownership. The Planseeks to achieve this purpose by providing for awards in the form of Restricted Shares or Options (which shall be nonstatutory stockoptions).The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except theirchoice-of-law provisions).ARTICLE II. ADMINISTRATION.2.1 Committee Composition. The Plan shall be administered by the Committee. The Committee shall consistexclusively of one or more directors of the Company, who shall be appointed by the Board.2.2 Committee Responsibilities. The Committee shall (a) select the Employees and Consultants who are to receiveawards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such awards,(c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules orguidelines as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding onall persons.ARTICLE III. SHARES AVAILABLE FOR GRANTS.3.1 Basic Limitation. Shares of Common Stock issued pursuant to the Plan may be authorized but unissued shares ortreasury shares or re-acquired shares. The aggregate number of Options and Restricted Shares awarded under the Plan shall not exceed(a) 1,494,275, plus (b) the additional shares of Common Stock described in Sections 3.2 and 3.3. The limitations of this Section 3.1and Section 3.2 shall be subject to adjustment pursuant to Article 9.3.2 Additional Shares. If Restricted Shares or shares of Common Stock issued upon the exercise of Options areforfeited, then such shares of Common Stock shall again become available for awards under the Plan. If Options are forfeited orterminate for any other reason before being exercised, then the corresponding shares of Common Stock shall again become availablefor awards under the Plan.3.3 Dividend Equivalents. Any dividend equivalents paid or credited under the Plan shall not be applied against thenumber of Restricted Shares or Options available for awards. 1ARTICLE IV. ELIGIBILITY.4.1 Other Grants. Employees and Consultants shall be eligible for the grant of Restricted Shares and NSOs. OutsideDirectors and Executive Officers shall not be eligible for awards under the Plan.ARTICLE V. OPTIONS.5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock OptionAgreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may besubject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Option Agreements entered intounder the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation. AStock Option Agreement may provide that a new Option will be granted automatically to the Optionee when he or she exercises aprior Option and pays the Exercise Price in the form described in Section 6.2.5.2 Number of Shares. Each Stock Option Agreement shall specify the number of shares of Common Stock subjectto the Option and shall provide for the adjustment of such number in accordance with Article 9.5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Priceunder an NSO shall in no event be less than 85% of the Fair Market Value of a Common Share on the date of grant. A Stock OptionAgreement may specify an Exercise Price that varies in accordance with a predetermined formula while the NSO is outstanding.5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or anyinstallment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option. A StockOption Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or otherevents and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service.5.5 Modification or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extendor assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by anotherissuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price.The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rightsor obligations under such Option.5.6 Buyout Provisions. The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalentsan Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such timeand based upon such terms and conditions as the Committee shall establish.ARTICLE VI. PAYMENT FOR OPTION SHARES. 26.1 General Rule. The entire Exercise Price of shares of Common Stock issued upon exercise of Options shall bepayable in cash or cash equivalents at the time when such shares of Common Stock are purchased and the Committee may at any timeaccept payment in any form(s) described in this Article 6.6.2 Surrender of Stock. To the extent that this Section 6.2 is applicable, all or any part of the Exercise Price may bepaid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such sharesof Common Stock shall be valued at their Fair Market Value on the date when the new shares of Common Stock are purchased underthe Plan. The Optionee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Exercise Price ifsuch action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to theOption for financial reporting purposes.6.3 Exercise/Sale. To the extent that this Section 6.3 is applicable, all or any part of the Exercise Price and anywithholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to a securities brokerapproved by the Company to sell all or part of the shares of Common Stock being purchased under the Plan and to deliver all or part ofthe sales proceeds to the Company.6.4 Exercise/Pledge. To the extent that this Section 6.4 is applicable, all or any part of the Exercise Price and anywithholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to pledge all or part ofthe shares of Common Stock being purchased under the Plan to a securities broker or lender approved by the Company, as security fora loan, and to deliver all or part of the loan proceeds to the Company.6.5 Promissory Note. To the extent that this Section 6.5 is applicable, all or any part of the Exercise Price and anywithholding taxes may be paid by delivering (on a form prescribed by the Company) a full-recourse promissory note. However, the parvalue of the shares of Common Stock being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents.6.6 Other Forms of Payment. To the extent that this Section 6.6 is applicable, all or any part of the Exercise Priceand any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules.ARTICLE VII. RESTRICTED SHARES.7.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a RestrictedStock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Planand may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted StockAgreements entered into under the Plan need not be identical.7.2 Payment for awards. Subject to the following sentence, Restricted Shares may be sold or awarded under the Planfor such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, full-recourse promissorynotes, past services 3and future services. To the extent that an award consists of newly issued Restricted Shares, the consideration shall consist exclusivelyof cash, cash equivalents or past services rendered to the Company (or a Parent or Subsidiary) or, for the amount in excess of the parvalue of such newly issued Restricted Shares, full-recourse promissory notes, as the Committee may determine.7.3 Vesting Conditions. Each award of Restricted Shares may or may not be subject to vesting. Vesting shall occur,in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted StockAgreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events.7.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the samevoting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that theholders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shallbe subject to the same conditions and restrictions as the award with respect to which the dividends were paid.ARTICLE VIII. CHANGE IN CONTROL.In the event of any Change in Control, each outstanding award shall automatically accelerate so that each such awardshall, immediately prior to the effective date of the Change in Control, become fully exercisable for all of the shares of Common Stockat the time subject to such award and may be exercised for any or all of those shares as fully-vested shares of Common Stock.However, an outstanding award shall not so accelerate if and to the extent such award is, in connection with the Change in Control,either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable award for shares of thecapital stock of the successor corporation (or parent thereof). The determination of award comparability shall be made by the PlanAdministrator, and its determination shall be final, binding and conclusive.The vesting acceleration provisions of Section 8.2 as in effect prior to February 14, 2008 shall remain applicable toawards granted prior to such dateARTICLE IX. PROTECTION AGAINST DILUTION.9.1 Adjustments. In the event of a subdivision of the outstanding shares of Common Stock, a declaration of adividend payable in Common Stock or a combination or consolidation of the outstanding shares of Common Stock (by reclassificationor otherwise) into a lesser number of shares of Common Stock, corresponding adjustments shall automatically be made in each of thefollowing:(a) The number of Options or Restricted Shares available for future awards under Article 3;(b) The number of shares of Common Stock covered by each outstanding Option; and 4(c) The Exercise Price under each outstanding Option.In the event of a declaration of an extraordinary dividend payable in a form other than Common Stock in an amount that has a materialeffect on the price of shares of Common Stock, a recapitalization, a spin-off or a similar occurrence, the Committee shall make suchadjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article 9, aParticipant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock ofany class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase ordecrease in the number of shares of stock of any class.9.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options shall terminate immediatelyprior to the dissolution or liquidation of the Company.9.3 Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstanding awardsshall be subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of the outstandingawards by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding awards by the survivingcorporation or its parent or subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its own awards forthe outstanding awards, (d) full exercisability or vesting and accelerated expiration of the outstanding awards or (e) settlement of thefull value of the outstanding awards in cash or cash equivalents followed by cancellation of such awards.ARTICLE X. DEFERRAL OF AWARDS.The Committee (in its sole discretion) may permit or require a Participant to have shares of Common Stock thatotherwise would be delivered to such Participant as a result of the exercise of an Option converted into amounts credited to a deferredcompensation account established for such Participant by the Committee as an entry on the Company’s books. Such amounts shall bedetermined by reference to the Fair Market Value of such shares of Common Stock as of the date when they otherwise would havebeen delivered to such Participant.A deferred compensation account established under this Article 10 may be credited with interest or other forms ofinvestment return, as determined by the Committee. A Participant for whom such an account is established shall have no rights otherthan those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of theCompany and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. Ifthe deferral or conversion of awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures andforms pertaining to such awards, including (without limitation) the settlement of deferred compensation accounts established under thisArticle 10.ARTICLE XI. LIMITATION ON RIGHTS. 511.1 Retention Rights. Neither the Plan nor any award granted under the Plan shall be deemed to give any individuala right to remain an Employee or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminatethe service of any Employee, or Consultant at any time, with or without cause, subject to applicable laws, the Company’s certificate ofincorporation and by-laws and a written employment agreement (if any).11.2 Stockholders’ Rights. A Participant shall have no dividend rights, voting rights or other rights as a stockholderwith respect to any shares of Common Stock covered by his or her award prior to the time when a stock certificate for such shares ofCommon Stock is issued or, if applicable, the time when he or she becomes entitled to receive such shares of Common Stock by filingany required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rightsfor which the record date is prior to such time, except as expressly provided in the Plan.11.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company toissue shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations and such approval by anyregulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of shares of CommonStock pursuant to any award prior to the satisfaction of all legal requirements relating to the issuance of such shares of Common Stock,to their registration, qualification or listing or to an exemption from registration, qualification or listing.ARTICLE XII. WITHHOLDING TAXES.12.1 General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or hersuccessor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise inconnection with the Plan. The Company shall not be required to issue any shares of Common Stock or make any cash payment underthe Plan until such obligations are satisfied.12.2 Share Withholding. The Committee may permit a Participant to satisfy all or part of his or her withholding orincome tax obligations by having the Company withhold all or a portion of any shares of Common Stock that otherwise would beissued to him or her or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired. Such sharesof Common Stock shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash.ARTICLE XIII. FUTURE OF THE PLAN.13.1 Term of the Plan. The Plan, as set forth herein, shall become effective on September 26, 2001. The Plan shallremain in effect until it is terminated under Section 13.2.13.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. Anamendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws,regulations or rules. 6No awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shallnot affect any award previously granted under the Plan.ARTICLE XIV. DEFINITIONS.14.1 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own notless than 50% of such entity.14.2 “Board” means the Company’s Board of Directors, as constituted from time to time.14.3 “Change in Control” shall mean:(a) The consummation of a merger or consolidation of the Company with or into another entity or any othercorporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation orother reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of theoutstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of suchcontinuing or surviving entity;(b) The sale, transfer or other disposition of all or substantially all of the Company’s assets;(c) A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directorsare directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute aChange in Control (the “original directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of atleast a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and thedirectors whose election or nomination was previously so approved; or(d) Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 underthe Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power representedby the Company’s then outstanding voting securities. For purposes of this Paragraph (d), the term “person” shall have the samemeaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude(i) a trustee or other fiduciary holdingsecurities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly orindirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of theCompany.A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or tocreate a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securitiesimmediately before such transaction. 714.4 “Code” means the Internal Revenue Code of 1986, as amended.14.5 “Committee” means a committee of the Board, as described in Article 2.14.6 “Common Stock” means the common stock of the Company.14.7 “Company” means Equinix, Inc., a Delaware corporation.14.8 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, aSubsidiary or an Affiliate as an independent contractor. Service as a Consultant shall be considered employment for all purposes of thePlan, except as provided in Section 4.1.14.9 “Employee” means a common‑law employee of the Company, a Parent, a Subsidiary or an Affiliate.14.10 “Exchange Act” means the Securities Exchange Act of 1934, as amended.14.11 “Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchasedupon exercise of such Option, as specified in the applicable Stock Option Agreement.14.12 “Executive Officer” means an officer of the Company who is subject to the short-swing profit rules underSection 16 of the Exchange Act.14.13 “Fair Market Value” means the market price of one share of Common Stock, determined by the Committee ingood faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall bebased on the prices reported in The Wall Street Journal. Such determination shall be conclusive and binding on all persons.14.14 “NSO” means a stock option not described in sections 422 or 423 of the Code.14.15 “Option” means an NSO granted under the Plan and entitling the holder to purchase shares of Common Stock.14.16 “Optionee” means an individual or estate who holds an Option.14.17 “Outside Director” shall mean a member of the Board who is not an Employee.14.18 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending withthe Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a dateafter the adoption of the Plan shall be considered a Parent commencing as of such date. 814.19 “Plan” means this Equinix, Inc. 2001 Supplemental Stock Plan, as amended from time to time.14.20 “Restricted Share” means a Common Share awarded under the Plan.14.21 “Restricted Stock Agreement” means the agreement between the Company and the recipient of a RestrictedShare which contains the terms, conditions and restrictions pertaining to such Restricted Share.14.22 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains theterms, conditions and restrictions pertaining to his or her Option.14.23 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginningwith the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% ormore of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attainsthe status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 9Exhibit 10.39EXECUTION VERSIONTHIRD AMENDMENT TO CREDIT AGREEMENT ANDSECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENTThis THIRD AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO PLEDGE ANDSECURITY AGREEMENT, dated as of December 22, 2016 (this “Amendment”), is entered into by and among EQUINIX, INC.,a Delaware corporation (“Equinix” or the “Borrower”), the Guarantors, each “Lender” (as such term is defined in the CreditAgreement referred to below) party hereto (collectively, the “Lenders” and each individually, a “Lender”), and BANK OFAMERICA, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein which are defined in the CreditAgreement shall have the same respective meanings herein as therein.WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative Agent, and certain other parties thereto, are partiesto that certain Credit Agreement, dated as of December 17, 2014 (as amended, amended and restated, supplemented or otherwisemodified and in effect from time to time, the “Credit Agreement”), pursuant to which the Lenders agreed to make Loans andparticipate in Letters of Credit issued by the L/C Issuer, all upon the terms and subject to the conditions set forth therein; andWHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to, among other things, provide foradditional term B loans in an aggregate principal amount of up to €1,000,000,000 pursuant to Section 2.13 of the Credit Agreement,and the Lenders are willing to do so on the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:§ 1. Amendments to the Credit Agreement.1.01. Subject to Section 3 below, and in reliance on the representations and warranties of the Loan Parties set forth herein,pursuant to Section 10.01 of the Credit Agreement, the Credit Agreement is hereby amended to delete the stricken text (indicatedtextually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in thesame manner as the following example: double-underlined text) as set forth in the Credit Agreement attached as Exhibit A hereto.1.02. Solely as such Schedule 2.01 to the Credit Agreement relates to the Term B-2 Commitments, such Schedule is herebyamended and restated in the form set forth in the corresponding Schedule attached in Exhibit B hereto (which Schedule shall becompleted by the Administrative Agent on the date that the conditions to effectiveness set forth in Section 3.04 below are satisfied (the“Term B-2 Effective Date”) with the name and the1amount of the Term B-2 Commitment of each Term B-2 Lender on the Term B-2 Effective Date without necessitating the consent ofany Lender other than such Term B-2 Lender).1.03. Schedule 5.13 to the Credit Agreement is hereby amended and restated in its entirety in the form set forth in thecorresponding Schedule attached in Exhibit C hereto.1.04. Exhibit C-6 (Form of Term B-2 Note) is hereby added to the Credit Agreement in the form set forth in thecorresponding Exhibit attached as Exhibit D hereto.1.05. Exhibit D (Form of Compliance Certificate) to the Credit Agreement is hereby amended and restated in its entirety in theform set forth in the corresponding Exhibit attached as Exhibit E hereto.§ 2. Amendments to Pledge and Security Agreement. Subject to Section 3 below, and in reliance on the representationsand warranties of the Loan Parties set forth herein, pursuant to Section 10.01 of the Credit Agreement, Section 1(c) of the Pledge andSecurity Agreement is hereby amended by amending and restating the following definitions in their entirety as follows:“Excluded Equity” means (a) any Equity Interests in excess of 66% of the outstanding Voting Equity Interests of anySubsidiary that is a (i) Foreign Subsidiary Holdco, (ii) CFC or (iii) Foreign Subsidiary that is a “disregarded entity” under theCode and through which a CFC is owned directly or indirectly and (b) prior to the consummation of the transactionscontemplated in Section 7.05(q) of the Credit Agreement, any Equity Interests in NY3, unless and until this Agreement issupplemented to include such Equity Interests in the Collateral pursuant to Schedule 6.17 to the Credit Agreement.“Pledged Foreign Subsidiaries” means each of (a) Equinix Pacific LLC, a Delaware limited liability company, (b) EquinixSouth America Holdings, LLC, a Delaware limited liability company, (c) until the consummation of the transactionscontemplated in Section 7.05(q) of the Credit Agreement, EQIX (Global Holdings), (d) Equinix Canada Ltd., a companyorganized under the laws of the Province of Ontario, Canada, (e) after the consummation of the transactions contemplated inSection 7.05(q) of the Credit Agreement, NY3, and (f) any other Foreign Subsidiary or Foreign Subsidiary Holdco from timeto time whose Equity Interests have been pledged hereunder by a Grantor, and identified as a “Pledged Foreign Subsidiary” onSchedule II (as updated from time to time).§ 3. Conditions to Effectiveness.3.01. This Amendment and the amendments to the Credit Agreement and the Pledge and Security Agreement contained inSections 1 and 2 hereof, other than the amendments to the provisions of the Credit Agreement noted in Sections 3.02, 3.03 and 3.042below, shall become effective as of the date hereof (the “Third Amendment Effective Date”) upon the satisfaction of each of thefollowing conditions, in each case in a manner satisfactory in form and substance to the Administrative Agent:(a) This Amendment shall have been duly executed and delivered by the Borrower, the other Loan Parties, and theAdministrative Agent and consented to by the Required Lenders;(b) The Administrative Agent shall have received (i) lien search results, dated as of a recent date, together with copies of alleffective Uniform Commercial Code financing statements that name any Loan Party as debtor, (ii) evidence that all insurance requiredto be maintained pursuant to the Loan Documents has been obtained and is in effect and (iii) such documents and certifications as theAdministrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower isvalidly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation ofproperties 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;(c) The Administrative Agent shall have received a certificate from a Responsible Officer of each of the Loan Parties (i)attesting to the resolutions of such Person’s Board of Directors (or equivalent) and, if necessary, shareholders (or equivalent) of suchPerson, authorizing its execution, delivery, and performance of this Amendment and any other Loan Documents referenced herein towhich such Person is to become a party, (ii) authorizing specific officers of such Person to execute the same, (iii) attesting to theincumbency and signatures of such specific officers of such Person, and (iv) certifying as true, correct and complete, copies of suchPerson’s Organization Documents, as amended, modified, or supplemented to the date hereof (or, alternatively, if certifiedOrganization Documents had been previously delivered to the Administrative Agent, then a certification from such Person that therehave been no changes or other modifications to such Organization Documents since the date previously delivered to the AdministrativeAgent);(d) The Administrative Agent shall have received from the Borrower a certificate signed by a Responsible Officer of theBorrower certifying that (A) before and after giving effect to this Amendment, the conditions specified in Sections 3.01(h) and (i) havebeen satisfied; (B) before and after giving effect to this Amendment, the representations and warranties contained in Article V of theCredit Agreement and the other Loan Documents are true and correct on and as of the Third Amendment Effective Date, except to theextent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of suchearlier date, and except that for purposes of this subclause (B), the representations and warranties contained in subsections (a) and (b)of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and(b), respectively, of Section 6.01 of the Credit Agreement; and3(C) there is not any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court orbefore any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;(e) The Administrative Agent shall have received a favorable opinion of Orrick, Herrington & Sutcliffe LLP, counsel to theLoan Parties, addressed to the Administrative Agent and each Lender and in form and substance satisfactory to the AdministrativeAgent;(f) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent andthe Left Lead Arranger (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the datehereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees,charges and disbursements incurred or to be incurred by it through the closing proceedings of this Amendment (provided that suchestimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent);(g) The Borrower shall have (i) paid any fees required to be paid to the Administrative Agent, any Joint Lead Arranger or theLenders on or before the Third Amendment Effective Date, including, without limitation, any fees to Lenders as shall have beenseparately agreed upon in writing in the amounts so specified, or (ii) arranged for the payment of such fees with the AdministrativeAgent, each Joint Lead Arranger and each Lender, as applicable, on terms satisfactory to the Administrative Agent, such Joint LeadArranger and such Lender, as applicable;(h) There shall not have occurred any event or circumstance since December 31, 2015 that has had or could be reasonablyexpected to have, either individually or in the aggregate, a Material Adverse Effect;(i) No Default or Event of Default shall exist, or would result from the effectiveness of this Amendment on the ThirdAmendment Effective Date;(j) The Borrower shall have used commercially reasonable efforts to obtain ratings of the Term B-2 Facility from S&P andMoody’s;(k) Before and after giving effect to this Amendment, the representations and warranties contained in Article V of the CreditAgreement and the other Loan Documents are true and correct in all material respects on and as of the Third Amendment EffectiveDate, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representationsand 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, and except that for purposes of thisSection 3.01(k), the representations and4warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recentstatements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; and(l) Delivery of such other items, documents, agreements and/or actions (including financial projections, audits, reports, otherfinancial information and certifications) as the Administrative Agent may reasonably request in order to effectuate the transactionscontemplated hereby.3.02. The following amendments to the Credit Agreement, each contained in the amended Credit Agreement attached heretoas Exhibit A, shall become effective as of the date on which this Amendment shall have been duly executed and delivered (orconsented to) by each Dollar Term B-1 Lender:(a) the amendments contained in subclauses (a)(i) and (a)(ii) of the definition of “Applicable Margin”;(b) the amendment contained in subclause (w)(A) of the definition of “Eurocurrency Rate”; and(c) the amendments contained in Section 2.04(d), solely to the extent such amendments relate to the Dollar Term B-1 Loans.3.03. The following amendments to the Credit Agreement, each contained in the amended Credit Agreement attached heretoas Exhibit A, shall become effective as of the date on which this Amendment shall have been duly executed and delivered (orconsented to) by each Sterling Term B-1 Lender:(a) the amendment contained in subclause (a)(iii) of the definition of “Applicable Margin”;(b) the amendment contained in subclause (w)(B) of the definition of “Eurocurrency Rate”; and(c) the amendments contained in Section 2.04(d), solely to the extent such amendments relate to the Sterling Term B-1 Loans.3.04. The amendment contained in Section 1.02 shall become effective upon the satisfaction of each of the followingconditions:(a) the Borrower shall have acknowledged in writing its acceptance of a written notice given to the Borrower by theAdministrative Agent (the “Term B-2 Facility Pricing Notice”) setting forth (i) the Applicable Margin, any Eurocurrency Rate “floor”and any original issue discount that shall apply to the Term B-2 Facility and (ii) a completed version5of Schedule 2.01 setting forth the name and the amount of the Term B-2 Commitment of each Term B-2 Lender; and(b) this Amendment shall have been duly executed and delivered (or consented to) by each Term B-2 Lender.§ 4. FATCA. For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act(“FATCA”), from and after the Third Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and theLenders hereby authorize the Administrative Agent to treat) the Loans as not qualifying as a “grandfathered obligation” within themeaning of Treasury Regulation Section 1.1471-2(b)(2)(i).§ 5. Representations and Warranties; No Default. Each of the Loan Parties hereby repeats, on and as of the date hereof,each of the representations and warranties made by it in the Credit Agreement and each other Loan Document (except to the extent ofchanges resulting from transactions contemplated or permitted by this Amendment, the Credit Agreement and the other LoanDocuments, and to the extent that such representations and warranties relate expressly to an earlier date), provided that all referencestherein to the Credit Agreement or to the Pledge and Security Agreement shall refer to the Credit Agreement or to the Pledge andSecurity Agreement, as applicable, as amended hereby. In addition, each of the Loan Parties hereby represents and warrants that theexecution and delivery by such Person of this Amendment and the performance by such Person of all of its agreements and obligationsunder the Credit Agreement and under the Pledge and Security Agreement as amended hereby are within the corporate or otherorganizational authority of such Person and have been duly authorized by all necessary corporate or other organizational action on thepart of such Person. The execution and delivery of this Amendment will result in valid and legally binding obligations of such LoanParty, enforceable against such Loan Party in accordance with its terms, except as limited by bankruptcy, insolvency or other laws ofgeneral application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. Each of theLoan Parties hereby further represents and warrants that no Default or Event of Default has occurred and is continuing.§ 6. Ratification, etc. Except as expressly amended or otherwise modified hereby, the Credit Agreement (including theMultiparty Guaranty), the Pledge and Security Agreement, and all documents, instruments and agreements related thereto, including,but not limited to the other Loan Documents and the grant by each of the Grantors (as defined in the Pledge and Security Agreement)to the Administrative Agent, for the benefit of the Secured Parties, of a continuing security interest in any and all right, title and interestof each Grantor in and to all of the Collateral (as defined in the Pledge and Security Agreement as modified hereby), are hereby ratifiedand confirmed in all respects and shall continue in full force and effect. No amendment, consent or waiver herein granted or agreementherein made shall extend beyond the terms expressly set forth herein for such amendment, consent,6waiver or agreement, as the case may be, nor shall anything contained herein be deemed to imply any willingness of the AdministrativeAgent or the Lenders to agree to, or otherwise prejudice any rights of the Administrative Agent or the Lenders with respect to, anysimilar amendments, consents, waivers or agreements that may be requested for any future period, and this Amendment shall not beconstrued as a waiver of any other provision of the Loan Documents or to permit the Borrower or any other Loan Party to take anyother action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. The Credit Agreement and thisAmendment shall be read and construed as a single agreement. The Pledge and Security Agreement and this Amendment shall be readand construed as a single agreement. All references in the Credit Agreement or in the Pledge and Security Agreement, or to any relatedagreement or instrument to the Credit Agreement or to the Pledge and Security Agreement shall hereafter refer to the Credit Agreementor to the Pledge and Security Agreement, as applicable, as amended hereby. This Amendment shall constitute a Loan Document. EachLoan Party hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted andpledged by such Loan Party pursuant to the Loan Documents to the Administrative Agent, on behalf and for the benefit of the SecuredParties, as collateral security for the Secured Obligations, and acknowledges that all of such Liens and security interests, and allCollateral heretofore granted, pledged or otherwise created as security for the Secured Obligations continue to be and remain collateralsecurity for the Secured Obligations from and after the date hereof, except to the extent that the Pledge and Security Agreement ismodified hereby. Each of the Guarantors party to the Multiparty Guaranty hereby acknowledges and consents to this Amendment andagrees that the Multiparty Guaranty and all other Loan Documents to which each of the Guarantors are a party remain in full force andeffect, and each of the Guarantors confirms and ratifies all of its Secured Obligations thereunder.§ 7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed anoriginal but which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of thisAmendment by facsimile or other electronic imaging means shall be effective as delivery of an original executed counterpart of thisAmendment.§ 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCEDIN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.[Remainder of page intentionally left blank.] 7IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.BORROWER:EQUINIX, INC.By: /s/ Keith D. Taylor Name: Keith D. Taylor Title: Chief Financial OfficerGUARANTORS:EQUINIX LLCBy: /s/ Keith D. Taylor Name: Keith D. Taylor Title: Chief Financial Officer SWITCH & DATA LLCBy: Equinix LLC, its sole managing memberBy: /s/ Keith D. Taylor Name: Keith D. Taylor Title: Chief Financial Officer EQUINIX (US) ENTERPRISES, INC.By: /s/ Keith D. Taylor Name: Keith D. Taylor Title: Chief Financial Officer8BANK OF AMERICA, N.A., as Administrative AgentBy: /s/ Angela LarkinName: Angela Larkin Title: Assistant Vice President BANK OF AMERICA, N.A., as a Lender and L/C IssuerBy: /s/ Bassam WehbeName: Bassam WehbeTitle: Senior Vice President9Exhibit AComposite Credit Agreement(See Attached)10[EXHIBIT A TO SECOND]COMPOSITE CREDIT AGREEMENTAS AMENDED THROUGH THIRD AMENDMENT TO CREDIT AGREEMENT DATED AS OF DECEMBER 22, 2016Published CUSIP Number:29446BAF3 CREDIT AGREEMENTDated as of December 17, 2014amongEQUINIX, INC.,as Borrower,The Guarantors Party Hereto,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, andING BANK N.V., SINGAPORE BRANCH, as Co-Documentation Agents[and]The Other Lenders Party HeretoMERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J. P. MORGAN SECURITIES LLC, and TDSECURITIES (USA) LLC, as Joint Lead Arrangers and Book Runners with respect to the Revolving Facility and Term A Facility,[and]MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED andJ. P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Book Runners with respect to the Term B-1 Facility,[and]CITIGROUP GLOBAL MARKETS, INC., RBC CAPITAL MARKETS1 and TD SECURITIES (USA) LLC, as Joint LeadArrangers with respect to the Term B-1 Facility,[as]MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBCCAPITAL MARKETS, TD SECURITIES (USA) LLC, MUFG2, GOLDMAN SACHS BANK USA, and BARCLAYSBANK PLC, as Joint Lead Arrangers and Joint Book Runners with respect to the Term B-2 Facility, andING BANK N.V., HSBC SECURITIES (USA) INC. and U.S. BANK NATIONAL ASSOCIATION, as Co-Managers withrespect to the Term B-2 Facility1 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.2 "MUFG" means the Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Union Bank, N.A., MUFG Securities Americas Inc, and/or any other affiliates orsubsidiaries as they collectively deem appropriate to provide certain services to the Borrower.TABLE OF CONTENTSPageARTICLE I.DEFINITIONS AND ACCOUNTING TERMS21.01.Defined Terms21.02.Other Interpretive Provisions[43]531.03.Accounting Terms[44]541.04.Rounding[44]551.05.Exchange Rates; Currency Equivalents[44]551.06.Additional Alternative Currencies[45]561.07.Change of Currency[46]571.08.Times of Day[46]571.09.Letter of Credit Amounts[46]57ARTICLE II.THE COMMITMENTS AND CREDIT EXTENSIONS[47]572.01.Loans[47]582.02.Borrowings, Conversions and Continuations of Loans[48]602.03.Letters of Credit[50]622.04.Prepayments[60]722.05.Termination or Reduction of Commitments[63]772.06.Repayment of Loans[64]772.07.Interest[65]782.08.Fees[65]792.09.Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin[66]802.10.Evidence of Debt[67]812.11.Payments Generally; Administrative Agent’s Clawback[68]822.12.Sharing of Payments by Lenders[69]842.13.Increase in Commitments[70]842.14.Cash Collateral[72]882.15.Defaulting Lenders[73]892.16.Extension of Maturity Date in Respect of Revolving Facility, Term A Facility, Term B-1 Facility and/or Term B-2 Facility[75]912.17.Credit Agreement Refinancing Facilities[80]97ARTICLE III.TAXES, YIELD PROTECTION AND ILLEGALITY[82]1003.01.Taxes[82]1003.02.Illegality[87]1053.03.Inability to Determine Rates[88]1063.04.Increased Costs; Reserves on Eurocurrency Rate Loans[89]1073.05.Compensation for Losses[91]1093.06.Mitigation Obligations; Replacement of Lenders[91]1103.07.Survival[92]110ARTICLE IV.CONDITIONS PRECEDENT TO CREDIT EXTENSIONS[92]1104.01.Conditions of Initial Credit Extension[92]1104.02.Conditions to All Credit Extensions[94]113ARTICLE V.REPRESENTATIONS AND WARRANTIES[95]1145.01.Existence, Qualification and Power[96]1145.02.Authorization; No Contravention[96]1155.03.Governmental Authorization; Other Consents[96]1155.04.Binding Effect[96]115iTABLE OF CONTENTS (continued)Page5.05.Financial Statements; No Material Adverse Effect[96]1155.06.Litigation[97]1165.07.No Default[97]1165.08.Ownership of Property; Liens[97]1165.09.Environmental Compliance[97]1175.10.Insurance[98]1175.11.Taxes[98]1175.12.ERISA Compliance[98]1175.13.Subsidiaries; Equity Interests[99]1185.14.Margin Regulations; Investment Company Act[99]1185.15.Disclosure[99]1195.16.Compliance with Laws[100]1195.17.Taxpayer Identification Number[100]1195.18.Collateral Documents[100]1195.19.REIT Status[100]1205.20.OFAC and Sanctions[100]1205.21.Anti-Corruption Laws[101]1205.22.EEA Financial Institutions120ARTICLE VI.AFFIRMATIVE COVENANTS[101]1206.01.Financial Statements[101]1206.02.Certificates; Other Information[101]1216.03.Notices[103]1236.04.Payment of Obligations[103]1236.05.Preservation of Existence, Etc[104]1246.06.Maintenance of Properties[104]1246.07.Maintenance of Insurance[104]1246.08.Compliance with Laws[104]1246.09.Books and Records[104]1246.10.Inspection Rights[104]1246.11.Use of Proceeds[105]1256.12.ERISA Plans[105]1256.13.Protection of Negative Pledge[105]1256.14.Additional Subsidiary Guarantors[105]1256.15.Cooperation; Further Assurances[106]1266.16.Designation of Unrestricted Subsidiaries[106]1276.17.Certain Post-Closing Matters[107]1276.18.Maintenance of REIT Status[107]1276.19.Anti-Corruption Laws and Sanctions Laws[107]128ARTICLE VII.NEGATIVE COVENANTS[107]1287.01.Liens[107]1287.02.Investments[110]1307.03.Indebtedness[110]1317.04.Fundamental Changes[110]1317.05.Maintenance of Assets; Dispositions[110]1317.06.Restricted Payments[112]1337.07.Change in Nature of Business[113]135iiTABLE OF CONTENTS (continued)Page7.08.Transactions with Affiliates[113]1357.09.Burdensome Agreements[113]1357.10.Use of Proceeds[114]1367.11.Financial Covenants[114]1367.12.Negative Pledge[114]1367.13.Prepayments of Certain Indebtedness[115]1377.14.Sanctions[115]1377.15.Anti-Corruption Laws[115]1377.16.Foreign Subsidiary Holdcos[115]1377.17.Requests for Credit Extensions137ARTICLE VIII.EVENTS OF DEFAULT AND REMEDIES[115]1388.01.Events of Default[115]1388.02.Remedies Upon Event of Default[118]1408.03.Application of Funds[119]141ARTICLE IX.ADMINISTRATIVE AGENT[120]1439.01.Appointment and Authority[120]1439.02.Rights as a Lender[121]1449.03.Exculpatory Provisions[121]1449.04.Reliance by Administrative Agent[122]1459.05.Delegation of Duties[123]1469.06.Resignation of Administrative Agent[123]1469.07.Non-Reliance on Administrative Agent and Other Lenders[124]1479.08.No Other Rights or Duties, Etc[124]1479.09.Administrative Agent May File Proofs of Claim; Credit Bidding[124]1489.10.Collateral and Multiparty Guaranty Matters[126]1499.11.Secured Cash Management Agreements and Secured Hedge Agreements[126]150ARTICLE X.MISCELLANEOUS[127]15110.01.Amendments, Etc[127]15110.02.Notices; Effectiveness; Electronic Communication[130]15410.03.No Waiver; Cumulative Remedies; Enforcement[132]15610.04.Expenses; Indemnity; Damage Waiver[133]15710.05.Payments Set Aside[135]15910.06.Successors and Assigns[135]15910.07.Treatment of Certain Information; Confidentiality[142]16710.08.Right of Setoff[143]16810.09.Interest Rate Limitation[144]16910.10.Counterparts; Integration; Effectiveness[144]16910.11.Survival of Representations and Warranties[144]17010.12.Severability[145]17010.13.Replacement of Lenders[145]17010.14.Governing Law; Jurisdiction; Etc[146]17110.15.Waiver of Jury Trial[147]17210.16.No Advisory or Fiduciary Responsibility[147]17310.17.Electronic Execution of Assignments and Certain Other Documents[148]17410.18.USA PATRIOT Act[148]17410.19.Multiparty Guaranty[148]174iiiTABLE OF CONTENTS (continued)Page10.20.Designation as Senior Debt[151]17810.21.Judgment Currency[151]17810.22.Subordination[152]17810.23.Parallel Debt (Dutch Collateral Documents)[152]17910.24.Waiver of Certain Notices Under the Existing Credit Agreement[153]18010.25.Acknowledgement and Consent to Bail-In of EEA Financial Institutions180ivSCHEDULES1.01Existing Letters of Credit2.01Commitments and Applicable Percentages5.13Subsidiaries; Other Equity Investments6.16Unrestricted Subsidiaries6.17Certain Post-Closing Matters7.01Existing Liens10.02Administrative Agent’s Office; Certain Addresses for Notices10.06(h)Auction ProceduresEXHIBITSForm ofA Loan NoticeB Revolving NoteC-1 CHF Term A NoteC-2 Euro Term A NoteC-3 Sterling Term A NoteC-4 Yen Term A NoteC-5 Term B-1 NoteC-6 Term B-2 NoteD Compliance CertificateE Joinder AgreementF Pledge and Security AgreementG-1 Assignment and AssumptionG-2 Administrative QuestionnaireH Secured Party Designation Notice-1-CREDIT AGREEMENTThis CREDIT AGREEMENT (“Agreement”) is entered into as of December 17, 2014, among EQUINIX, INC., aDelaware corporation (“Equinix” or the “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-ownedSubsidiary of Equinix (“S&D”), EQUINIX (US) ENTERPRISES, INC., a Delaware corporation and indirect wholly-ownedSubsidiary of Equinix (“Equinix US”), and any other Person that executes a Joinder Agreement following the [Second]ThirdAmendment Effective Date (as defined below) pursuant to Section 6.14 in order to become a Guarantor hereunder for purposes ofSection 10.19 (together with OpCo, S&D and Equinix US, collectively, the “Guarantors” and individually, a “Guarantor”), eachlender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., asAdministrative 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, MERRILL LYNCH, PIERCE, FENNER & SMITHINCORPORATED, J. P. MORGAN SECURITIES LLC, and TD SECURITIES (USA) LLC, as Joint Lead Arrangers andBook Runners with respect to the Revolving Facility and Term A Facility, MERRILL LYNCH, PIERCE, FENNER & SMITHINCORPORATED and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Book Runners with respect to theTerm B-1 Facility,[ and] CITIGROUP GLOBAL MARKETS, INC., RBC CAPITAL MARKETS and TD SECURITIES(USA) LLC, as Joint Lead Arrangers with respect to the Term B[ Facility,]-1 Facility, MERRILL LYNCH, PIERCE, FENNER& SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS, TD SECURITIES (USA)LLC, MUFG, GOLDMAN SACHS BANK USA, and BARCLAYS BANK PLC, as Joint Lead Arrangers and Joint BookRunners with respect to the Term B-2 Facility, and ING BANK N.V., HSBC SECURITIES (USA) INC. and U.S. BANKNATIONAL ASSOCIATION, as Co-Managers with respect to the Term B-2 Facility, with reference to the following facts:RECITALSWHEREAS, on the Closing Date, certain Lenders provided the Borrower with a multi-currency revolving credit facility and aterm A loan facility;WHEREAS, pursuant to the First Amendment to Credit Agreement, dated as of April 30, 2015 among the Borrower, certainof the Guarantors, certain Lenders party thereto, the Administrative Agent and the L/C Issuer (the “First Amendment”), the term Aloan facility was repaid in full and certain Lenders made certain additional term A loans to the Borrower as further described herein;[and]WHEREAS, pursuant to the Second Amendment to Credit Agreement, dated as of December 8, 2015 among theBorrower, the Guarantors, certain Lenders party thereto, the Administrative Agent and the L/C Issuer (the “SecondAmendment”), the multi-currency revolving credit facility was continued and increased, the term A loans were continued, andcertain Lenders made certain term B loans in Dollars and in Sterling to the Borrower as further described herein; andWHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to, among other things, [(a) continueand increase] the multi-currency revolving credit facility [and a term A loans, (b) ]provide for additional term B loans[ in Dollars] inan aggregate principal amount of [$250,000,000 and (c) provide for term B loans in Sterling in an aggregate principal amount of£300,000,000,]up to €1,000,000,000, and the Lenders are willing to do so on the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants, agreements and provisions contained herein, the partieshereto covenant and agree as follows: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 in June 2009, in an initial aggregate principal amount of $373,750,000, in favor of the holders thereof pursuant to anindenture 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 aggregate principal 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 November2014, in an initial aggregate principal amount of $750,000,000, in favor of the holders thereof pursuant to an indenture dated as ofNovember 20, 2014, between Equinix, as issuer, and U.S. Bank National Association, as trustee, as supplemented by a FirstSupplemental 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 aggregate principal amount of $1,000,000,000, in2favor of the holders thereof pursuant to an indenture dated as of March 5, 2013, between Equinix, as issuer, and U.S. Bank NationalAssociation, as trustee.“5.750% Senior Notes Due 2025” means those certain 5.750% senior notes due January 2025, issued by Equinix in November2014, in an initial aggregate principal amount of $500,000,000, in favor of the holders thereof pursuant to an indenture dated as ofNovember 20, 2014, between Equinix, as issuer, and U.S. Bank National Association, as trustee, as supplemented by a SecondSupplemental Indenture dated as of November 20, 2014.“5.875% Senior Notes Due 2026” means those certain 5.875% senior notes due January 2026, issued by Equinix in December2015, in an initial aggregate principal amount of $1,100,000,000, in favor of the holders thereof pursuant to an indenture dated as ofNovember 20, 2014, between Equinix, as issuer, and U.S. Bank National Association, as trustee, as supplemented by a ThirdSupplemental Indenture dated as of December 4, 2015.“Acquisition” means a purchase or other acquisition, direct or indirect, by any Person of all or substantially all of the assets orall or substantially all of the business of any other Person or of a line of business of any other Person (whether by acquisition of EquityInterests, assets, permitted merger or any combination thereof).“Additional Revolving Commitment Lender” has the meaning set forth in Section 2.16(d).“Additional Term A Commitment Lender” has the meaning set forth in Section 2.16(d).“Additional Term B-1 Commitment Lender” has the meaning set forth in Section 2.16(d).“Additional Term B-2 Commitment Lender” has the meaning set forth in Section 2.16(d).“Additional Lender” means, at any time, any Person that is not an existing Lender and that agrees to provide any portion of anyCredit Agreement Refinancing Facilities pursuant to a Refinancing Amendment in accordance with Section 2.17; provided that suchAdditional Lender shall be an Eligible Assignee.“Adjusted Consolidated Total Assets” means, as of any date of determination, Equinix’s consolidated total assets as shown onthe consolidated balance sheet of Equinix and its Subsidiaries as of the end of the immediately preceding fiscal year delivered to theAdministrative Agent and the Lenders under Section 6.01(a); provided that if, during the fiscal year in which such date ofdetermination occurs, any Transaction was consummated, “Adjusted Consolidated Total Assets” shall also include the result of (a) theaggregate book value of the total assets acquired by Equinix or its Subsidiaries pursuant to such Transaction as of the date of suchconsummation minus (b) the aggregate book value of all assets sold or required to be sold as a result of such Transaction, in each3case solely to the extent that the foregoing were not included in Equinix’s consolidated total assets as of the end of the immediatelypreceding fiscal year.“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, orany successor administrative agent.“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency asthe Administrative Agent may from time to time notify to the Borrower and the Lenders.“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit G-2 or any otherform approved by the Administrative Agent.“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries,Controls or is Controlled by or is under common Control with the Person specified.“Agent Fee Letter” means that amended and restated letter agreement, dated November 18, 2015, among the Borrower, theAdministrative Agent and the Left Lead Arranger.“Aggregate Commitments” means the Commitments of all the Lenders.“Aggregate Revolving Commitments” means the Revolving Commitments of all the Revolving Lenders.“Agreement” means this Credit Agreement.“Alternative Currency” means each of Euro, Sterling, Yen, Canadian Dollars, Australian Dollars, Hong Kong Dollars,Singapore Dollars, Swiss Francs and 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 equivalentamount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case maybe, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of suchAlternative Currency with Dollars.“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and othersimilar and applicable legislation in other jurisdictions.4“Applicable Margin” means (a) with respect to the Term B-1 Facility, (i) [2.25]1.50% with respect to Base Rate Loans, (ii)[3.25]2.50% with respect to[ Eurocurrency Rate] Dollar Term B-1 Loans that are Eurocurrency Rate Loans and (iii) [3.75]3.00%with respect to Sterling Term B-1 Loans that are Eurocurrency Rate [Sterling Term B Loans and (b]Loans, (b) with respect to theTerm B-2 Facility, the percentage set forth in the Term B-2 Facility Pricing Notice, and (c) with respect to the Term A Facility,the Revolving Facility, Facility Fees and Letter of Credit Fees, the following interest rate margins and fees (expressed in basis pointsper annum), based upon the Consolidated Net Lease Adjusted Leverage Ratio as set forth in the most recent Compliance Certificatereceived by the Administrative Agent pursuant to Section 6.02(a):PricingLevelConsolidated NetLease AdjustedLeverage RatioApplicable Marginfor LIBORRevolvingLoans/Letter ofCredit FeesApplicableMargin forLIBOR Term ALoansApplicableMargin for BaseRate RevolvingLoansApplicableMargin for BaseRate Term A LoansFacilityFee3> 4.50:1140.0175.040.075.035.02< 4.50:1 but > 3.25:1120.0150.020.050.030.01< 3.25:1100.0125.0025.025.0Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated Net Lease Adjusted LeverageRatio shall become effective two Business Days after the date that the Administrative Agent receives a duly completed ComplianceCertificate pursuant to Section 6.02(a); provided, however, that if the Administrative Agent fails to receive a Compliance Certificate onthe due date therefor provided in Section 6.02(a), then the highest Applicable Margin set forth above (i.e., the highest Pricing Level)shall immediately apply and shall continue to apply until such Compliance Certificate is thereafter received, indicating a change in theConsolidated Net Lease Adjusted Leverage Ratio that results in a decrease from the highest Applicable Margin, which decrease shallbecome effective two Business Days after the date of such receipt by the Administrative Agent.“Applicable Percentage” means with respect to any Appropriate Lender at any time, with respect to any Facility, the percentage(carried out to the ninth decimal place) of the Aggregate Commitments with respect to such Facility represented by such Lender’sCommitment with respect to such Facility at such time, subject to adjustment as provided in Section 2.15. If the commitment of eachRevolving Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminatedpursuant to Section 8.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each RevolvingLender with respect to the Revolving Facility shall be determined based on the Applicable Percentage of such Lender most recently ineffect, giving effect to any subsequent assignments. After the Term Loans for a5Term Facility have been advanced, the Applicable Percentage of any Lender with respect to such Term Facility shall be determinedbased on the percentage (carried out to the ninth decimal place) of the Outstanding Amount of the applicable Term Facility representedby such Lender’s Term A Loans or applicable Term B Loans, as applicable, at such time. The initial Applicable Percentage of eachAppropriate Lender with respect to each applicable Facility is set forth opposite the name of such Lender on Schedule 2.01 or in theAssignment 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 theplace of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case maybe, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.“Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility, [the]any Term B Facility or theRevolving Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, [a]an applicable Term BLoan or a Revolving Loan, respectively, at such time and (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) ifany Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Lenders.“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entityor an Affiliate of an entity that administers or manages a Lender.“Asset Sale” means any Transfer of property of the Borrower or any of its Subsidiaries other than (a) Transfers permitted underSection 7.05(a), (b), (d) through (j), (l) or (m) or (b) a transaction or series of related transactions for which the Borrower or itsSubsidiaries receive aggregate consideration of less than $10,000,000.“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Fundsmanaged by the same investment advisor.“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with theconsent of any party whose consent is required by Section [10.06(b)]10.06(b)), and accepted by the Administrative Agent, insubstantially the form of Exhibit G-1 or any other form (including electronic 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 theEquity Interests of such Subsidiary owned directly or indirectly by Equinix multiplied by (b) the net accounts receivable of suchSubsidiary.6“Attributable Asset Share” means, with respect to any Subsidiary, an amount equal to the product of (a) the percentage of theEquity Interests of such Subsidiary 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 amountthereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect ofany Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear ona balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.“Auction Manager” means the Administrative Agent.“Auction Procedures” means the Dutch Auction Procedures set forth on Schedule 10.06(h).“Audited Financial Statements” means the audited consolidated balance sheet of Equinix and its Subsidiaries for the fiscal yearended December 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows forsuch fiscal year of Equinix and its Subsidiaries, including the notes thereto.“Australian Dollars” or “AUD” means the lawful currency of the Commonwealth of Australia.“Availability Period” means[ (a)], in respect of the Revolving Facility, the period from and including the Closing Date to theearliest of ([i]a) the Revolving Maturity Date, ([ii]b) the date of termination of the Aggregate Revolving Commitments pursuant toSection 2.05, and ([iii]c) the date of termination of the commitment of each Lender to make Revolving Loans and of the obligation ofthe L/C Issuer to make L/C Credit Extensions pursuant to Section [8.02 and (b) in respect of the Term B Facility, the period from andincluding the Second Amendment Effective Date to the earliest of (i) June 30, 2016, (ii) the date of termination of the Term BCommitments pursuant to Section 2.05(b), and (iii) the date of termination of the commitment of each Term B Lender to make Term BLoans pursuant to Section ]8.02.“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA ResolutionAuthority in respect of any liability of an EEA Financial Institution.“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEAMember Country from time to time which is described in the EU Bail-In Legislation Schedule.7“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 in effect 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 “prime rate” is a rate set by Bank of America based upon various factors including Bank ofAmerica’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing someloans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of Americashall 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 inDollars.“Base Rate Revolving Loan” means a Revolving Loan that is a Base Rate Loan.“Base Rate Term A Loan” means a Term A Loan that is a Base Rate Loan.“Base Rate Term B-1 Loan” means a Term B-1 Loan that is a Base Rate Loan.“Bit-isle Transaction” means the acquisition of all outstanding Equity Interests of Bit-isle Inc. by a wholly-owned JapaneseSubsidiary of the Borrower, through a tender offer and follow-on acquisition under Japanese corporate law.“Borrower” has the meaning specified in the introductory paragraph hereto.“Borrower Collateral Limit” means, as of any date of determination, an amount equal to the sum of (a) [$750,000,000 plus(b) an amount equal to ]50% of the [aggregate amount of the Term B Commitments in effect on the Second Amendment EffectiveDate plus (c) an amount equal to]Aggregate Revolving Commitments at such time (calculated in Dollars), plus (b) 50% of theaggregate principal amount of each [increase in the Aggregate Commitments made pursuant to Section 2.13, including withoutlimitation any such increase in connection with the Second Amendment that becomes effective after the Second Amendment EffectiveDate]Class of Term Loans outstanding at such time (calculated for each Class of Term Loans in the currency in which theapplicable Class of Term Loans is denominated).“Borrower Materials” has the meaning specified in Section [6.02][.]6.02.“Borrowing” means a Revolving Borrowing, a Term A Borrowing[ or], a Term B-1 Borrowing, or a Term B-2 Borrowingas the context may require.8“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to closein New York City or under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect toObligations denominated in Dollars is located and:(a)if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings,disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars tobe carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a LondonBanking Day;(b)if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings,disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to becarried out pursuant to this Agreement in respect of any such 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 thanDollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks inthe London or other applicable offshore interbank market for such currency; and(d)if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euroin respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currencyother than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than anyinterest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center ofthe 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 alessee.“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of theAdministrative Agent, L/C Issuer and the Revolving Lenders, as collateral for L/C Obligations, or obligations of the RevolvingLenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the L/C Issuerbenefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in formand 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.9“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cashmanagement services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards andcommercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check, concentration, controlleddisbursement, lockbox, account reconciliation and reporting 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 itenters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or itsAffiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party tosuch Cash Management Agreement (even if such Person ceases to be a Lender 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 Management Agreement” on any date ofdetermination 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 tosuch date of determination.“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or takingeffect 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 any Governmental Authority or (c) the making or issuance of any request, rule, guideline ordirective (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein tothe contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directivesthereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank forInternational Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States orforeign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless ofthe date enacted, 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, butexcluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agentor other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under theSecurities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities thatsuch person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (suchright, an “option right”)), directly or indirectly, of greater than 50% of the equity securities of Equinix entitled to vote for members ofthe board of directors or equivalent governing body of Equinix on a fully-10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), Section 7.04(a)(ii), Section 7.04(a)(iv), 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 Interests of OpCo (or ofOpCo’s successor by consolidation, merger or combination as may be permitted by the foregoing exceptions), (ii) Equinix ceases toown, directly or indirectly, all of the Equity Interests of S&D (or of S&D’s successor by consolidation, merger or combination as maybe permitted by the foregoing exceptions), or (iii) Equinix ceases to own, directly or indirectly, all of the Equity Interests of each of theother Guarantors.“CHF Term A Borrowing” means a borrowing consisting of simultaneous CHF A Term Loans of the same Type, in SwissFrancs, and having the same Interest Period made by each of the Term A Lenders on the First Amendment Effective Date.“CHF Term A Loan” means the term loans advanced by the Term A Lenders to the Borrower in Swiss Francs on the FirstAmendment Effective Date in the aggregate amount of CHF 47,780,000.“CHF Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender evidencing the CHF TermA Loan made by such Term A Lender, substantially in the form of Exhibit C-1.“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising suchBorrowing, are Revolving Loans, CHF Term A Loans, Euro Term A Loans, Sterling Term A Loans, Yen Term A Loans, DollarTerm B-1 Loans[ or], Sterling Term B-1 Loans, or Term B-2 Loans, and, when used in reference to any Commitment, refers towhether such Commitment is a Revolving Commitment[, Term A Commitment] or Term B-2 Commitment.“Closing Date” means the first date all of the conditions precedent in Section 4.01 are satisfied or waived in accordance withSection 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 isintended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of theSecured Parties.“Collateral Documents” means, collectively, the Pledge and Security Agreement, each joinder agreement thereto, each of theforeign-law pledge agreements, each of the other security agreements, pledge agreements or other similar agreements delivered to theAdministrative Agent pursuant to Section 6.14 or 6.17, as the case may be, and each of the other agreements, instruments11or documents (including Uniform Commercial Code financing statements, consents, stock powers, assignments separate fromcertificates, and other similar instruments) which create or purport to create a Lien in favor of the Administrative Agent for the benefitof the Secured Parties.“Commitment” means a Revolving Commitment or a Term B-2 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, andany 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 (howeverdenominated) or that are franchise Taxes or branch profits Taxes.“Consolidated EBITDAREBITDA” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidatedbasis, an amount equal to Consolidated Net Income for the Measurement Period plus the sum of the following expenses (to the extentdeducted in calculating such Consolidated Net Income) for such Measurement Period: (i) interest expense, (ii) income tax expense, (iii)depreciation expense, (iv) amortization expense[,] and (v) non-cash stock-based compensation expense[ and (vi) rent expense]. Forpurposes of calculating Consolidated [EBITDAR]EBITDA, Consolidated Net Income shall be determined without deduction for anyof 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 modification to the terms of, any Indebtedness, to the extent not prohibited by this Agreement) not to exceed $150,000,000 in theaggregate 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 ormodifications to any operating leases, (4) Acquisitions, (5) Investments or (6) Dispositions, in each case to the extent not prohibited bythis 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 and the entry by Equinix into this Agreement and the other Loan Documents), (c) ongoing expenses relating tothe maintenance of Equinix’s status as a REIT and compliance with REIT rules and regulations[ and (d], (d) any net loss fromdisposed, abandoned or discontinued operations or product lines but only to the extent such losses do not exceed five percent(5%) of Consolidated EBITDA (calculated before giving effect to this clause (d)) in the aggregate for the Measurement Periodand (e) costs and expenses of Equinix and its Subsidiaries associated with the REIT Conversion (including, without limitation,planning and advisory costs related to the12foregoing) but only to the extent such costs and expenses do not exceed $200,000,000 in the aggregate. For purposes of calculatingConsolidated EBITDA for any period in which a Permitted Acquisition has been consummated, Consolidated EBITDA shallbe adjusted to include, without duplication, (A) the historical EBITDA of the Person acquired in such Permitted Acquisitionfor the applicable Measurement Period on a pro forma basis as if such Permitted Acquisition had been consummated on thefirst day of the applicable Measurement Period, as the EBITDA of such acquired Person is reflected in its historical auditedfinancial statements for the most recently ended fiscal year, and management prepared unaudited statements for any periodsfollowing the end of such fiscal year and (B) expected cost savings (without duplication of actual cost savings or other chargesor expenses that are otherwise added back in calculating Consolidated EBITDA) and synergies to the extent (x) such costsavings and synergies would be permitted to be reflected in pro forma financial information complying with the requirementsof GAAP and Article 11 of Regulation S-X under the Securities Act of 1933, and as certified by a Responsible Officer of theBorrower or (y) such cost savings or synergies are factually supportable and have been realized or are reasonably expected tobe 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 EBITDA (calculated beforegiving effect to this clause (B)) in the aggregate for the Measurement Period; provided, further, that for addbacks to costsavings and synergies under clause (y), the Borrower shall have delivered to the Administrative Agent a certificate of aResponsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifyingthat such cost savings and synergies meet the requirements set forth in clause (y), together with reasonably detailed evidencein support thereof. In the event that there are only unaudited financial statements or no financial statements available for suchacquired Person, then the pro forma adjustments described in clause (A) above shall be made based on such unauditedfinancial statements or reasonable estimates as may be agreed between the Borrower and the Administrative Agent.“Consolidated EBITDAR” means, as of any date of determination, for Equinix and its Subsidiaries on a consolidatedbasis, an amount equal to the sum of Consolidated EBITDA plus rent expense. For purposes of calculating ConsolidatedEBITDAR for any period in which a Permitted Acquisition has been consummated, Consolidated EBITDAR shall be adjusted toinclude, without duplication, (A) the historical EBITDAR of the Person acquired in such Permitted Acquisition for the applicableMeasurement Period on a pro forma basis as if such Permitted Acquisition had been consummated on the first day of the applicableMeasurement Period, as the EBITDAR of such acquired Person is reflected in its historical audited financial statements for the mostrecently 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 actual13cost savings or other charges or expenses that are otherwise added back in calculating Consolidated EBITDAR) and synergies to theextent (x) such cost savings and synergies would be permitted to be reflected in pro forma financial information complying with therequirements of GAAP and Article 11 of Regulation S-X under the Securities Act of 1933, and as certified by a Responsible Officer ofthe Borrower or (y) such cost savings or synergies are factually supportable and have been realized or are reasonably expected to berealized within 365 days following such Permitted Acquisition; provided that the aggregate amount of cost savings and synergiesadded pursuant to this clause (B) shall not exceed fifteen percent (15%) of Consolidated EBITDAR (calculated before giving effect tothis clause (B)) in the aggregate for the Measurement Period; provided, further, that for addbacks to cost savings and synergies underclause (y), the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower, inform and substance reasonably satisfactory to the Administrative Agent, certifying that such cost savings and synergies meet therequirements set forth in clause (y), together with reasonably detailed evidence in support thereof. In the event that there are onlyunaudited financial statements or no financial statements available for such acquired Person, then the pro forma adjustments describedin clause (A) above shall be made based on such unaudited financial statements or reasonable estimates as may be agreed between theBorrower 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, without duplication, (a) the current maturities of long-term debt for the next twelve months (but excluding (i) anyConvertible Subordinated Notes, (ii) the current portion of the Revolving Facility, (iii) the final installment of the Term Loans, (iv) the4.875% Senior Notes Due 2020, (v) the 5.375% Senior Notes Due 2022, ([v]vi) the 5.375% Senior Notes Due 2023, ([vi]vii) the5.750% Senior Notes Due 2025 and ([vii]viii) the 5.875% Senior Notes Due 2026), (b) the principal portion of the current maturity ofCapital 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.“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDARfor the Measurement Period 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 consolidatedbasis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (includingObligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) alldirect obligations arising under letters of credit (including standby and commercial) and bank guaranties (but excluding any of theforegoing to the extent secured by cash collateral), (c) Attributable Indebtedness in respect of Capital Leases and Synthetic LeaseObligations, (d) without duplication, all Guarantees with respect to outstanding Indebtedness of the14types specified in clauses (a) through (c) above of Persons other than Equinix or any Subsidiary thereof, and (e) all Indebtedness of thetypes referred to in clauses (a) through (d) above of any partnership or joint venture (other than a joint venture that is itself acorporation or limited liability company) in which Equinix or a Subsidiary thereof is a general partner or joint venturer, except to theextent such Indebtedness is expressly made non-recourse to Equinix or such Subsidiary. Notwithstanding the foregoing, as of any dateof determination, for purposes of calculating the Consolidated Net Lease Adjusted Leverage Ratio, “Consolidated FundedIndebtedness” shall not include the outstanding principal amount of any debt securities issued by Equinix to the extent that (i) as ofsuch date, Equinix shall have delivered (or the indenture trustee under the applicable indenture shall have delivered on Equinix’sbehalf) to the holders of such debt securities an irrevocable notice of redemption with respect to all of such debt securities and shallhave 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 or (ii) theproceeds of such debt securities are held by the trustee of the related indenture and have not been released to Equinix or are depositedinto an escrow account pending the closing of an acquisition or the redemption of other debt securities solely until such proceeds arereleased, it being understood that any such proceeds shall not be included in the calculation of clause (iii) of the definition ofConsolidated Net Lease Adjusted Indebtedness.“Consolidated Net Income” means, for any period, for Equinix and its Subsidiaries on a consolidated basis, the net income ofEquinix and its Subsidiaries (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 itsSubsidiaries, the sum, without duplication, of (i) Consolidated Funded Indebtedness as of such date, plus (ii) rent expense for theMeasurement Period ending on such date multiplied by six (6), minus (iii) the amount of unencumbered (other than by Liens permittedunder clauses (a), (c) and (g) of Section 7.01) and unrestricted cash, cash equivalents, freely tradable and liquid short term investments,and freely tradable and liquid long term investments of Equinix and its Subsidiaries as of such date.“Consolidated Net Lease Adjusted Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated NetLease Adjusted Indebtedness as of such date of determination to (b) Consolidated EBITDAR for the Measurement Period ending onsuch date.“Consolidated Senior Secured Indebtedness” means as of any date of determination, with respect to Equinix and itsSubsidiaries, the sum, without duplication, of all Consolidated Funded Indebtedness as of such date that is secured by a Lien(including, without limitation, the Obligations and Attributable Indebtedness in respect of Capital Leases).15“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) ConsolidatedSenior Secured Indebtedness as of such date of determination to (b) Consolidated EBITDA for the Measurement Periodending on such date.“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,instrument or other undertaking 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 orpolicies of a Person, whether through 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]any convertible subordinated notes or debentures issued by the Borrower after the date hereof, which are subordinated to theObligations on terms no less favorable to the Lenders, in any material respect, than the 4.75% Convertible Subordinated Notes Due[2016.]2016 (as those terms were in effect and applied to the 4.75% Convertible Subordinated Notes Due 2016 prior to therepayment thereof in full on June 15, 2016).“Corresponding Debt” has the meaning specified in Section 10.23.“Credit Agreement Refinancing Facility” means (a) with respect to any Class of Revolving Commitments or Revolving Loans,Replacement Revolving Commitments or Replacement Revolving Loans and (b) with respect to any Class of Term Loans,Refinancing Term Loans.“Credit Agreement Refinancing Facility Lenders” means the Lenders with a Replacement Revolving Commitment oroutstanding Refinancing Term Loans.“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 the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor reliefLaws of the United States or other applicable jurisdictions 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 passageof time, or both, would be 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) theBase Rate plus (ii) the Applicable Margin applicable to Base16Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be aninterest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b)when used 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) hasfailed to (i) fund all or any portion of its funding obligations hereunder, including in respect of its Loans or participations in respect ofLetters of Credit, within two Business Days of the date required to be funded by it hereunder, unless such Lender notifies theAdministrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one ormore conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specificallyidentified 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 ofthe date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer or Lender that it does not intend tocomply with its funding obligations, or has made a public statement to that effect with respect to its funding obligations hereunder orgenerally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’sobligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a conditionprecedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing orpublic statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, toconfirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lendershall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the AdministrativeAgent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor ReliefLaw, [or ](ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged withreorganization or liquidation of its business or assets (including the Federal Deposit Insurance Corporation or any other state or federalregulatory authority acting in such a capacity) or a custodian appointed for it, or (iii) become the subject of a Bail-In Action;provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in thatLender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does notresult in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement ofjudgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow ordisaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is aDefaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusiveand binding absent17manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date establishedtherefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent tothe 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 anySanction.“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leasebacktransaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of anynotes or accounts receivable or any rights and claims associated therewith.“Disqualified Lenders” means, solely in respect of [the]any Term B Facility, any direct competitor of Equinix and/or any of itsSubsidiaries identified by such Person’s name in a written notice to the Administrative Agent delivered at any time after the SecondAmendment Effective Date, which notice and each update thereto permitted herein (a) shall be mutually acceptable to theAdministrative Agent and the Borrower, (b) may be made available by the Administrative Agent on a Platform accessible by allLenders and (c) shall become effective two Business Days after the posting thereof; provided that such notice may be updated fromtime to time to (i) include additional direct competitors of the Borrower or any of its Subsidiaries identified by such Person’s name onsuch notice or (ii) remove Persons previously designated as “Disqualified Lenders” from such notice. Notwithstanding the foregoing,in no event shall (1) any such update apply retroactively to disqualify any Persons that have previously acquired an assignment orparticipation interest in the Term B Loans as permitted herein and (2) any Person that the Borrower has designated as no longer being a“Disqualified Lender” by written notice to the Administrative Agent and the Lenders from time to time be deemed a DisqualifiedLender. “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) withrespect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by theAdministrative 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 themost recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.“Dollar Term B[ Commitments” means as to each Dollar Term B Lender, its obligation to make a Dollar Term B Loan to theBorrower pursuant to Section 2.01(a)(ii) in an aggregate principal amount at any one time outstanding not to exceed the amount setforth opposite such Dollar Term B Lender’s name on Schedule 2.01 under the caption “Dollar Term B Commitment” or opposite suchcaption in the Assignment and Assumption pursuant to which such Dollar Term B Lender18becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of theSecond Amendment Effective Date, the aggregate amount of the Dollar Term B Commitments is $250,000,000.]-1 Lender” meansany Lender that holds Dollar Term B-1 Loans at such time.[“Dollar Term B Lender” means (a) at any time during the Availability Period in respect of the Term B Facility, any Lenderthat has a Dollar Term B Commitment at such time, and (b) at any time after the Availability Period, any Lender that holds DollarTerm B Loans at such time.]“Dollar Term B-1 Loan” has the meaning specified in Section 2.01(a)(ii).“Domestic Subsidiary” means a Subsidiary of Equinix formed under the laws of the United States or any state thereof.“DQ List” means the list of Disqualified Lenders provided in a written notice by the Borrower to the Administrative Agent,and any updates thereto from time to time, in each case in accordance with the definition of “Disqualified Lender”.“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA MemberCountry which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA MemberCountry which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution establishedin an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and issubject to consolidated supervision with its parent.“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, andNorway.“EEA Resolution Authority” means any public administrative authority or any Person entrusted with publicadministrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of anyEEA Financial Institution.“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section [10.06(b)(iii)]10.06(b)(iii),and (v) (subject to such consents, if any, as may be required under Section [10.06(b)(iii)]10.06(b)(iii)).“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operationof a single or unified European currency.“Engagement Letter” means that certain letter agreement dated as of November 18, 2015 by and among the Borrower and theJoint Lead Arrangers, as amended.19“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 topollution and the protection of the environment or the release of any materials into the environment, including those related tohazardous substances or wastes, air emissions and discharges to waste or public systems.“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs ofenvironmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respectiveSubsidiaries 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) therelease or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensualarrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.“EQIX (Global Holdings)” means EQIX (Global Holdings) C.V., a limited partnership organized under the laws of theNetherlands.“Equinix” has the meaning specified in the introductory paragraph hereto.“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interestsin) such Person, all of the warrants, 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) such Person, 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 ofsuch shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member ortrust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests areoutstanding 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 anySubsidiary thereof within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes ofprovisions relating to Section 412 of the Code).“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or anyERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantialemployer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section204062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan ornotification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a PensionPlan 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 theappointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or aplan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 ofERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent underSection 4007 of ERISA, upon the Borrower or any ERISA Affiliate.“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (or any successor person), as in effect from time to time.“Euro”, “EUR” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMULegislation.“Euro Term A Borrowing” means a borrowing consisting of simultaneous Euro A Term Loans of the same Type, in Euro, andhaving the same Interest Period made by each of the Term A Lenders on the First Amendment Effective Date.“Euro Term A Loan” means the term loans advanced by the Term A Lenders to the Borrower in Euro on the First AmendmentEffective Date in the aggregate amount of EUR 184,945,441.09.“Euro Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender evidencing the Euro TermA Loan made by such Term A Lender, substantially in the form of Exhibit C-2.“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 theLondon Interbank Offered Rate (“LIBOR”) or a comparable or successor rate which rate is approved by the Administrative Agent, aspublished on the applicable Bloomberg screen page (or such other commercially available source providing quotations of LIBOR asmay be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days priorto the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period)with a term equivalent to such Interest Period;21(ii) in the case of a Eurocurrency Rate Loan denominated in Canadian dollars, the rate per annum equal to the CanadianDealer Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on theapplicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by theAdministrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date with a termequivalent to such Interest Period;(iii) in the case of a Eurocurrency Rate Loan denominated in Australian Dollars, the rate per annum equal to the BankBill Swap Reference Bid Rate or a comparable or successor rate, which rate is approved by the Administrative Agent, as published onthe applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated bythe Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with aterm equivalent to such Interest Period; and(iv) in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency, the ratedesignated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agentand the Appropriate 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, atapproximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits being delivered in theLondon interbank market for a term of one month commencing that day;provided that, (w)[ with respect to the Term B Loans,] the Eurocurrency Rate (including for purposes of clause (c) of the definition of“Base Rate”) shall not be less than [0.75% per annum](A) with respect to Sterling Term B-1 Loans, 0.75% per annum and (B)with respect to Term B-2 Loans, the percentage set forth in the Term B-2 Facility Pricing Notice; (x) with respect to theRevolving Loans[ and], the Term A Loans and the Dollar Term B-1 Loans, if the Eurocurrency Rate shall be less than zero, suchrate shall be deemed zero for purposes of this Agreement; (y) to the extent a comparable or successor rate is approved by theAdministrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistentwith market practice; and (z) to the extent such market practice is not administratively feasible for the Administrative Agent, suchapproved 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 “EurocurrencyRate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in anAlternative Currency must be Eurocurrency Rate Loans.“Eurocurrency Rate Revolving Loan” means a Revolving Loan that is a Eurocurrency Rate Loan.22“Eurocurrency Rate Term A Loan” means a Term A Loan that is a Eurocurrency Rate Loan.“Eurocurrency Rate Term B-1 Loan” means a Term B-1 Loan that is a Eurocurrency Rate Loan.“Eurocurrency Rate Term B-2 Loan” means a Term B-2 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][.]8.01.“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or aportion of the Multiparty Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such SwapObligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of theCommodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’sfailure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined aftergiving effect to Section 10.19(k) and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any andall guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Multiparty Guaranty of such Guarantor, ora grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arisesunder a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation thatis attributable to swaps for which such Multiparty Guaranty or security interest is or becomes excluded in accordance with the firstsentence of this definition.“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld ordeducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having itsprincipal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any politicalsubdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed onamounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a lawin effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignmentrequest 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 immediatelybefore such Lender became a party hereto or to such Lender immediately23before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 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 theBorrower, the subsidiary guarantors party thereto, Bank of America, as administrative agent thereunder (in such capacity, the “ExistingAdministrative Agent”), the L/C Issuer thereunder, 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.“Existing Revolving Commitments” has the meaning specified in Section 2.16(g)(ii).[“Existing Revolving Lender” has the meaning set forth in Section 2.16(e)(i).]“Existing Revolving Loans” has the meaning specified in Section 2.16(g)(ii).“Existing Revolving Maturity Date” has the meaning set forth in Section 2.16(a).[“Existing Term A Lender” has the meaning set forth in Section 2.16(e)(ii).]“Existing Term A Loans” has the meaning set forth in Section 2.16(g)(i).“Existing Term A Maturity Date” has the meaning set forth in Section 2.16(a).“Existing Term B[ Lender” has the meaning set forth in Section 2.16(e)(iii).][“Existing Term B]-1 Loans” has the meaning setforth in Section 2.16(g)(i).“Existing Term B-1 Maturity Date” has the meaning set forth in Section 2.16(a).“Existing Term B-2 Loans” has the meaning set forth in Section 2.16(g)(i).“Existing Term B-2 Maturity Date” has the meaning set forth in Section 2.16(a).“Extended Revolving Commitments” has the meaning specified in Section 2.16(g)(ii).“Extended Revolving Loans” has the meaning specified in Section 2.16(g)(ii).24“Extended Term Loans” has the meaning specified in Section 2.16(g)(i).“Extending Lender” means [each Lender that has agreed to extend its]an Extending Revolving [Maturity Date, Term AMaturity Date or Term B Maturity Date]Lender, an Extending Term A Lender, an Extending Term B-1 Lender or anExtending Term B-2 Lender, as applicable[, in accordance with Section 2.16.].“Extending Revolving Lender” has the meaning specified in Section 2.16(e)(i).“Extending Term A Lender” has the meaning specified in Section 2.16(e)(ii).“Extending Term B-1 Lender” has the meaning specified in Section 2.16(e)(iii).“Extending Term B-2 Lender” has the meaning specified in Section 2.16(e)(iv).“Extension Amendment” means an amendment to this Agreement pursuant to which the Revolving Maturity Date, the Term AMaturity Date, the Term B-1 Maturity Date and/or the Term B-2 Maturity Date has been extended in accordance with Section 2.16,which shall be consistent with the applicable provisions of this Agreement and otherwise satisfactory to the parties thereto. EachExtension Amendment shall be executed by the Administrative Agent, the L/C Issuer (to the extent Section 10.01 would require theconsent of the L/C Issuer for the amendments effected in such Extension Amendment), the Loan Parties and the applicable ExtendingLenders. Any Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistentwith the conditions in Sections 4.01 and/or 4.02 to the extent reasonably requested by the Administrative Agent or the applicableExtending Lenders.“Extension Date” means any date on which any Existing Term A Loans, any Existing Term B-1 Loans, any Existing TermB-2 Loans or any Existing Revolving Commitments are modified to extend the related Maturity Date in accordance with Section 2.16(with respect to Lenders under such Existing Term A Loans, Existing Term B-1 Loans, Existing Term B-2 Loans or any ExistingRevolving Commitments that agree to such modification).“Extension Request Notice” has the meaning specified in Section 2.16(a).“Facility” means the Term A Facility, [the]a Term B Facility or the Revolving Facility, as the context may require.“Facility Fee” has the meaning specified in Section 2.08(a).“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the AggregateCommitments have terminated, (b) all Obligations have been paid in full in cash (other than contingent indemnification obligations),and (c) all Letters of Credit have25terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to theAdministrative Agent and the L/C Issuer shall have been made).“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 successorversion that is substantively comparable and not materially more onerous to comply with), any current or future regulations or officialinterpretations thereof and any agreements entered into 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 Federalfunds transactions with members of the Federal Reserve System[ arranged by Federal funds brokers on such day], as published by theFederal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a BusinessDay, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so publishedon the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal FundsRate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank ofAmerica on such day on such transactions as determined by the Administrative Agent and (c) if the Federal Funds Rate shall be lessthan zero, such rate shall be deemed zero for purposes of this Agreement.“Fee Letters” means the Agent Fee Letter and other letter agreements among the Borrower and any or all Joint Lead Arrangers.“Financial Covenant Event of Default” has the meaning specified in Section 8.01(b).“First Amendment” has the meaning specified in the recitals.“First Amendment Effective Date” has the meaning specified in the First Amendment.“Foreign Asset Sale” has the meaning specified in Section 2.04(c)(v).“Foreign Lender” means, with respect to the Borrower, any Lender or L/C Issuer that is organized under the Laws of ajurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, eachState thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, aState thereof or the District of Columbia.26“Foreign Subsidiary Holdco” means any Domestic Subsidiary substantially all of whose assets consist (or any DomesticSubsidiary that is formed for the purpose of holding assets that substantially consist) of Equity Interests or Indebtedness of (a) one ormore Foreign Subsidiaries or (b) other Foreign Subsidiary 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’sApplicable Percentage of the Outstanding Amount of all L/C Obligations other than L/C Obligations as to which such DefaultingLender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the termshereof.“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwiseinvesting in commercial 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 Equinixand its Subsidiaries for that period computed on a consolidated basis in accordance with GAAP, excluding gains (or losses) from salesof property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures; provided thatFunds From Operations shall exclude one-time or non-recurring charges and impairment charges, charges from the earlyextinguishment of indebtedness and other non-cash charges. Adjustments for unconsolidated partnerships and joint ventures will becalculated to reflect Funds From Operations on the same basis. To the extent not inconsistent with the foregoing, Funds FromOperations shall be reported in accordance with the NAREIT Policy Bulletin dated April 5, 2002, as amended, restated, supplementedor otherwise modified from time to time.“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements ofthe Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of theFinancial Accounting Standards Board or such other principles as may be approved by a significant segment of the accountingprofession in the United States, that are applicable to the circumstances 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 subdivisionthereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entityexercising 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 the European Central Bank).27“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having theeconomic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchaseor pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or leaseproperty, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of thepayment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financialstatement 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 suchIndebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (inwhole or in part) and will include the Multiparty Guaranty set forth in Section 10.19, or (b) any Lien on any assets of such Personsecuring any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed bysuch Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of anyGuarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portionthereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability inrespect 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 thepayment and performance by each Specified Loan Party of its obligations under its Multiparty Guaranty with respect to all SwapObligations, the Borrower.“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes orother pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,radon gas, infectious or medical wastes and all other substances or wastes of any 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 Contractnot prohibited under Article VI or Article VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes aLender, is a party to a Swap Contract not prohibited under Article VI or Article VII, in each case, in its capacity as a party to suchSwap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of aSecured Hedge Agreement with a Person who is no longer a Lender (or an Affiliate of a Lender), such Person shall be considered aHedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and28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 a Secured 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’sRepublic of China.“Hostile Acquisition” means an Acquisition of all or substantially all of the Equity Interests of a Person through a tender offeror similar solicitation of the owners of such Equity Interests which has not been approved (prior to the consummation of suchAcquisition) by the board of directors (or any other applicable governing body) of such Person or by similar or other appropriate actionif such Person is not a corporation, or as to which, at the time of consummation of such Acquisition, any such prior approval has beenwithdrawn.“Increase Effective Date” has the meaning specified in Section 2.13(d).“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not includedas indebtedness or liabilities 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 agreements or other similar instruments;(b) all direct or contingent obligations of such Person arising under letters of credit (including standby andcommercial), 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) tradeaccounts payable in the ordinary course of business and (ii) post-closing purchase price adjustments or earnout obligations inconnection with Permitted Acquisitions, in the case of this clause (ii), until such obligations become a liability on the balancesheet of such Person in accordance with GAAP);(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased bysuch Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not suchindebtedness shall have been assumed by such Person or is limited in recourse;(f) Capital Leases and Synthetic Lease Obligations;29(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect ofany Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater ofits voluntary or involuntary liquidation preference plus 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 ajoint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, exceptto the extent such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any SwapContract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease orSynthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of suchdate.“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or onaccount of any obligation of 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.“Initial Term Loan” has the meaning specified in Section 2.01(a)(i).“Intercompany Accounts” means those accounts receivable of each Loan Party where the account debtor or obligor is aSubsidiary or Affiliate of such Loan Party.“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicableto such Loan and the applicable Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceedsthree months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest PaymentDates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the applicableMaturity Date.“Interest Period” means as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loanis disbursed or converted to 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 Appropriate Lenders pursuant to the first proviso to Section 2.02(a), a shorter period, or nine or twelvemonths thereafter), as selected by the Borrower in its Loan Notice; provided that:30(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the nextsucceeding Business Day unless, 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 the next preceding Business Day;(ii) any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendarmonth (or on a day for which there is no numerically corresponding day in the calendar month at the end of such InterestPeriod) shall end on the last Business Day of the calendar month at the end of such Interest Period; and(iii) no Interest Period pertaining to any Loan shall extend beyond the applicable Maturity Date for such Loan.“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a)the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to,Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, anotherPerson, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investorGuarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) ofassets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall bethe 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 ofInternational Banking Law & 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 instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer andrelating to such Letter of Credit.“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E executed and delivered in accordancewith the provisions of Section 6.14, or any other form approved by Administrative Agent.“Joint Lead Arrangers” means the Left Lead Arranger and J. P. Morgan Securities LLC, in their capacities as joint leadarrangers and joint bookrunners, and Citigroup Global Markets Inc., RBC Capital Markets and TD Securities (USA) LLC, in theircapacity as joint lead arrangers.31“JV Entity” means a non-wholly-owned Subsidiary or joint venture in which Equinix or one or more of its Subsidiaries is ajoint venturer with another Person.“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 and administrative or judicial precedents or authorities, including the interpretation or administration thereof by anyGovernmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrativeorders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in eachcase whether or not having the force of law.“L/C Advance” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in anyL/C Borrowing in accordance with its Applicable Percentage. 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 beenreimbursed on the date when made 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 the amount thereof.“L/C Issuer” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any other Revolving Lenderappointed by the Borrower (with the consent of the Administrative Agent and such appointed Lender) as an issuer of Letters of Credithereunder by written notice to the Revolving Lenders as a replacement for any L/C Issuer who is at the time of such appointment aDefaulting Lender, or any successor issuer of Letters of Credit hereunder. Any reference to “the L/C Issuer” herein shall mean eitherBank 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 outstandingLetters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing theamount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance withSection 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but anyamount 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.32“Left Lead Arranger” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealerwholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any ofits subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the dateof this Agreement), 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’sAdministrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and theAdministrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or suchAffiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in theform from time to time in use by the L/C Issuer.“Letter of Credit Expiration Date” means the day that is seven days prior to the Revolving Maturity Date (or, if such day is nota Business Day, the next 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 $250,000,000. The Letter of Credit Sublimit is part of, and not inaddition to, the Aggregate Commitments.“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 eachcase as long as there is a published 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 ornature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbranceon title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).33“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a TermLoan.“Loan Documents” means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights inCash Collateral pursuant to the provisions of Section 2.14 of this Agreement, the Fee Letters, each Request for Credit Extension, anyguaranty of the Obligations by a Guarantor (including the Multiparty Guaranty), the Term B-2 Facility Pricing Notice, the CollateralDocuments, each Joinder Agreement, any other joinder agreement executed by any Loan Party in favor of the 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 anySecured Party or their respective authorized designee evidencing or otherwise relating to any of the Credit Extensions or hereunder(but specifically excluding any Secured Hedge Agreement 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 continuationof Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A or suchother form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmissionsystem as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of theBorrower.“Loan Parties” means, collectively, the Borrower, each Guarantor and each Pledgor Subsidiary; provided, however, that eachPledgor Subsidiary shall be excluded from the term “Loan Parties” for purposes of such term’s use within (a) the definitions of“Intercompany Accounts”, “Loan Party Accounts Receivable”, “Material Domestic Subsidiary”, “Material Subsidiary”, “Net LoanParty Accounts Receivable” and “Real Property Lease Accounts”, and (b) Sections 4.01, 5.08, 5.17, 7.05(h), the last proviso ofSection 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 UniformCommercial Code of the applicable jurisdiction) owned by each Loan Party, whether now owned or existing, or hereafter created,acquired or arising (but excluding Real Property Lease Accounts), (b) any instruments to the extent they evidence an account debtor’spayment obligations with respect to such accounts, and (c) all proceeds (including proceeds of any insurance policies, proceeds ofproceeds and claims against third parties), and products of and supporting obligations for the property and assets described in theforegoing clauses (a) and (b).“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in theLondon interbank eurodollar market.34“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 awhole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, orof the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverseeffect upon the legality, validity, binding effect or enforceability against any Loan Party of 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 DomesticSubsidiary or group of Domestic Subsidiaries (other than Loan Parties or joint ventures) whose net accounts receivable (afterintercompany eliminations and excluding Real Property Lease Accounts), individually or collectively (as the case may be), equal orexceed 10.0% of all net accounts receivable of Equinix and its Domestic Subsidiaries (after intercompany eliminations and excludingReal Property Lease Accounts) as of the end of the most recently completed fiscal quarter of Equinix.“Material Subsidiary” means, as at any date of determination (determined in accordance with GAAP), any Subsidiary or groupof Subsidiaries of Equinix (other than Loan Parties) (a) whose total assets, individually or collectively (as the case may be), equal orexceed 20.0% of the consolidated total assets (after intercompany eliminations) of Equinix and its Subsidiaries as of the end of the mostrecently completed fiscal quarter of Equinix, or (b) whose revenue, individually or collectively (as the case may be), for theMeasurement Period most recently ended equals or exceeds 10.0% of the consolidated revenue (after intercompany eliminations) ofEquinix and its Subsidiaries for such Measurement Period.“Maturity Date” means the Revolving Maturity Date, the Term A Maturity Date, the Term B-1 Maturity Date or the Term B-2 Maturity Date, as the context requires.“Maximum Incremental Facilities Amount” means, as at any date of determination following the Third AmendmentEffective Date, the sum of:(a) $500,000,000, plus(b) the result of (i) any voluntary prepayments of the Loans (in the case of any prepayment of Revolving Loans, solelyto the extent such prepayment is accompanied by a permanent reduction in the Aggregate Revolving Commitments in anamount equal to such prepayment) made on or prior to such date (it being understood that any such voluntary prepaymentfinanced with the proceeds of incurrences of Indebtedness shall not be included in the calculation of the amount under thisclause (b)(i)), minus (ii) the aggregate principal amount of all increases to the Aggregate Commitments outstanding as of suchdate and (without duplication) the aggregate principal amount of all Loans outstanding as of such date35made pursuant to an increase in the Aggregate Commitments, in each case to the extent such increases were made in relianceon clause (b)(i) of this definition after the Third Amendment Effective Date but on or prior to such date of determination, plus(c) an additional amount of Aggregate Commitments (if any) such that, after giving effect to the incurrence ofIndebtedness under such additional amount of Aggregate Commitments, the Consolidated Senior Secured Leverage Ratio,recomputed on a pro forma basis as of the last day of the most recent fiscal quarter for which statements have been furnishedpursuant to Section 6.01(a) or (b), would not exceed 2.25 to 1.00 (assuming (i) the Indebtedness being incurred as of such dateof determination would be included in the definition of Consolidated Senior Secured Leverage Ratio, whether or not suchIndebtedness would otherwise be so included, and (ii) with respect to all increases in the Aggregate Revolving Commitmentsmade after the Third Amendment Effective Date, assuming a borrowing of the maximum amount of Revolving Loansavailable thereunder); provided that in the case of any increase in the Aggregate Commitments used to finance a PermittedAcquisition or other Investment permitted under Section 7.02 (x) the Consolidated Senior Secured Leverage Ratio shall becomputed giving pro forma effect to such Permitted Acquisition or other Investment (including adjustments with respect toany cost savings or synergies to the extent allowed by the definition of “Consolidated EBITDA”) as if such PermittedAcquisition or other permitted Investment had been consummated on the first day of the applicable Measurement Period and(y) solely to the extent such Permitted Acquisition or other permitted Investment is not contingent on financing, the date ofdetermination for purposes of this clause (c) shall be deemed to be the date on which the definitive agreements for suchPermitted Acquisition or other permitted Investment are entered into.For purposes of the foregoing, increases in the Aggregate Commitments (other than in connection with the Term B-2Effective Date) first shall be incurred under clause (b), then to the extent compliant, clause (c) and lastly clause (a).“Measurement Period” means, at any date of determination, the rolling two most recently completed fiscal quarters of Equinix,annualized.“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which theBorrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made orbeen obligated to make contributions.“Multiparty Guaranty” means, collectively, the guaranty made by the Guarantors in favor of the Secured Parties under Section10.19.36“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISAAffiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.“Net Cash Proceeds” means (a) with respect to any Asset Sale by the Borrower or any of its Subsidiaries, the excess, if any, of(i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents receivedby way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over(ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid inconnection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Borrower or such Subsidiary in connection with such transaction, (C) transfer and similar taxesincurred by the Borrower or such Subsidiary in connection with such transaction and income taxes reasonably estimated to be actuallypayable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; providedthat, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash inrespect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds, (D) amounts provided as areserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustmentassociated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, suchamounts shall constitute Net Cash Proceeds of such Asset Sale) and (E) in the case of any Asset Sale by a Subsidiary that is notdirectly or indirectly wholly-owned (other than directors qualifying shares) by the Borrower, the pro rata portion of the Net CashProceeds thereof (calculated without regard to this subclause (E)) attributable to minority interests and not available for distribution as aresult thereof to or for the account of the Borrower or by a Restricted Subsidiary that is directly or indirectly wholly-owned (other thandirectors qualifying shares) by the Borrower; and (b) with respect to the incurrence or issuance of any Indebtedness by the Borrower orany of its Restricted Subsidiaries, the excess of (i) the sum of the cash and cash equivalents received in connection with suchtransaction over (ii) the underwriting discounts and commissions, original issue discounts, fees and other reasonable and customaryout-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection therewith and not netted out of cash andcash equivalents received as described in clause (i).“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-Extending Lender” has the meaning set forth in Section 2.16(b).37“Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.“Note” means a Term A Note, a Term B-1 Note, a Term B-2 Note or a Revolving Note, as the context may require.“Notice Date” has the meaning set forth in Section 2.16(b).“NY3” means NY 3, LLC, a Delaware limited liability company, and any successor thereto.“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising underany Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired byassumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrueafter the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Lawsnaming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in suchproceeding; provided that Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan 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(a).“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liabilitycompany, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, jointventure, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organizationand any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with theapplicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles offormation or organization of such entity.“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connectionbetween such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,delivered, become a party to,38performed its obligations under, received payments under, received or perfected a security interest under, engaged in any othertransaction pursuant to or enforced any Loan 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 arisefrom any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfectionof a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxesimposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).“Outstanding Amount” means (a) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregateoutstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring onsuch date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amountof such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes inthe aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower ofUnreimbursed Amounts.“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the FederalFunds Rate and (ii) an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in accordance withbanking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, therate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to theamount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank ofAmerica 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)]10.06(d).“Participant Register” has the meaning specified in Section [10.06(d)]10.06(d).“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency inaccordance with legislation of the European Union relating to Economic and Monetary Union.“PBGC” means the Pension Benefit Guaranty Corporation.39“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 anyinstallment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of thePension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that ismaintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject tothe minimum funding standards under Section 412 of the Code.“Permitted Acquisition” means any Acquisition by Equinix or any of its Subsidiaries, provided that: (a) such Investment is nota Hostile Acquisition; and (b) after giving pro forma effect to the consummation of such Acquisition, (i) the Loan Parties shall be incompliance with each of the financial covenants set forth in Section 7.11, and (ii) no Default or Event of Default shall have occurredand be continuing or would result therefrom.“Permitted Open Market Purchases” means the purchase by the Borrower of Term B Loans in consensual transactions with theapplicable Term B Lenders; provided that (a) the aggregate principal amount (calculated on the face amount thereof) of all Term BLoans so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevantrepurchase (and may not be resold) and (b) such purchase is made in compliance with the terms of Section 10.16(h).“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,partnership, Governmental Authority or other entity.“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintainedfor employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required tocontribute on behalf of any of its employees.“Platform” has the meaning specified in Section [6.02][.]6.02.“Pledge and Security Agreement” means the Pledge and Security Agreement made by the Borrower and the Guarantors, aspledgors and debtors, in favor of the Administrative Agent, substantially in the form of Exhibit F.“Pledged Subsidiary” has the meaning specified in Section 6.16.40“Pledgor Subsidiary” has the meaning specified in Section 6.16.“Project Victory Transaction” means the Borrower’s acquisition of certain assets related to space, power and on-sitetelecommunications connectivity for information technology equipment in connection with certain business operations atcertain sites, together with certain support services relating to the foregoing, from Verizon Communications Inc. (the “Seller”)pursuant to that certain Transaction Agreement dated as of December 6, 2016, between the Borrower and the Seller.“Public Lender” has the meaning specified in Section [6.02][.]6.02.“Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifiesat 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 time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.“Rate Determination Date” means, with respect to any Interest Period, two (2) Business Days prior to the commencement ofsuch Interest Period (or such 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 theAdministrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).“Real Estate Holding Subsidiary” means any Subsidiary (other than a Material Domestic Subsidiary) the assets of whichconsist primarily of fee or leasehold 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 realproperty by such Loan Party to 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 byor on account of any obligation of any Loan Party hereunder.“Refinanced Term Loans” has the meaning specified in Section 2.17(a).“Refinancing Amendment” means an amendment to this Agreement pursuant to which any Refinancing Term Loans and/orReplacement Revolving Commitments have been provided for in accordance with Section 2.17, which shall be consistent with theapplicable provisions of this Agreement and otherwise satisfactory to the parties thereto. Each Refinancing Amendment shall beexecuted by the Administrative Agent, the L/C Issuer (to the extent Section 10.01 would require the consent of the L/C Issuer for theamendments effected in such Refinancing Amendment), the41Loan Parties and the applicable Credit Agreement Refinancing Facility Lenders. Any Refinancing Amendment may include conditionsfor delivery of opinions of counsel and other documentation consistent with the conditions in Sections 4.01 and/or 4.02 to the extentreasonably requested by the Administrative Agent or the applicable Credit Agreement Refinancing Facility Lenders.“Refinancing Term Loans” means one or more new Classes of Term Loans that result from a Refinancing Amendment inaccordance with Section 2.17.“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 856-860of the Code.“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.“Replaced Revolving Commitments” has the meaning specified in Section 2.17(a).“Replacement Revolving Commitments” means one or more new Classes of Revolving Commitments established pursuant to aRefinancing Amendment in accordance with Section 2.17.“Replacement Revolving Lender” means a Revolving Lender with a Replacement Revolving Commitment or an outstandingReplacement Revolving Loan.“Replacement Revolving Loans” means Revolving Loans made pursuant to Replacement Revolving Commitments.“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 daynotice period has been waived.[“Repricing Event” has the meaning specified in Section 2.04(d). ]“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Noticeand (b) with respect to an L/C Credit Extension, a Letter of Credit Application.“Required Lenders” means, as of any date of determination, at least two Lenders holding more than 50% of the sum of theAggregate Commitments under the Revolving Facility and the Outstanding Amount of all Term Loans or, if the commitment of eachLender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section[8.02][,]8.02, at least two Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount ofeach Revolving Lender’s risk participation and funded42participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition). The Total Credit Exposure ofany Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of anyUnreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lendershall be deemed to be held by the Lender that is the L/C Issuer in making such determination.“Required Revolving Lenders” means, as of any date of determination, at least two Revolving Lenders holding more than 50%of the sum of the (a) Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation andfunded participation in L/C Obligations being deemed “held” by such Revolving Lender for purposes of this definition) and (b)aggregate unused Revolving Commitments; provided that the unused Revolving Commitment of, and the portion of the TotalRevolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination ofRequired Revolving Lenders.“Required Revolving and Term A Lenders” means as of any date of determination, at least two Lenders holding more than50% of the sum of (a) Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation andfunded participation in L/C Obligations being deemed “held” by such Revolving Lender for purposes of this definition), (b) theaggregate unused Revolving Commitments and (c) the Outstanding Amount of the Term A Loans; provided that the unused RevolvingCommitment of, the portion of the Total Revolving Outstandings held or deemed held by, and the Term A Loans held by, anyDefaulting Lender shall be excluded for purposes of making a determination of Required Revolving and Term A Lenders.“Required Term A Lenders” means, as of any date of determination, at least two Term A Lenders holding more than 50% ofthe Outstanding Amount of the Term A Loans; provided that the Term A Loans held by any Defaulting Lender shall be excluded forpurposes of making a determination of Required Term A Lenders.“Required Term B Lenders” means, as of any date of determination, Term B Lenders holding more than 50% of the Term B[Facility]Facilities on such date; provided that the portion of any [Term B Commitments or ]Term B Loans held by any DefaultingLender shall be excluded for purposes of making a determination of Required Term B Lenders.“Responsible Officer” means the chief executive officer, chief financial officer, treasurer or vice president-tax and treasury of aLoan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistantsecretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Partyso designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of theapplicable Loan Party designated in or pursuant to an agreement43between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a ResponsibleOfficer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or otheraction on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of suchLoan Party.“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect toany capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or otherproperty), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation ortermination of any such capital stock or other Equity Interest, or on account 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 Borrowingof such Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of such Eurocurrency RateLoan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agentshall 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) each date of an amendment of any such Letterof Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of anypayment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) such additional dates as theAdministrative Agent or the L/C Issuer shall determine or the Required Lenders shall reasonably require (including, without limitation,any date of determination of the Total Outstandings and the Outstanding Amount of L/C Obligations).“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type, in the samecurrency and, in the case of Eurocurrency Rate Revolving Loans, having the same Interest Period made by each of the RevolvingLenders pursuant to Section 2.01.“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowerpursuant to Section 2.01, and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one timeoutstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment andAssumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to timein accordance with this Agreement.44“Revolving Credit Exposure” means, as to any Revolving Lender at any time, the aggregate Outstanding Amount at such timeof its Revolving Loans and the aggregate Outstanding 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 andL/C Obligations.“Revolving Lender” means, at any time, any Lender that has a Revolving Commitment at such time.“Revolving Loan” has the meaning specified in Section 2.01.“Revolving Maturity Date” means (a) December 17, 2019 and (b) if such maturity date is extended pursuant to Section 2.16,solely as to each Revolving Lender agreeing to extend such maturity date, such extended maturity date as determined pursuant to suchSection; provided, however, that if such date is not a Business Day, the Revolving Maturity Date shall be the immediately precedingBusiness Day.“Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing RevolvingLoans made by such Revolving 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-LSeller.“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b)with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by theAdministrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlementof international banking transactions in the relevant Alternative Currency.“Sanction(s)” means any sanction or embargo imposed, administered or enforced by the United States Government (includingwithout 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 principalfunctions.45“Second Amendment” [means the Second Amendment to Credit Agreement, dated as of December 8, 2015, by and] amongthe Borrower, the Guarantors, the Lenders party thereto, [the Administrative Agent and the L/C Issuer.]has the meaning specified inthe recitals.“Second Amendment Effective Date” has the meaning specified for such term in the Second Amendment.“Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party and/or any of itsSubsidiaries and any Cash Management Bank.“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permittedunder Article VI or VII between 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 andSecured Hedge Agreements and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing,including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired byassumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrueafter the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Lawsnaming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in suchproceeding; provided that the Secured Obligations shall exclude any Excluded Swap Obligations. Solely with respect to theBorrower’s grant of a security interest in its Collateral pursuant to the Collateral Documents, and for no other purpose, the amount ofSecured Obligations (but not Obligations) of the Borrower shall be limited to an amount equal to the Borrower Collateral Limit. TheBorrower Collateral Limit shall not limit the amount of Secured Obligations guaranteed by the Guarantors, nor the amount of SecuredObligations secured by the Guarantors’ Collateral.“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the CashManagement Banks, the Indemnitees, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant toSection 9.05.“Secured Party Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the formof Exhibit H.“Senior Notes Indentures” means, collectively, the Indentures (together with any Supplemental Indentures thereto) entered intoby Equinix in connection with the 4.875% Senior Notes Due 2020, the 5.375% Senior Notes Due 2022, the 5.375% Senior Notes Due2023, the 5.750% Senior Notes Due 2025 and the 5.875% Senior Notes Due 2026.46“Singapore Dollars” or “SGD” means the lawful currency of the Republic of Singapore.“Special Mandatory Redemption Event” means a mandatory redemption (at par) of the 5.875% Senior Notes Due 2026triggered by either of the following: (a) the Telecity Transaction is not completed on or prior to November 29, 2016 or (b) prior toNovember 29, 2016, the offer in respect of the Telecity Transaction has lapsed or been withdrawn for the purposes of the U.K. CityCode on Takeovers and Mergers.“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member ofthe Organization for Economic 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 to giving 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 therate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with anothercurrency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to thedate as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain suchspot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in suchcapacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/CIssuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter ofCredit denominated in an Alternative Currency.“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and anysuccessor thereto.“Sterling”, “GBP” and “£” mean the lawful currency of the United Kingdom.“Sterling Term A Borrowing” means a borrowing consisting of simultaneous Sterling Term A Loans of the same Type, inSterling, and having the same Interest Period made by each of the Term A Lenders on the First Amendment Effective Date.“Sterling Term A Loan” means the term loans advanced by the Term A Lenders to the Borrower in Sterling on the FirstAmendment Effective Date in the aggregate amount of £92,586,469.15.“Sterling Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender evidencing the SterlingTerm A Loan made by such Term A Lender, substantially in the form of Exhibit C-3.47“Sterling Term B[ Commitments” means as to each Sterling Term B Lender, its obligation to make a Sterling Term B Loan tothe Borrower pursuant to Section 2.01(a)(ii) in an aggregate principal amount at any one time outstanding not to exceed the amount setforth opposite such Sterling Term B Lender’s name on Schedule 2.01 under the caption “Sterling Term B Commitment” or oppositesuch caption in the Assignment and Assumption pursuant to which such Sterling Term B Lender becomes a party hereto, asapplicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Second AmendmentEffective Date, the aggregate amount of the Sterling Term B Commitments is £300,000,000.]-1 Lender” means any Lender thatholds Sterling Term B-1 Loans at such time.[“Sterling Term B Lender” means (a) at any time during the Availability Period in respect of the Term B Facility, any Lenderthat has a Sterling Term B Commitment at such time, and (b) at any time after the Availability Period, any Lender that holds SterlingTerm B Loans at such time.]“Sterling Term B-1 Loan” has the meaning specified in Section 2.01(a)(ii).“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity ofwhich a majority of the shares of securities or other interests having ordinary voting power for the election of directors or othergoverning body (other than securities or interests having such power only by reason of the happening of a contingency) are at the timebeneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, orboth, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiaryor Subsidiaries of Equinix.“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward ratetransactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond orbond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rateoptions, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions,cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any ofthe foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subjectto any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms andconditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with anyrelated schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.48“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract ortransaction that constitutes a “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 anylegally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts havebeen closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior tothe date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determinedbased upon one or more mid-market or other readily available quotations provided by any recognized dealer 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 ortax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balancesheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of suchPerson (without regard to accounting treatment).“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system, whichutilizes a single shared platform 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 paymentsystem, if any, determined by 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 similar assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax orpenalties applicable thereto.“Telecity Transaction” means the Borrower’s proposed acquisition of 100% of the issued and outstanding Equity Interests ofTelecity Group plc.“Term A Borrowing” means a CHF Term A Borrowing, a Euro Term A Borrowing, a Sterling Term A Borrowing or a YenTerm A Borrowing, as applicable.“Term A Facility” means, at any time, the aggregate principal amount of the Term A Loans of all Term A Lenders outstandingat such time.49“Term A Lender” means any Lender that holds Term A Loans.“Term A Loan” means a CHF Term A Loan, a Euro Term A Loan, a Sterling Term A Loan or a Yen Term A Loan, asapplicable.“Term A Maturity Date” means (a) December 17, 2019 and (b) if such maturity date is extended pursuant to Section 2.16,solely as to each Term A Lender agreeing to extend such maturity date, such extended maturity date as determined pursuant to suchSection; provided, however, that if such date is not a Business Day, the Term A Maturity Date shall be the immediately precedingBusiness Day.“Term A Note” means a CHF Term A Note, a Euro Term A Note, a Sterling Term A Note or a Yen Term A Note, asapplicable.“Term B Facility” means the Term B-1 Facility and the Term B-2 Facility.“Term B Lenders” means the Term B-1 Lenders and the Term B-2 Lenders.“Term B Loans” means the Term B-1 Loans and the Term B-2 Loans.“Term B-1 Borrowing” means a borrowing consisting of simultaneous Term B-1 Loans of the same Type and having thesame Interest Period made by each of the Term B-1 Lenders pursuant to Section 2.01(a)(ii).“Term B[ Commitments” means, collectively, the Dollar Term B Commitments and the Sterling Term BCommitments.][“Term B]-1 Facility” means, at any time, [(a) during the Availability Period in respect of such Facility, the aggregateamount of the Term B Commitments at such time and (b) thereafter, ]the aggregate principal amount of the Term B-1 Loans of allTerm B-1 Lenders outstanding at such time.“Term B[ Funding Date” means the date on which the Term B Lenders make the Term B Loans.][“Term B]-1 Lender” meansa Sterling Term B-1 Lender or a Dollar Term B-1 Lender, as applicable.“Term B-1 Loan” has the meaning specified in Section 2.01(a)(ii).“Term B-1 Maturity Date” means (a) January 8, 2023 and (b) if such maturity date is extended pursuant to the seven yearanniversary of the Term B[ Funding Date and (b) if such maturity date is extended pursuant to ]Section 2.16, solely as to each Term B-1 Lender agreeing to extend such maturity date, such extended maturity date as determined pursuant to such Section; provided,however, that if such date is not a Business Day, the Term B-1 Maturity Date shall be the immediately preceding Business Day.50“Term B-1 Note” means a promissory note made by the Borrower in favor of a Term B-1 Lender, evidencing Term B-1 Loansmade by such Term B-1 Lender, substantially in the form of Exhibit C‑5.“Term [Facilities” means the Term A Facility and the Term B Facility]B-2 Borrowing” means a borrowing consisting ofsimultaneous Term B-2 Loans of the same Type and having the same Interest Period made by each of the Term B-2 Lenderspursuant to Section 2.01(a)(iii).“Term B-2 Commitments” means as to each Term B-2 Lender, its obligation to make a Term B-2 Loan to theBorrower pursuant to Section 2.01(a)(iii) in an aggregate principal amount at any one time outstanding not to exceed theamount set forth opposite such Term B-2 Lender’s name on Schedule 2.01 under the caption “Term B-2 Commitment” oropposite such caption in the Assignment and Assumption pursuant to which such Term B-2 Lender becomes a party hereto,as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Term B-2Effective Date, the aggregate amount of the Term B-2 Commitments shall not exceed €1,000,000,000.“Term B-2 Effective Date” means the date upon which the conditions to effectiveness set forth in Section 3.04 of theThird Amendment are satisfied.“Term B-2 Facility” means, at any time, the aggregate principal amount of the Term B-2 Loans of all Term B-2Lenders outstanding at such time.“Term B-2 Facility Pricing Notice” has the meaning specified in Section 3.04 of the Third Amendment.“Term B-2 Funding Date” means the date on which the Term B-2 Lenders make the Term B-2 Loans.“Term B-2 Lender” means any Lender that holds Term B-2 Loans at such time.“Term B-2 Loan” has the meaning specified in Section 2.01(a)(iii).“Term B-2 Maturity Date” means (a) the seven year anniversary of the Term B-2 Funding Date and (b) if such maturitydate is extended pursuant to Section 2.16, solely as to each Term B-2 Lender agreeing to extend such maturity date, suchextended maturity date as determined pursuant to such Section; provided, however, that if such date is not a Business Day,the Term B-2 Maturity Date shall be the immediately preceding Business Day.“Term B-2 Note” means a promissory note made by the Borrower in favor of a Term B-2 Lender, evidencing Term B-2 Loans made by such Term B-2 Lender, substantially in the form of Exhibit C‑6.51“Term Facilities” means the Term A Facility and each Term B Facility.“Term Lender” means a Term A Lender[ or], a Term B-1 Lender or a Term B-2 Lender, as applicable.“Term Loan” means a Term A Loan, a Term B-1 Loan or a Term B-2 Loan, as applicable.“Third Amendment” means the Third Amendment to Credit Agreement and Second Amendment to Pledge andSecurity Agreement, dated as of December 22, 2016 among the Borrower, the Guarantors, the Lenders party thereto, and theAdministrative Agent.“Third Amendment Effective Date” has the meaning specified in the Third Amendment.“Third Amendment Repricing Effective Date” means (a) with respect to any of the Dollar Term B-1 Loans, the date (ifany) on which the conditions set forth in Section 3.02 of the Third Amendment have been satisfied with respect to such DollarTerm B-1 Loans and (b) with respect to any of the Sterling Term B-1 Loans, the date (if any) on which the conditions set forthin Section 3.03 of the Third Amendment have been satisfied with respect to such Sterling Term B-1 Loans.“Total Credit Exposure” means, as to any Lender at any time, the sum of the unused Commitments, the outstanding TermLoans 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.“Transaction” or “Transactions” means the Telecity Transaction and/or the Bit-isle Transaction, as applicable.“Transfer” has the meaning specified in Section 7.05.“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).52“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated as such on Schedule 6.16 hereto as of the ClosingDate, or after the Closing 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).“Weighted Average Life to Maturity” means, on any date and with respect to the aggregate amount of the applicable TermLoans, an amount equal to (a) the scheduled repayments of such Term Loans to be made after such date, multiplied by the number ofdays from such date to the respective dates of such scheduled repayments divided by (b) the aggregate principal amount of such TermLoans.“Withholding Agent” means any Loan Party and the Administrative Agent.“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down andconversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEAMember Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.“Yen” and “¥” mean the lawful currency of Japan.“Yen Term A Borrowing” means a borrowing consisting of simultaneous Yen Term A Loans of the same Type, in Yen, andhaving the same Interest Period made by each of the Term A Lenders on the First Amendment Effective Date.“Yen Term A Loan” means the term loans advanced by the Term A Lenders to the Borrower in Yen on the First AmendmentEffective Date in the aggregate amount of ¥ 11,924,000,000.“Yen Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender evidencing the Yen Term ALoan made by such Term A Lender, substantially in the form of Exhibit C-4.“Yield Differential” has the meaning set forth in Section 2.13(e).1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwisespecified herein or in such other Loan Document:(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever thecontext may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”“includes” and53“including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the samemeaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement,instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument orother document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall beconstrued to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words ofsimilar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to anyparticular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed torefer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) anyreference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such lawand any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified orsupplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect andto 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 andincluding;” 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 affectthe interpretation of this Agreement 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 allfinancial data (including financial statements, financial ratios and other financial calculations) required to be submitted pursuant to thisAgreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in amanner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financialcovenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstandingprincipal 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 requirementset forth in any Loan Document, and either the Borrower or54the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amendsuch ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of theRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance withGAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financialstatements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliationbetween calculations of such ratio or requirement made before and after giving effect to such change in GAAP.1.04. Rounding. Any financial ratios required to be maintained by the Borrower, their Subsidiaries or any Loan Partypursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result toone place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearestnumber (with a rounding-up if there is no nearest number).1.05. Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the L/C Issuer, as applicable, shalldetermine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions andL/C Obligations denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shallbe the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or exceptas otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall besuch 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 EurocurrencyRate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a Commitment or a required minimum ormultiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in anAlternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to thenearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or theL/C Issuer, as the case may be.(c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have anyliability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate”or with respect to any comparable or successor rate thereto.551.06. Additional Alternative Currencies.(a) The Borrower may from time to time request that Eurocurrency Rate Revolving Loans be made and/or Letters of Credit beissued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requestedcurrency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In thecase of any such request with respect to the making of Eurocurrency Rate Revolving Loans, such request shall be subject to theapproval of the Administrative Agent and the Revolving Lenders; and in the case of any such request with respect to the issuance ofLetters 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 dateof the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any suchrequest pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining toEurocurrency Rate Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the caseof any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. EachRevolving Lender (in the case of any such request pertaining to Eurocurrency Rate Revolving Loans) or the L/C Issuer (in the case ofa request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days afterreceipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Revolving Loans or the issuanceof Letters of Credit, as the case may be, in such requested currency.(c) Any failure by a Revolving Lender or the L/C Issuer, as the case may be, to respond to such request within the time periodspecified in the preceding sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permitEurocurrency Rate Revolving Loans to be made or Letters of Credit to be issued in such requested currency. If the AdministrativeAgent and all the Revolving Lenders consent to making Eurocurrency Rate Revolving Loans in such requested currency, theAdministrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an AlternativeCurrency hereunder for purposes of any Borrowings of Eurocurrency Rate Revolving Loans; and if the Administrative Agent and theL/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify theBorrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of anyLetter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under thisSection 1.06, the Administrative Agent shall promptly so notify the Borrower.56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 of theEuropean Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of suchadoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual ofinterest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the Londoninterbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention orpractice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowingin the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect tosuch 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 Agentmay from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union andany relevant market conventions or practices relating to the Euro.(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the AdministrativeAgent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant marketconventions or practices relating to the change in currency.1.08. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time(daylight or standard, as applicable).1.09. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall bedeemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that withrespect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automaticincreases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximumstated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effectat such time.ARTICLE II.THE COMMITMENTS AND CREDIT EXTENSIONS572.01. Loans.(a) The Term Loans.(i) Subject to the terms and conditions set forth herein, the Term A Lenders made loans to the Borrower, inDollars, on the Closing Date, in an aggregate amount equal to $500,000,000 (the “Initial Term Loan”). On the FirstAmendment Effective Date, the Initial Term Loan was repaid in full in accordance with the terms of the FirstAmendment and the Term A Lenders made the CHF Term A Loans, Euro Term A Loans, Sterling Term A Loans andYen Term A Loans to the Borrower. As of the Second Amendment Effective Date, the Outstanding Amount of theCHF Term A Loans, Euro Term A Loans, Sterling Term A Loans and Yen Term A Loans, respectively, is set forth onSchedule 2.01. All amounts borrowed in respect of the Term A Loans and repaid or prepaid may not be reborrowed.All Term A Loans shall be Eurocurrency Rate Loans, as further provided herein.(ii) Subject to the terms and conditions set forth herein and in Section 3 of the Second Amendment, [(A)each]the Dollar Term B[ Lender severally agrees to make]-1 Lenders made loans to the Borrower, in Dollars[ and (B)each Sterling Term B Lender severally agrees to make], on January 8, 2016, in an aggregate amount equal to$250,000,000 (collectively, the “Dollar Term B-1 Loans”), and the Sterling Term B-1 Lenders made loans to theBorrower, in Sterling, [in each case on any Business Day during the Availability Period for the Term B Facility] (itbeing understood that all such loans shall be made in a single drawdown on [a Business Day during such period), in anaggregate amount not to exceed (x) with respect to each Dollar Term B Lender, such Lender’s Applicable Percentageof the aggregate amount of the Dollar Term B Commitments at such time (a “Dollar Term B Loan”) and (y) withrespect to each Sterling Term B Lender, such Sterling Term B Lender’s Applicable Percentage of the aggregate amountof the Sterling Term B Commitments at such time (a “Sterling Term B Loan]on January 8, 2016, in an aggregateamount equal to £300,000,000 (collectively, the “Sterling Term B-1 Loans” and together with the Dollar Term B-1Loans, the “Term B-1 Loans” and each, a “Term B-1 Loan”); [provided]it being understood that, notwithstandinganything to the contrary contained herein (and without affecting any other provisions hereof), [the Borrower and theTerm B Lenders hereby agree that ]original issue discount [shall apply]applied to the Term B-1 Loans such that theTerm B-1 Lenders [shall fund]funded the Term B-1 Loans to the Borrower in an amount equal to the percentage of theprincipal amount of such Term B-1 Loans set forth in the Engagement Letter. The full principal amount of the Term B-1 Loans [shall be]was deemed to be outstanding [on the Term B Funding Date]as of January 8, 2016 and58the Borrower shall be obligated to repay 100% of the principal amount of the Term B-1 Loans as provided hereunderand all calculations of interest and fees calculated by reference to the principal amount thereof will be made on the basisof the full stated amount thereof. [The Term B] Borrowing shall consist[ of (I) Dollar Term B] Loans madesimultaneously by the [Dollar Term B Lenders and (II) Sterling Term B Loans made simultaneously by the SterlingTerm B] Lenders, in each case in accordance with their respective Applicable Percentages of the aggregate amount ofthe [Dollar Term B Commitments and Sterling Term B Commitments]As of the Third Amendment Effective Date,the Outstanding Amount of the Dollar Term B-1 Loans and Sterling Term B-1 Loans, respectively, [at suchtime.]is $248,750,000 and £298,500,000. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid maynot be reborrowed. All Sterling Term B-1 Loans shall be Eurocurrency Rate Loans, as further provided herein.(iii) For the avoidance of doubt, [the Term B Commitments do not constitute an increase in the AggregateCommitments for purposes of Section 2.13. ]Subject to the terms and conditions set forth herein and in Section 3of the Third Amendment, each Term B-2 Lender severally agrees to make loans to the Borrower, in Euro, onthe date that is three (3) Business Days after the Term B-2 Effective Date (it being understood that all such loansshall be made in a single drawdown on such date), in an aggregate amount not to exceed such Term B-2 Lender’sApplicable Percentage of the aggregate amount of the Term B-2 Commitments at such time (the “Term B-2Loans” and each, a “Term B-2 Loan”). The Term B-2 Borrowing shall consist of Term B-2 Loans madesimultaneously by the Term B-2 Lenders, in each case in accordance with their respective Applicable Percentages ofthe aggregate amount of the Term B-2 Commitments at such time. Amounts borrowed under this Section 2.01(a)(iii) and repaid or prepaid may not be reborrowed. All Term B-2 Loans shall be Eurocurrency Rate Loans, asfurther provided herein.(b) The Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agreesto make revolving loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars or in one or more Alternative Currenciesfrom time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstandingthe amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) theTotal Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Outstanding Amount of theRevolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shallnot exceed such Lender’s Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the otherterms and conditions hereof, the Borrower59may borrow under this Section 2.01(b), prepay under Section 2.04, and reborrow under this Section 2.01(b). Revolving Loans may beBase 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 RateLoans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B)a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a LoanNotice. Each such notice must be received by the Administrative Agent not 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 Borrowing of, conversion to or continuation ofEurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to BaseRate 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 anyBorrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an InterestPeriod other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice mustbe received by the Administrative Agent not later than 11:00 a.m. (x) four Business Days prior to the requested date of suchBorrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (y) five Business Days (or sixBusiness 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 theAppropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. In the case of arequest for an Interest Period other than one, two, three or six months in duration, not later than 11:00 a.m. (A) three Business Daysbefore the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (B)four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing,conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notifythe Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all theAppropriate Lenders (and, if any of the Lenders objects to the requested duration of such Interest Period, the duration of the InterestPeriod for such Borrowing shall be one, two, three or six months, as specified by the Borrower in the applicable Loan Notice as thedesired alternative to the requested duration of such Interest Period (or one month, if no desired alternative is specified by the Borrowerin the applicable Loan Notice)). Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principalamount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c), each Borrowing ofor60conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. EachLoan Notice (whether telephonic or written) shall specify (1) the applicable Facility, (2) whether the Borrower is requesting aBorrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (3) the requested date ofthe Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (4) the principal amount of Loans tobe borrowed, converted or continued, (5) the Type of Loans to be borrowed or to which existing Loans are to be converted, (6) ifapplicable, the duration of the Interest Period with respect thereto and (7) the currency of such Loans to be borrowed. If the Borrowerfails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If theBorrower fails to specify a Type of Loan in a Loan Notice, then the applicable Loans shall be made as Base Rate Loans in Dollars. Ifthe Borrower fails to give a timely Loan Notice requesting a continuation or conversion of Eurocurrency Rate Loans, suchEurocurrency Rate Loans shall be automatically continued for an Interest Period of one month. If the Borrower requests a Borrowingof, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it willbe deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in adifferent currency, but instead must be prepaid or repaid in the original currency of such Loan, and, in the case of Revolving Loansonly, 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 Appropriate Lenderof the amount (and currency) of its Applicable Percentage of the applicable Term Loan or Revolving Loans, and if no timely LoanNotice of a continuation of Eurocurrency Rate Loans is provided by the Borrower, the Administrative Agent shall notify eachAppropriate Lender of the details of any automatic continuation of such Eurocurrency Rate Loans, in each case as described in thepreceding subsection. In the case of a Borrowing, each Appropriate Lender shall make the amount of its applicable Loan available tothe Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not 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 the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by theAdministrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of suchfunds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) theAdministrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowingdenominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first,shall be applied61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 anInterest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, or (i) in the case ofLoans in Dollars, converted to or continued as Eurocurrency Rate Loans without the consent of the Required Lenders or (ii) in the caseof Loans in Alternative Currencies, converted or continued as Eurocurrency Rate Loans with an Interest Period of more than onemonth if the Required Lenders so notify the Borrower. 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 monthInterest Period.(d) The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicableto any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans areoutstanding, the Administrative Agent shall notify the Borrower and the Appropriate Lenders of any change in Bank of America’sprime rate used in determining the Base Rate promptly following the public announcement of such change.(e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and allcontinuations of Term A Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Term AFacility. After giving effect to all Term B-1 Borrowings, all conversions of Term B-1 Loans from one Type to the other, and allcontinuations of Term B-1 Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term B-1 Facility. After giving effect to all Term B-2 Borrowings, all conversions of Term B-2 Loans from one Type to the other, andall continuations of Term B-2 Loans as the same Type, there shall not be more than six Interest Periods in effect in respect ofthe Term B-2 Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to theother, and all continuations of Revolving Loans as the same Type, there shall not be more than ten Interest Periods in effect in respectof the Revolving Facility.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 theRevolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Dateuntil the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies forthe account of the Borrower or its Subsidiaries, and to amend or extend Letters of62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 Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiariesand any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) theTotal Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (x) the Outstanding Amount of the RevolvingLoans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/CObligations, shall not exceed such Revolving Lender’s Revolving Commitment, and (y) the Outstanding Amount of the L/CObligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter ofCredit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditionsset forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, theBorrower’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 ExistingLetters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to andgoverned by the terms and conditions hereof.(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 afterthe date of issuance or last extension, unless the Required Revolving 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 theRevolving Lenders have approved 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 restrainthe L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or nothaving the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/CIssuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuerwith respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwisecompensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expensewhich was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;63(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of creditgenerally;(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial statedamount 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 acurrency other than Dollars or an Alternative Currency;(E) any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, includingthe delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate theL/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lenderarising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which theL/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 theLetter of Credit in its amended 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 obligationat such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit doesnot accept the proposed amendment to the Letter of Credit.(vi) The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and thedocuments associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the AdministrativeAgent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issuedby it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “AdministrativeAgent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided hereinwith respect to the L/C Issuer.64(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 theL/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signedby a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, byovernight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other meansacceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent notlater than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agreein a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In thecase of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detailsatisfactory 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 bepresented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiaryin case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/CIssuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Applicationshall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date ofamendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/CIssuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents andinformation pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer orthe Administrative Agent may require.(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (bytelephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and,if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice fromany Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuanceor amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then besatisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for theaccount of the Borrower or its applicable Subsidiary, as the case may be, or enter into the applicable amendment, as the case may be, ineach case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter ofCredit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,65purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’sApplicable Percentage times the amount of such Letter of Credit.(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agreeto issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any suchAuto-Extension Letter of Credit must 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 such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day(the “Non-Extension Notice Date”) in each such twelve-month period 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 to make a specific request to the L/C Issuer for anysuch extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to 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/C Issuershall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, atsuch time to 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 daythat is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required RevolvingLenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender, or the Borrower thatone or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuernot to permit such extension or (C) the expiry date of such extended Letter of Credit would be later than the Letter of Credit ExpirationDate, and the Borrower has not Cash Collateralized the Outstanding Amount of the L/C Obligations as of such extension date inrespect 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 respectthereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and completecopy of such Letter of Credit or amendment.(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/CIssuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/CIssuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through theAdministrative Agent in an amount equal to the amount of such drawing; provided, however, that in the case of a Letter of Creditdenominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in Dollars, and the L/C Issuer shall notify theBorrower of the Dollar66Equivalent of the amount of the drawing promptly following the determination thereof. If the Borrower fails to so reimburse the L/CIssuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of theunreimbursed 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 Percentagethereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed onthe Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitmentsand the conditions set forth in Section 4.02 (other than the delivery of a Revolving Loan Notice). Any notice given by the L/C Issueror the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing;provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.(ii) Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the AdministrativeAgent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’sOffice for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the Borrower insuch amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loansbecause the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to haveincurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/CBorrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, eachRevolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall bedeemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender insatisfaction of its participation obligation under this Section 2.03.(iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse theL/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Percentage ofsuch amount shall be solely for the account of the L/C Issuer.(v) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amountsdrawn under Letters of Credit, as contemplated67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 Revolving Lender may have against the L/C Issuer, the Borrower or anyother Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event orcondition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to makeRevolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by theBorrower of a Revolving Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of theBorrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together withinterest as provided herein.(vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amountrequired to be paid by such Lender 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 other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (actingthrough the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment isrequired to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicableOvernight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer inconnection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shallconstitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/CBorrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent)with respect to any 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 RevolvingLender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agentreceives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whetherdirectly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), theAdministrative Agent will distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as thosereceived 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) isrequired to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into bythe L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the68L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of suchdemand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time totime in effect. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and thetermination of this Agreement.(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter ofCredit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance withthe terms of this Agreement under all circumstances, including the following:(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 mayhave at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary orany such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactionscontemplated hereby or by such Letter of Credit or any agreement 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 or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in thetransmission or otherwise of any 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 theBorrower or any waiver by 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 formof a draft;(vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as theexpiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date isauthorized by the UCC or the ISP, as applicable;(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does notstrictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to anyPerson purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,69receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising inconnection 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 othercircumstance that might 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, inthe event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notifythe L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and itscorrespondents unless such notice is given as aforesaid.(f) Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit,the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expresslyrequired by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of thePerson executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective RelatedParties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omittedin connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable;(ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness,validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower herebyassumes all risks of the acts or omissions of any beneficiary or transferee with respect to 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 and remedies as it may haveagainst 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 ofthe matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrarynotwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to theextent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which theBorrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to payunder any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with theterms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documentsthat appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the70contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning orpurporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, whichmay prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to orfrom the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or 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 isissued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letterof Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights andremedies against the Borrower shall not be impaired by, any action or inaction 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 this Agreement, including the Law or any orderof a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practicestatements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - InternationalFinancial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter ofCredit chooses such law or practice.(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender inaccordance with its Applicable Percentage a Letter of Credit fee in Dollars (the “Letter of Credit Fee”) for each Letter of Credit equalto the Applicable Margin times the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter ofCredit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such DefaultingLender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximumextent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respectiveApplicable Percentages allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payableto the L/C Issuer for its own account. For purposes of computing the 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 andpayable on the last Business Day of each March, June, September and December, commencing with the first such date to occur afterthe 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 eachLetter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that suchApplicable Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required71Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees 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/CIssuer for its own account a fronting fee in Dollars with respect to each Letter of Credit, at the rate per annum specified in the AgentFee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterlybasis in arrears Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December inrespect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), 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. For purposesof computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall bedetermined in accordance with Section 1.09. In addition, the Borrower shall pay directly to the L/C Issuer for its own account, inDollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/CIssuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due andpayable 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 IssuerDocument, the terms hereof shall control.(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is insupport of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuerhereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters ofCredit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantialbenefits from the businesses of such Subsidiaries.(l) Reporting. Each L/C Issuer (other than Bank of America) agrees to provide the Administrative Agent on the first BusinessDay of each month a schedule of the Letters of Credit issued by such L/C Issuer setting forth the aggregate Outstanding Amount ofL/C Obligations for such Letters of Credit on the 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 promptlyconfirmed in writing) (together with any prepayment notice given with respect to Term Loans under Section 2.04(b), each, an“Optional Prepayment Notice”) to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans inwhole or in part without premium or penalty; provided that (i) such Optional Prepayment Notice must be72in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) threeBusiness Days prior to any date of prepayment of Eurocurrency Rate Revolving Loans and (B) on the date of prepayment of BaseRate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Revolving Loans shall be in a principal amount of $5,000,000 or awhole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amountof $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof thenoutstanding. Each such Optional Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) ofRevolving Loans to be prepaid and, if Eurocurrency Rate Revolving Loans are to be prepaid, the Interest Period(s) of such Loans. TheAdministrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of suchLender’s Applicable Percentage of such prepayment. Each Optional Prepayment Notice given under this Section 2.04(a) shall beirrevocable; provided, however, that any such Optional Prepayment Notice may state that such Optional Prepayment Notice isconditioned 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 theBorrower giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the datefor prepayment specified in such Optional Prepayment Notice if such condition is not satisfied (and for the avoidance of doubt, theBorrower 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 anyOptional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is given and has not been revoked by theBorrower in accordance with the proviso to the immediately preceding sentence, the Borrower shall make such prepayment and thepayment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a EurocurrencyRate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuantto Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordancewith their respective Applicable Percentages.(b) Optional Prepayments of Term Loans. The Borrower shall have the right at any time to prepay the Term[ A Loans or theTerm B] Loans on or before the applicable Maturity Date as a whole, or in part, by providing an Optional Prepayment Notice not lessthan three (3) Business Days prior written notice to the Administrative Agent, without premium or penalty (except as otherwiseprovided in Section 2.04(d) with respect to Term B-2 Loans), provided that, subject to compliance with Section 3.05, (a) each partialprepayment shall be in principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (b) each partialprepayment shall be allocated among the Appropriate Lenders in accordance with such Lender’s Applicable Percentage of the [TermA Loans or the Term B Loans, as ]applicable Term Loans. Each such Optional Prepayment Notice73shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurocurrency Rate TermLoans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lenderof its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Each OptionalPrepayment Notice given under this Section 2.04(b) shall be irrevocable; provided, however, that any such Optional PrepaymentNotice may state that such Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or acquisitions orthe 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 inwriting) to the Administrative Agent on or prior to the date for prepayment specified in such Optional Prepayment Notice if suchcondition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligated pursuant to the terms of this Agreementfor any cost, expense or loss (including those arising under Sections 3.05 and 10.04) incurred by the Administrative Agent, any Lenderor other Person in connection with any Optional Prepayment Notice or revocation thereof). If an Optional Prepayment Notice is givenand has not been revoked by the Borrower in accordance with the proviso to the immediately preceding sentence, the Borrower shallmake such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Anyprepayment of principal of the Term Loans hereunder shall include all interest accrued to the date of prepayment and shall be appliedagainst the scheduled installments of principal due on the applicable Term Loans as directed by the Borrower in the OptionalPrepayment 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 Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amountequal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant tothis Section 2.04(c)(i) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceeds theAggregate Revolving Commitments then in effect.(ii) Upon the consummation of any Asset Sale that results in the realization by such the Borrower or any of its Subsidiaries ofNet Cash Proceeds in excess of $100,000,000 in any fiscal year, the Borrower shall prepay an aggregate principal amount of TermLoans equal to 100% of such excess Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to beapplied as set forth in clause (iv) below); provided however, that, with respect to any Net Cash Proceeds realized pursuant to an AssetSale, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such AssetSale),74and so long as no Default shall have occurred and be continuing, in lieu of the Borrower prepaying the Term Loans, the Borrower orany Subsidiary (or any Restricted Subsidiary, if the assets sold pursuant to such Asset Sale were assets of the Borrower or a RestrictedSubsidiary) may reinvest an amount equal to all or any portion of such excess Net Cash Proceeds in properties and assets (includingEquity Interests) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will beused in the business of the Borrower and its Subsidiaries in compliance with Section 7.07 so long as within 360 days after the receiptof such excess Net Cash Proceeds such reinvestment shall have been consummated or the Borrower or such Subsidiary shall haveentered into a definitive agreement for such reinvestment within such 360 day period and subsequently makes such reinvestment within180 days thereafter (in either case as certified by the Borrower in writing to the Administrative Agent); and provided further, however,that the amount of any such excess Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediatelyapplied to the prepayment of the Term Loans as set forth in this Section 2.04(c)(ii).(iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other thanIndebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principalamount of the Term Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by theBorrower or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (iv) below).(iv) Prepayments of the Term Facilities made pursuant to Section 2.04(c)(ii) or (iii) above shall be applied ratably to [each of]the Term A Facility and [the]each Term B Facility and to the remaining principal repayment installments thereof under[Section]Sections 2.06(b), (c) and ([c)]d) on a pro rata basis.(v) Notwithstanding any other provisions of this Section 2.05(c), (A) to the extent that the repatriation to the United States ofany or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (“Foreign Asset Sale”) would be (x) prohibited ordelayed by applicable local law or (y) restricted by applicable material Organization Documents, an amount equal to the Net CashProceeds that would be so affected were the Borrower to attempt to repatriate such cash will not be required to be applied to repayTerm Loans at the times provided in this Section 2.05(c) so long, but only so long, as the applicable local law or applicable materialOrganization Documents would not otherwise permit repatriation to the United States (and the Borrower hereby agrees to use allcommercially reasonable efforts to overcome or eliminate any such restrictions on repatriation even if the Borrower does not intend toactually repatriate such cash, so that an amount equal to the full amount of such Net Cash Proceeds will otherwise be subject torepayment under this Section 2.05(c)), and if within one (1) year following the date on which the respective prepayment wouldotherwise have been required such repatriation of any of such affected Net Cash Proceeds is75permissible under the applicable local law or applicable material Organization Documents, even if such cash is not actually repatriatedat such time, an amount equal to the amount of the Net Cash Proceeds will be promptly (and in any event not later than five (5)Business Days) applied (net of an amount equal to the additional taxes of the Borrower, its Subsidiaries and the direct and indirectholders of Equity Interests in the Borrower that would be payable or reserved against and any additional costs that would be incurredas a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower to the repayment of the Term Loans pursuantto this Section 2.05(c) and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the NetCash Proceeds of any Foreign Asset Sale would have material adverse tax consequences with respect to such Net Cash Proceeds, anamount equal to such Net Cash Proceeds that would be so affected will not be subject to prepayment under this Section 2.05(c);provided that in the case of each of subclauses (A) and (B), nonpayment prior to the time such amounts must be repatriated shall notconstitute an Event of Default (and such amounts shall be available (1) first, to repay local foreign indebtedness owing to third parties,if any, and (2) thereafter, for working capital purposes of the Borrower and its Subsidiaries, in each case, subject to the prepaymentprovisions in this Section 2.05(c)).(vi) For the avoidance of doubt, nothing in this Section 2.05(c) shall require the Borrower to cause any amounts to berepatriated to the United States (whether or not such amounts are used in or excluded from the determination of the amount of anymandatory prepayments hereunder).(d) Term B Loan Repayment Premium. In the event that on or prior to the six month anniversary of [the Term B FundingDate](A) the Third Amendment Repricing Effective Date, in the case of any Dollar Term B-1 Loans or Sterling Term B-1Loans for which a reduction in the Applicable Margin has been effected pursuant to the Third Amendment and (B) the TermB-2 Funding Date, in the case of the Term B-2 Loans, all or any portion of [the]such Term B [Facility]Loans is (i) repaid, prepaid,refinanced, replaced or converted with or into any new or replacement senior secured term loans under any credit facility (other thanany new or replacement senior secured term loans incurred in connection with a Change of Control) or (ii) repriced or effectivelyrefinanced through (x) any waiver, consent, amendment or amendment and restatement with respect to [the]such Term B[Facility]Loans which reduces the all-in yield of [the]such Term B [Facility]Loans or (y) the incurrence of any senior secured termloans having an all-in yield that is less than the all-in yield of [the]such Term B [Facility]Loans (or portion thereof) so repaid, prepaid,refinanced, replaced or repriced, in each case of clauses (i) and (ii), solely if the primary purpose of such repayment, prepayment,refinancing, replacement, conversion, or repricing, as the case may be, is to reduce the all-in yield applicable to [the]such Term BLoans[ (a “Repricing Event”)], the Borrower shall pay a prepayment premium equal to 1.00% of the principal amount of the Term BLoans so repaid, prepaid, refinanced, replaced or repriced.762.05. Termination or Reduction of Commitments.(a) Optional. The Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (an “OptionalTermination/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 shallbe received by the Administrative 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 an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii)the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrentprepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, aftergiving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of theAggregate Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. EachOptional Termination/Reduction Notice shall be irrevocable; provided, however, that any such Optional Termination/Reduction Noticemay state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other credit facilities oracquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, inwhich case, such Optional Termination/Reduction Notice may be revoked by the Borrower giving written notice (or telephonic noticepromptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified in such OptionalTermination/Reduction Notice if such condition is not satisfied (and for the avoidance of doubt, the Borrower shall remain obligatedpursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Section 10.04) incurred by theAdministrative Agent, any Lender, L/C Issuer or other Person in connection with any Optional Termination/Reduction Notice orrevocation thereof). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination orreduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to theRevolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date ofany termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.(b) Mandatory. The aggregate Term B-2 Commitments shall be automatically and permanently reduced to zero upon the[earlier of (i) the ]making of the Term B-2 Loans[ and (ii) the close of business on the last day of the Availability Period for the Term BFacility].2.06. Repayment of Loans.(a) The Borrower shall repay to the Revolving Lenders on the Revolving Maturity Date the aggregate principal amount ofRevolving Loans outstanding on such date.77(b) The Borrower shall repay the Term A Loans in equal quarterly installments, on the last Business Day of each March,June, September and December, each such installment in the amount of 2.00% of the result of (i) the respective Term A Borrowing onthe First Amendment Effective Date divided by (ii) 0.98 (which amounts shall be reduced as a result of the application of prepaymentsin accordance with the order set forth in Section 2.04(b) or 2.04 (c), as applicable). The Borrower shall repay to the Term A Lenders,on the Term A Maturity Date, the remaining principal amount of Term A Loans outstanding on such date.(c) The Borrower shall repay the Term B-1 Loans in equal quarterly installments, on the last Business Day of each March,June, September and December (commencing on [the last Business Day of the first full fiscal quarter ending after the Term B FundingDate]June 30, 2016), each such installment in the amount of 0.25% of the aggregate Term B[ Borrowing made on the Term BFunding Date]£750,000, in the case of Sterling Term B-1 Loans, and $625,000, in the case of Dollar Term B-1 Loans (whichamounts shall be reduced as a result of the application of prepayments in accordance with the order set forth in Section 2.04(b) or2.04(c), as applicable, or as a result of the repurchase by the Borrower of Term B-1 Loans pursuant to Section 10.06(h)). For theavoidance of doubt, any repurchase of Term B-1 Loans by the Borrower in accordance with Section 10.06(h) shall not result in areduction of the amounts payable under this Section 2.06(c) with respect to Term B-1 Loans that have not been so repurchased. TheBorrower shall repay to the Term B-1 Lenders, on the Term B-1 Maturity Date, the remaining principal amount of Term B-1 Loansoutstanding on such date.(d) The Borrower shall repay the Term B-2 Loans in equal quarterly installments, on the last Business Day of eachMarch, June, September and December (commencing on the last Business Day of the first full fiscal quarter ending after theTerm B-2 Funding Date), each such installment in the amount of 0.25% of the aggregate Term B-2 Borrowing made on theTerm B-2 Funding Date (which amounts shall be reduced as a result of the application of prepayments in accordance with theorder set forth in Section 2.04(b) or 2.04(c), as applicable, or as a result of the repurchase by the Borrower of Term B-2 Loanspursuant to Section 10.06(h)). For the avoidance of doubt, any repurchase of Term B-2 Loans by the Borrower in accordancewith Section 10.06(h) shall not result in a reduction of the amounts payable under this Section 2.06(c) with respect to Term B-2 Loans that have not been so repurchased. The Borrower shall repay to the Term B-2 Lenders, on the Term B-2 MaturityDate, the remaining principal amount of Term B-2 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 theoutstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such InterestPeriod plus the Applicable Margin; (ii) each Base Rate Revolving Loan shall bear interest on the outstanding principal amount78thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin; (iii) eachEurocurrency Rate Term A Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate perannum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Margin; (iv) each Base Rate Term A Loan shallbear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rateplus the Applicable Margin; (v) each Eurocurrency Rate Term B-1 Loan and Eurocurrency Rate Term B-2 Loan shall bear intereston the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for suchInterest Period plus the Applicable Margin and (vi) each Base Rate Term B-1 Loan shall bear interest on the outstanding principalamount thereof for each Interest Period at a rate per annum equal to the Base Rate for such Interest Period plus the Applicable Margin.(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, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate perannum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.(i) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paidwhen due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then uponthe request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at alltimes equal to the Default Rate to the fullest extent permitted by applicable Laws.(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), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interestrate per annum at all times equal to 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 upondemand.(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at suchother times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and afterjudgment, and before and after the commencement 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 Revolving Lender in accordancewith its Applicable Percentage, a facility fee (the “Facility Fee”) in Dollars equal to the Applicable Margin times the actual dailyamount of the Aggregate79Revolving Commitments, regardless of usage (or, if the Aggregate Revolving Commitments have terminated, of the Total RevolvingOutstandings). The Facility Fee shall accrue at all times until the Facility Termination 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 suchdate 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 separatelyfor each period during such quarter that such Applicable Margin was in effect.(b) [Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordancewith its] Applicable Percentage of[ the Term B Facility, a ticking fee, which (i) shall accrue commencing on the one-monthanniversary of the Second Amendment Effective Date at a rate equal to 50% of the Applicable Margin for Term B Loans times theamount of the aggregate Term B Commitments; provided that such rate shall increase to a rate equal to the Eurocurrency Rate plus theApplicable Margin for Term B Loans times the amount of the aggregate Term B Commitments commencing on the two-monthanniversary of the Second Amendment Effective Date and (ii) shall be due and payable quarterly in arrears on the last Business Day ofeach fiscal quarter during the period commencing on the one-month anniversary of the Second Amendment Effective Date and endingon the earlier to occur of (x) the Term B Funding Date and (y) the last day of the Availability Period, commencing with the first suchdate to occur after the one-month anniversary of the Second Amendment Effective Date. ]Reserved.(c) Other Fees. The Borrower shall pay to the applicable Joint Lead Arrangers and the Administrative Agent for their ownrespective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid andshall not be refundable for any reason whatsoever.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 EurocurrencyRate) 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 offees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, asapplicable, 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 shallaccrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day onwhich the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject toSection 2.11(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall beconclusive80and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of theapplicable 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 the Lenders determine that (i) the Consolidated Net Lease Adjusted Leverage Ratio as calculated by the Borrower asof any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Net Lease Adjusted Leverage Ratio would haveresulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the AdministrativeAgent for the account of the applicable Lenders or the L/C Issuer, as the case may be, within three (3) Business Days of demand bythe Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowerunder the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender orthe L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over theamount of interest and fees actually paid for such period. This subsection shall not limit the rights of the Administrative Agent, anyLender or the L/C Issuer, as the case may be, under Sections 2.03(c)(iii), 2.03(h) or 2.07(b) or under Article VIII. The Borrower’sobligations under this subsection shall survive the termination of the Aggregate Commitments and the repayment of all otherObligations 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 suchLender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the AdministrativeAgent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to theBorrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwiseaffect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflictbetween the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect ofsuch matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request ofany Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through theAdministrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender mayattach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans andpayments with respect thereto.(b) In addition to the accounts and records referred to in subsection (a), each Revolving Lender and the Administrative Agentshall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender ofparticipations in Letters of Credit.81In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records ofany Revolving Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence ofmanifest 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 or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be madeto the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’sOffice in the currency in which such Loan was made and in Same Day Funds not later than 2:00 p.m. on the date specified herein. TheAdministrative Agent will promptly distribute to each Appropriate Lender its Applicable Percentage in respect of the relevant Facility(or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s LendingOffice. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding BusinessDay and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a dayother than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected incomputing interest or fees, as the case may be.(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have receivednotice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of anyBorrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make availableto the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lenderhas made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base RateLoans, that such 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, make available to the Borrower a corresponding amount. In such event, if a Lender has notin fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and theBorrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same DayFunds with interest thereon, for each day from and including the date such amount is made available to the Borrower to butexcluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, theOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent inconnection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable toBase Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or anoverlapping period, the Administrative Agent shall promptly remit to the82Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicableBorrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in suchBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lenderthat shall have failed to make such payment to the Administrative Agent.(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall havereceived notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the accountof the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent mayassume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon suchassumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if theBorrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be,severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/CIssuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to butexcluding the date of payment to the Administrative Agent, at the Overnight 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 tobe made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to theBorrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfiedor waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from suchLender) to such Lender, without interest.(d) Obligations of Lenders Several. The obligations of the Appropriate Lenders hereunder to make Term Loans andRevolving Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 10.04(c), as applicable, areseveral and not joint. The failure of any Appropriate Lender to make any Term Loan or Revolving Loan, to fund any suchparticipation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other AppropriateLender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender toso make its Term Loan or Revolving Loan, 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 particularplace or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in anyparticular place or manner.83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 of any principal of or interest on any of the Revolving Loans or Term Loans made by it, or the participationsin L/C Obligations held by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such RevolvingLoans, Term Loans, or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then theLender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at facevalue) participations in the Revolving Loans and/or Term Loans and subparticipations in L/C Obligations of the other AppropriateLenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by theAppropriate Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respectiveRevolving Loans, Term Loans 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 isrecovered, such participations 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 Borrowerpursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existenceof a Defaulting Lender or Disqualified Lender), (y) the application of Cash Collateral provided for in Section 2.14, or (z) any paymentobtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or Term Loans orsubparticipations in L/C Obligations to any assignee or participant, other than an assignment to the Borrower (except for assignmentsof Term B Loans to the Borrower in accordance with Section 10.06(h)) or any Subsidiary thereof (as to which the provisions of thisSection shall apply).The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lenderacquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaimwith respect to such participation as fully 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 theAdministrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, including in connection with the[Second]Third Amendment Effective Date (it being understood that any such request for an increase to be made in connection withthe [Second Amendment]Term B-2 Facility and all notices and allocations required to be made pursuant to this Section 2.13 withrespect to the Term B-2 Facility shall be deemed to have been made and such increase shall be effective on the [date that is four (4)Business Days after the84Second]Third Amendment Effective Date), request an increase in the Aggregate Commitments (which increase may take the form ofnew revolving loan tranches or term loan tranches) by an amount (for all such requests) not exceeding, in the aggregate, ([x)]i)€1,000,000,000 on the [date that is four (4) Business Days after the Second]Third Amendment Effective Date[, $500,000,000 and (y]plus (ii) thereafter, [$500,000,000]the Maximum Incremental Facilities Amount; provided that ([i]x) any such request for anincrease shall be in a minimum amount of $100,000,000, and ([ii]y) no Lender shall be required to participate in an increase in theapplicable Commitments after such request. At the time of sending such notice, the Borrower (in consultation with the AdministrativeAgent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than tenBusiness Days from the date of delivery of such notice to the Appropriate Lenders).(b) Lender Elections to Increase. Each Appropriate Lender shall notify the Administrative Agent within such time periodwhether or not it agrees to increase its applicable Commitment and, if so, whether by an amount equal to, greater than, or less than itsApplicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to havedeclined to increase its applicable Commitment.(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and eachAppropriate Lender of the Appropriate Lenders’ responses to each request made hereunder. To achieve the full amount of a requestedincrease and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonablywithheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form andsubstance 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, theAdministrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation ofsuch increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increaseand the Increase Effective Date.(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to theAdministrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each AppropriateLender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Partyapproving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to suchincrease, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V [and the otherLoan Documents]or any other Loan Document, or which are contained in any document furnished at any time under or inconnection herewith or therewith, are true and correct in all material respects on85and as of the Increase Effective Date, except (1) for representations and warranties which are qualified by the inclusion of amateriality standard, which representations and warranties are true and correct in all respects, and (2) 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 ofsuch earlier date, and except that for purposes of this [Section 2.13,]clause (i)(y)(A), the representations and warranties contained in[subsections]clauses (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, of Section 6.01,[ and] (B) no Default or Event of Default exists or would result therefrom; provided, that in theevent that the Loans incurred in connection with such increased Commitments are used to finance a Permitted Acquisition or permittedInvestment, the Persons providing such increased Commitments may agree to a customary “Limited Conditionality Provision”, and([ii]C) solely in the case of an increase pursuant to clause (c) of the definition of “Maximum Incremental Facilities Amount”,the Borrower is in compliance with the requirements of such clause and attaching calculations evidencing such compliance, (ii)to the extent that the increase of the Aggregate Commitments shall take the form of a new revolving loan tranche, suchRevolving Commitments and Revolving Loans shall be on the same terms (as amended from time to time) (including interestrate margin and maturity date, but excluding arrangement, structuring, upfront and underwriting fees with respect to suchRevolving Loans) as, and pursuant to documentation applicable to, the initial Revolving Commitments and Revolving Loans,and (iii) to the extent that the increase of the Aggregate Commitments shall take the form of a new term loan tranche, this Agreementshall be amended, in form and substance satisfactory to the Administrative Agent, the Lenders providing such term loan, and theBorrower, to include such terms as are customary for a term loan commitment, including maturity, pricing and yield, amortization,voting, pro rata sharing and other terms and provisions[. If]; provided, however, that except as further set forth herein, such termloans shall be treated substantially the same as the Term A Loans then outstanding (including with respect to mandatory andvoluntary prepayments), in the case of a new term A loan tranche, or Term B Loans then outstanding, in the case of a newterm B loan tranche; provided, further, that (1) the final maturity date of any such new term loan shall be determined by theLenders providing such term loan and the Borrower but shall in no event be earlier than the latest maturity date of the TermA Loans then outstanding, in the case of a new term A loan tranche, or Term B Loans then outstanding, in the case of a newterm B loan tranche, (2) the Weighted Average Life to Maturity of any such term loan shall be determined by the Lendersproviding such term loan and the Borrower but shall in no event be shorter than the Weighted Average Life to Maturity ofany of the Term A Loans then outstanding, in the case of a new term A loan tranche, or Term B Loans then outstanding, inthe case of a new term B loan tranche, (3) any such new term loan shall rank pari passu or junior in right of payment and ofsecurity with the Revolving Loans and the Term Loans then outstanding and shall be subject to mandatory prepayment on apari passu or less than pari passu basis with the Term Loans86then outstanding, (4) if any such new term loan is a “term loan B” or other institutional term loan, such term loan may, butshall not be required to, include a financial maintenance covenant, it being understood that, to the extent that any financialmaintenance covenant is added for the benefit of any such new term loan, (I) no consent shall be required from theAdministrative Agent or any of the existing Lenders so long as such financial maintenance covenant is (X) also added for thebenefit of the existing Loans or (Y) only applicable after the latest maturity date of the Loans in effect immediately prior togiving effect to such term loan and (II) the financial maintenance covenants set forth in Section 7.11, any other financialmaintenance covenants existing at such time, and any defined term used in any of the foregoing or in the definitions of suchdefined terms, that are solely for the benefit of the Revolving Lenders and the Term A Lenders shall remain solely for thebenefit of such Lenders and may not, for the avoidance of doubt, be amended or waived without the consent of the RequiredRevolving and Term A Lenders, and (6) the pricing (including interest rate margins, any interest rate floors, original issuediscount and upfront fees) shall be determined by the Lenders providing such new term loan and the Borrower; providedthat if the initial all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based onthe lesser of a four-year average life to maturity or the remaining life to maturity), but excluding reasonable and customaryarrangement, structuring and underwriting fees paid or payable with respect to such new term loan tranche) applicable to any new termloan tranche committed before eighteen months after, with respect to the Term B-1 Facility, January 8, 2016, and with respect tothe Term B-2 Facility, the Term B-2 Funding Date, exceeds by more than 0.50% per annum the corresponding all-in yield(determined on the same basis) applicable to the Term B-1 Loans and/or the Term B-2 Loans, respectively (the amount of suchexcess above 0.50% being referred to herein as the “Yield Differential”), then the Applicable Margin with respect to the Term B-1Loans and/or Term B-2 Loans, as applicable, shall automatically be increased by the Yield Differential, effective upon the makingof such new term loan tranche (it being agreed that to the extent the all-in-yield with respect to such new term loan tranche is greaterthan the all-in-yield of the Term B-1 Loans and/or Term B-2 Loans, as applicable, solely as a result of a higher Eurocurrency Ratefloor, then the increased interest rate applicable to the Term B-1 Loans and/or Term B-2 Loans, as applicable, shall be effectedsolely by increasing the Eurocurrency Rate floor applicable thereto). To the extent necessary to keep the outstanding Revolving Loansratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under thisSection, either (a) the Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date or (b) the RevolvingLenders whose Applicable Percentages have decreased may assign a portion of their Revolving Loans to other Revolving Lenderswhose Applicable Percentages have increased; provided that in each case the Borrower shall pay any additional amounts requiredpursuant to Section 3.05.87(f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.12 or 10.01 to the contrary.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 hashonored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, asof the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case,immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations, or (iii) if the Outstanding Amount of the L/CObligations exceeds 110% of the Letter of Credit Sublimit, the Borrower shall Cash Collateralize the amount by which theOutstanding 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 AdministrativeAgent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv) and any CashCollateral provided by the Defaulting Lender).(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender,hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuerand the Appropriate Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balancestherein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for theobligations 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 amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, theBorrower or the relevant Defaulting Lender will, within one (1) Business Day of demand by the Administrative Agent, pay or provideto the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (otherthan credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts atBank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and otheradministrative 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 ofthis Section 2.14 or Sections 2.03, 2.04, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of thespecific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender,any interest accrued on such obligation) and other obligations for which88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 obligationsshall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee followingcompliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess CashCollateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during thecontinuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied inaccordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shallnot 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 consentwith respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders”, “Required Revolving and TermA Lenders”, “Required Term A Lenders”, “Required Term B Lenders” and Section 10.01.(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the AdministrativeAgent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise)or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times asmay be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender tothe Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender tothe L/C Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender inaccordance with Section 2.14; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respectof which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by theAdministrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account andreleased pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under thisAgreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with89respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amountsowing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or theL/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court ofcompetent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of itsobligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which suchDefaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issuedat a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loansof, and L/C Obligations owed to, all Non-Defaulting Lenders 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 time as all Loans and funded and unfunded participations in L/CObligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 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 bysuch Defaulting Lender, 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) [orany ticking fee pursuant to Section 2.08(b) ]for any period during which that Lender is a Defaulting Lender (and the Borrower shallnot be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender for anyperiod during which that Lender is a Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as providedin Section 2.03(h).(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’sparticipation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective ApplicablePercentages in respect of the Revolving Facility (calculated without regard to such Defaulting Lender’s Revolving Commitment) butonly to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrowershall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warrantedthat such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure ofany 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 becomea90Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposurefollowing such reallocation.(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuer agree in writing in their solediscretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify theparties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which mayinclude arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion ofoutstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to causethe Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance withtheir 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 theBorrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed bythe affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of anyparty hereunder arising from that Lender’s having been a Defaulting Lender.2.16. Extension of Maturity Date in Respect of Revolving Facility, Term A Facility, Term B-1 Facility and/or Term B-2 Facility.(a) Requests for Extension. The Borrower may, from time to time by notice (an “Extension Request Notice”) to theAdministrative Agent (who shall promptly notify the Revolving Lenders, the Term A Lenders, the Term B-1 Lenders or the Term B-2 Lenders, as applicable) not earlier than 45 days and not later than 35 days prior to the then-existing Revolving Maturity Date, thethen‑existing Term A Maturity Date, the then-existing Term B-1 Maturity Date or the then-existing Term B-2 Maturity Date,respectively (with respect to the Revolving Facility, the “Existing Revolving Maturity Date”, with respect to the Term A Facility, the“Existing Term A Maturity Date”, with respect to the Term B-1 Facility, the “Existing Term B-1 Maturity Date” and with respectto the Term B-2 Facility, the “Existing Term B-2 Maturity Date”), request that each Applicable Lender extend such Lender’sRevolving Maturity Date, Term A Maturity Date, Term B-1 Maturity Date or Term B-2 Maturity Date, as applicable, for (i) in thecase of the Revolving Facility or the Term A Facility, an additional 364 days from the Existing Revolving Maturity Date or theExisting Term A Maturity Date, as applicable and (ii) in the case of the Term B-1 Facility or Term B-2 Facility, any requestedadditional period of time beyond the Existing Term B-1 Maturity Date or the Existing Term B-2 Maturity Date, as applicable.(b) Lender Elections to Extend. Each Revolving Lender, Term A Lender, Term B-1 Lender or Term B-2 Lender, asapplicable, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days priorto the Existing Revolving91Maturity Date, Existing Term A Maturity Date, Existing Term B-1 Maturity Date or Existing Term B-2 Maturity Date, asapplicable, and not later than the date (the “Notice Date”) that is 20 days prior to the Existing Revolving Maturity Date, the ExistingTerm A Maturity Date[ or], the Existing Term B-1 Maturity Date or the Existing Term B-2 Maturity Date, as applicable, advise theAdministrative Agent whether or not such Revolving Lender, Term A Lender, Term B-1 Lender or Term B-2 Lender, as applicable,agrees to such extension (and each Revolving Lender, Term A Lender, Term B-1 Lender or Term B-2 Lender, as applicable, thatdetermines not to so extend its Revolving Maturity Date, Term A Maturity Date, Term B-1 Maturity Date or Term B-2 MaturityDate, respectively (a “Non-Extending Lender”)), shall notify the Administrative Agent of such fact promptly after such determination(but in any event no later than the Notice Date) and any Revolving Lender, Term A Lender, Term B-1 Lender or Term B-2 Lender,as applicable, that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-ExtendingLender. The election of any Revolving Lender, Term A Lender[ or], Term B-1 Lender or Term B-2 Lender, as applicable, to agreeto such extension shall not obligate any other Revolving Lender, Term A Lender[ or], Term B-1 Lender or Term B-2 Lender, asapplicable, to so agree.(c) Notification by Administrative Agent. The Administrative Agent shall notify the Borrower of each Revolving Lender’s,Term A Lender’s, Term B-1 Lender’s or Term B-2 Lender’s, as applicable, determination under this Section no later than the date 15days prior to the Existing Revolving Maturity Date, the Existing Term A Maturity Date, the Existing Term B-1 Maturity Date or theExisting Term B-2 Maturity Date, as applicable (or, if such date is not a Business Day, on the next preceding Business Day).(d) Additional Commitment Lenders. The Borrower shall have the right to replace each Non-Extending Lender effective as ofthe applicable Existing Maturity Date with, and add as “Revolving Lenders”, “Term A Lenders”, “Term B-1 Lenders” or “Term B-2Lenders”, as applicable, under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional RevolvingCommitment Lender”, “Additional Term A Commitment Lender”, “Additional Term B-1 Commitment Lender” or “AdditionalTerm B-2 Commitment Lender”, as applicable) as provided in Section 10.13; provided that each of such Additional RevolvingCommitment Lenders[,] shall enter into an Assignment and Assumption pursuant to which such Additional Revolving CommitmentLender shall, effective as of the Existing Revolving Maturity Date, undertake a Revolving Commitment[,] (and if any such AdditionalRevolving Commitment Lender is already a Revolving Lender, its Revolving Commitment shall be in addition to any other RevolvingCommitment of such Lender hereunder on such date).(e) Extension Requirement.(i) With respect to the Revolving Facility, if (and only if) the total of the Revolving Commitments of the Revolving Lendersthat have agreed so to extend the Revolving Maturity Date (each, an “Extending Revolving Lender”) and the additional RevolvingCommitments92of the Additional Revolving Commitment Lenders shall be more than 50% (or such lesser percentage as may be acceptable to all of theExtending Revolving Lenders, the Administrative Agent and the Borrower; provided that if a lesser percentage agree to extend, theAdministrative Agent, upon the request of the Borrower, shall provide notice of the percentage agreeing to extend to the ExtendingRevolving Lenders and such extension shall not become effective unless all such Extending Revolving Lenders confirm their consentto such extension as provided in the original Extension Request Notice) of the aggregate amount of the Revolving Commitments ineffect immediately prior to the Existing Revolving Maturity Date, then, effective as of the Existing Revolving Maturity Date, theRevolving Maturity Date of each Extending Revolving Lender and of each Additional Revolving Commitment Lender shall beextended to the date falling 364 days after the Existing Revolving Maturity Date (except that, if such date is not a Business Day, suchRevolving Maturity Date as so extended shall be the next preceding Business Day) and each Additional Revolving CommitmentLender shall thereupon become a “Revolving Lender” for all purposes of this Agreement.(ii) With respect to the Term A Facility, if (and only if) the total of the Outstanding Amount of Term A Loans of the Term ALenders that have agreed so to extend their Term A Maturity Date (each, an “Extending Term A Lender”) and the OutstandingAmount of Term A Loans of the Additional Term A Commitment Lenders shall be more than 50% (or such lesser percentage as maybe acceptable to all of the Extending Term A Lenders, the Administrative Agent and the Borrower; provided that if a lesser percentageagree to extend, the Administrative Agent, upon the request of the Borrower, shall provide notice of the percentage agreeing to extendto the Extending Term A Lenders and such extension shall not become effective unless all such Extending Term A Lenders confirmtheir consent to such extension as provided in the original Extension Request Notice) of the aggregate Outstanding Amount of Term ALoans immediately prior to the Existing Term A Maturity Date, then, effective as of the Existing Term A Maturity Date, the Term AMaturity Date of each Extending Term A Lender and of each Additional Term A Commitment Lender shall be extended to the datefalling 364 days after the Existing Term A Maturity Date (except that, if such date is not a Business Day, such Term A Maturity Dateas so extended shall be the next preceding Business Day) and each Additional Term A Commitment Lender shall thereupon become a“Term A Lender” for all purposes of this Agreement.(iii) With respect to the Term B-1 Facility, effective as of the Existing Term B-1 Maturity Date, the Term B-1 Maturity Datein respect of the Term B-1 Facility of each Term B-1 Lender that has agreed so to extend its Term B-1 Maturity Date (each, an“Extending Term B-1 Lender”) and of each Additional Term B-1 Commitment Lender shall be extended to the applicable requestedextended Term B-1 Maturity Date and each Additional Term B-1 Commitment Lender shall thereupon become a “Term B-1 Lender”for all purposes of this Agreement.93(iv) With respect to the Term B-2 Facility, effective as of the Existing Term B-2 Maturity Date, the Term B-2Maturity Date in respect of the Term B-2 Facility of each Term B-2 Lender that has agreed so to extend its Term B-2Maturity Date (each, an “Extending Term B-2 Lender”) and of each Additional Term B-2 Commitment Lender shall beextended to the applicable requested extended Term B-2 Maturity Date and each Additional Term B-2 Commitment Lendershall thereupon become a “Term B-2 Lender” for all purposes of this Agreement.(f) Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Borrower shall deliver to theAdministrative Agent a certificate of each Loan Party dated as of the Existing Revolving Maturity Date, Existing Term A MaturityDate, Existing Term B-1 Maturity Date or Existing Term B-2 Maturity Date, as applicable (in sufficient copies for each ExtendingRevolving Lender, Extending Term A Lender, Extending Term B-1 Lender or Extending Term B-2 Lender, as applicable, and eachAdditional Revolving Commitment Lender, Additional Term A Lender, Additional Term B-1 Lender or Additional Term B-2Lender, as applicable) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by suchLoan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effectto such extension, (A) representations and warranties of the Borrower and each other Loan Party contained in Article V or any otherLoan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall betrue and correct in all material respects on and as of the Existing Revolving Maturity Date, Existing Term A Maturity Date, ExistingTerm B-1 Maturity Date or Existing Term B-2 Maturity Date, as applicable, except (i) for representations and warranties which arequalified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and(ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correctin all material respects as of such earlier date, and except that for purposes of this Section 2.16, the representations and warrantiescontained in clauses (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, of Section 6.01, and (B) no Default or Event of Default shall exist, or would result from such proposedextension. In addition, on the Revolving Maturity Date, the Term A Maturity Date, the Term B-1 Maturity Date or the Term B-2Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrower shall prepay any Revolving Loans, Term ALoans, Term B-1 Loans or Term B-2 Loans, as applicable, outstanding on such date (and pay any additional amounts requiredpursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans, Term A Loans, Term B-1 Loans or Term B-2Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders, Term A Lenders, Term B-1 Lenders or Term B-2 Lenders, as applicable, effective as of such date.94(g) Additional Terms of Extensions. The terms of the Extended Term Loans or Extended Revolving Commitments shall,subject to clauses (i) and (ii) below, be set forth in an Extension Amendment executed by the Borrower, the Administrative Agent andthe Extending Term A Lenders, the Extending Term B-1 Lenders, the Extending Term B-2 Lenders or the Extending RevolvingLenders, as applicable.(i) The terms of the Term A Loans, Term B-1 Loans or Term B-2 Loans, as applicable, with a Maturity Date that has beenextended pursuant to this Section 2.16 (the “Extended Term Loans”) shall be substantially similar to or no more favorable to theExtending Term A Lenders, Extending Term B-1 Lenders or Extending Term B-2 Lenders, as applicable, than those applicable tothe non-extended Term A Loans (the “Existing Term A Loans”), [or ]the non-extended Term B-1 Loans (the “Existing Term B-1Loans”), or the non-extended Term B-2 Loans (the “Existing Term B-2 Loans”), as applicable, except (1) the scheduled finalmaturity date shall be extended to the date requested in the applicable Extension Request Notice, (2) (A) the yield with respect to theapplicable Extended Term Loans may be higher or lower than the yield for the Existing Term A Loans, Existing Term B-1 Loans orExisting Term B-2 Loans, as applicable, and/or (B) additional fees may be payable to the Lenders providing such Extended TermLoans in addition to or in lieu of any increased yield contemplated by the preceding clause (A), in each case, to the extent provided inthe applicable Extension Amendment, (3) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis(but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term A Loans, Term B-1 Loans orTerm B-2 Loans, as applicable, hereunder in each case as specified in the applicable Extension Amendment, (4) the amortizationschedule set forth in Section 2.06 applicable to the Existing Term A Loans, Existing Term B-1 Loans, or Existing Term B-2 Loans,as applicable, shall be adjusted to reflect the scheduled final maturity date of the applicable Extended Term Loans and the amortizationschedule (including the principal amounts payable pursuant thereto) in respect of such Extended Term Loans set forth in the applicableExtension Amendment; provided that no changes to scheduled amortization pursuant to the preceding clause (4) shall take effect priorto the Existing Term A Maturity Date, Existing Term B-1 Maturity Date and/or Existing Term B-2 Maturity Date, as applicable andno changes shall result in a change to the percentage set forth in Section 2.06([a]b) or the calculation of such scheduled amortization inrespect of the Term A Loans thereafter; provided further, that the Weighted Average Life to Maturity of such Extended Term Loansshall be no shorter than the Weighted Average Life to Maturity of the Existing Term A Loans, Existing Term B-1 Loans or theExisting Term B-2 Loans, as applicable, and (5) the covenants set forth in Article VII may be modified in a manner acceptable to theBorrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment; provided that (x) suchmodifications become effective only after the latest Maturity Date in effect immediately prior to giving effect to such ExtensionAmendment or (y) this Agreement is amended in accordance with Section 10.01 (which amendment may be effected by theAdministrative Agent and the Borrower to the extent permitted by clause95(vii)(2) of the last paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities) (it being understoodthat each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions andwaives any inconsistent provisions set forth in Section 2.12 or Section 10.08). Each Lender holding Extended Term Loans shall beentitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.04(c)(iv))applicable to Term Loans (except to the extent otherwise set forth in the applicable Extension Amendment) and the other LoanDocuments, and shall, without limiting the foregoing, benefit equally and ratably from the Multiparty Guaranty and the Liens createdby the Collateral Documents. Any Extended Term Loan shall constitute a separate tranche of Term Loans from the Existing Term ALoans, Existing Term B-1 Loans or Existing Term B-2 Loans, as applicable, from which they were modified.(ii) The terms of the Revolving Commitments with a Maturity Date that has been extended pursuant to this Section 2.16 (the“Extended Revolving Commitments” and any related Revolving Loans, the “Extended Revolving Loans”) shall be substantiallysimilar to or no more favorable to the Extending Revolving Lenders, as applicable, than those applicable to the non-extendedRevolving Commitments (the “Existing Revolving Commitments” and any related Revolving Loans, the “Existing Revolving Loans”),except (1) the scheduled final maturity date shall be extended to the date requested in the applicable Extension Request Notice, (2) (A)the yield with respect to the Extended Revolving Loans may be higher or lower than the yield for the Existing Revolving Loans,and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu ofany increased yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable ExtensionAmendment, (3) the Applicable Margin with respect to the Facility Fee for the Extended Revolving Commitments may be higher orlower than the Applicable Margin with respect to the Facility Fee for the Existing Revolving Commitments, and (4) the covenants setforth in Article VII may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to theapplicable Extension Amendment, provided that (x) such modifications become effective only after the latest Maturity Date in effectimmediately prior to giving effect to such Extension Amendment or (y) or this Agreement is amended in accordance with Section10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extent permitted by clause (v)(2) of thelast paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities) (it being understood that each Lenderproviding Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such provisions andwaives any inconsistent provisions set forth in Section 2.12 or Section 10.08). Each Lender holding Extended RevolvingCommitments shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limitingthe foregoing, benefit equally and ratably from the Multiparty Guaranty and the Liens created by the Collateral Documents. AnyExtended Revolving Commitments and Extended Revolving Loans shall constitute a separate tranche of Revolving96Commitments and Revolving Loans from the Existing Revolving Commitments or Existing Revolving Loans from which they weremodified. If, on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the applicable ExistingRevolving Commitments, such Revolving Loans (and any related participations) shall be deemed to be allocated as ExtendedRevolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as suchExtending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing RevolvingCommitments. In addition, if the relevant Extension Amendment provides for the extension of the Letter of Credit Sublimit, and withthe consent of the L/C Issuer, participations in Letters of Credit expiring on or after the latest Revolving Maturity Date for anyRevolving Loans then in effect shall, on the Letter of Credit Expiration Date, be re-allocated from Lenders with Existing RevolvingCommitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such Extension Amendment;provided, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended RevolvingCommitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of suchparticipation interests (including, without limitation, the Letter of Credit Fees applicable thereto) shall be adjusted accordingly.(h) Conflicting Provisions. This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.2.17. Credit Agreement Refinancing Facilities.(a) The Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement RevolvingCommitments to replace all of any existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in anaggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costsand expenses related thereto and (y) Refinancing Term Loans to refinance all of any existing Class of Term Loans (the “RefinancedTerm Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus anyaccrued interest, fees, costs premiums (if any) and expenses related thereto (including any original issue discount or upfront fees). Suchnotice shall set forth (i) the amount of the applicable Credit Agreement Refinancing Facility, (ii) the date on which the applicableCredit Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 daysafter the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) whether such CreditAgreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Borrower may seekCredit Agreement Refinancing Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in itssole discretion) or any Additional Lender.97(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing Facility and the incurrence ofany Refinancing Term Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to orimmediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, asapplicable, (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in allmaterial respects on and as of the date such Credit Agreement Refinancing Facility becomes effective and the Refinancing Term Loansare made; (iii) the terms of the Credit Agreement Refinancing Facility shall comply with Section 2.17(c) and (iv) (x) substantiallyconcurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay theRefinanced Term Loans (including accrued interest, fees, costs, premiums (if any) and expenses related thereto (including any originalissue discount or upfront fees) payable in connection therewith) and (y) substantially concurrently with the effectiveness of any suchReplacement Revolving Commitments, all of the Revolving Commitments in effect immediately prior to such effectiveness shall beterminated, and all of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for thebenefit of the Revolving Lenders, shall be repaid or paid.(c) The terms of any Credit Agreement Refinancing Facility shall be determined by the Borrower and the applicable CreditAgreement Refinancing Facility Lenders and set forth in a Refinancing Amendment; provided that (i) the final maturity date of anyRefinancing Term Loans or Replacement Revolving Commitments shall not be earlier than the maturity or termination date of theapplicable Refinanced Term Loans or Replaced Revolving Commitments, respectively, then in effect, (ii) (A) there shall be noscheduled amortization of the Replacement Revolving Commitments and (B) the Weighted Average Life to Maturity of theRefinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans,(iii) the Credit Agreement Refinancing Facilities will rank pari passu in right of payment and of security with the Revolving Loans andthe Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interestrate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Facilities shall bedetermined by the Borrower and the applicable Credit Agreement Refinancing Facility Lenders, (v) any Refinancing Term Loans mayparticipate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatoryprepayments or prepayment of Term A Loans, Term B-1 Loans or Term B-2 Loans, as applicable, hereunder in each case asspecified in the applicable Refinancing Amendment, (vi) the terms in respect of the applicable Credit Agreement Refinancing Facilityshall be substantially similar to and no more favorable to the applicable Credit Agreement Refinancing Facility Lenders than the termsof the Replaced Revolving Commitments and Refinanced Term Loans being replaced or refinanced, as applicable; provided that thecovenants set forth in Article VII may be modified with respect to such Credit Agreement Refinancing Facility in a manner acceptableto the Borrower, the Administrative Agent and the98applicable Credit Agreement Refinancing Facility Lenders; provided that (x) such modifications become effective only after the latestMaturity Date in effect immediately prior to giving effect to such Refinancing Amendment or (y) this Agreement is amended inaccordance with Section 10.01 (which amendment may be effected by the Administrative Agent and the Borrower to the extentpermitted by clause (vii)(2) of the last paragraph in Section 10.01) so that such covenants apply to all of the then-existing Facilities),and (vii) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (exceptas set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.(d) In connection with any Credit Agreement Refinancing Facility pursuant to this Section 2.17, the Borrower, theAdministrative Agent and each applicable Credit Agreement Refinancing Facility Lender shall execute and deliver to theAdministrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specifyto evidence such Credit Agreement Refinancing Facilities. The Administrative Agent shall promptly notify each Lender as to theeffectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effectsuch amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion ofthe Administrative Agent and the Borrower, to effect the provisions of this Section 2.17, including any amendments necessary toestablish the applicable Credit Agreement Refinancing Facility as a new Class or tranche of Term Loans or Revolving Commitments(as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of theAdministrative Agent and the Borrower in connection with the establishment of such Classes or tranches (including to preserve the prorata treatment of the refinanced and non-refinanced tranches and to provide for the reallocation of participation in outstanding Letters ofCredit upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with thisSection 2.17. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.17, each Revolving Lenderwith a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to haveassigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and withoutfurther act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Lettersof Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of theaggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such ReplacementRevolving Lender) will equal its Applicable Percentage. If, on the date of such effectiveness, there are any Revolving Loansoutstanding, such Revolving Loans shall upon the effectiveness of such Replacement Revolving Commitment be prepaid from theproceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders(including each Replacement Revolving Lender) according to their Applicable Percentage, which prepayment shall be accompaniedby accrued interest on the99Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05. The AdministrativeAgent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements containedelsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.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 of any Loan Party under any Loan Document shall be madewithout deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in thegood faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment bya 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) such Withholding Agent, as required by such Laws, shall withhold or make such deductions as are determined by it tobe required, (B) such Withholding Agent, to the extent required by such Laws, shall timely pay the full amount withheld ordeducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding ordeduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased asnecessary so that after any required withholding or the making of all required deductions (including deductions applicable toadditional 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 Partiesshall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the AdministrativeAgent timely reimburse it for the payment of, any Other Taxes.(c) Tax Indemnifications.(i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment inrespect thereof within 10 days after demand100therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amountspayable 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 werecorrectly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment orliability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the AdministrativeAgent on its own behalf or on behalf of a Lender or the L/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 thereofwithin 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or theL/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such IndemnifiedTaxes and without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable,against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance ofa Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable tosuch Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection withany Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctlyor legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liabilitydelivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer herebyauthorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, asthe 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 paymentof Taxes by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, theBorrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, theoriginal or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return requiredby Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the AdministrativeAgent, 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 to payments made underany Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by theBorrower or the101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 suchpayments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by theBorrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested bythe Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not suchLender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in thepreceding two sentences, the completion, execution and submission of such documentation (other than such documentation 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 ofwithholding tax in that jurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, execution orsubmission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal orcommercial position of such Lender.(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 onwhich such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of theBorrower or the Administrative Agent), executed originals of IRS Form W‑9 certifying that such Lender is exempt from U.S. federalbackup 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 of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes aLender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the AdministrativeAgent), 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 UnitedStates is a party (x) with respect to payments of interest under any Loan Document, executedoriginals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federalwithholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to anyother applicable payments under any Loan Document, IRS Form W-8BEN-E establishing anexemption from, or reduction of, U.S. federal102withholding Tax pursuant to the “business profits” 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 underSection 881(c) of the Code, (x) a certificate substantially in the form of Exhibit K-1 to the effectthat such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of theCode, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) ofthe Code, or a “controlled foreign corporation” 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 ComplianceCertificate substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Form W-9, and/or othercertification documents from each beneficial owner, as applicable; provided that if the ForeignLender is a partnership and one or more direct or indirect partners of such Foreign Lender areclaiming 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 andindirect partner;(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 of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes aLender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the AdministrativeAgent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction inU.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicablelaw to permit the Borrower or the Administrative Agent to determine the withholding 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 byFATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained inSection 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the103Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or theAdministrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of theCode) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary forthe 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. Solelyfor purposes of this 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 orbecomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and theAdministrative Agent in writing of its legal inability to do so.(f) Treatment of Certain Refunds, Etc. Unless required by applicable Laws, at no time shall the Administrative Agent haveany obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender orthe L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the casemay be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund or credit in lieu of arefund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paidadditional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extentof indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving riseto such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than anyinterest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request ofthe Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by therelevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such GovernmentalAuthority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay anyamount to such Loan Party pursuant to this subsection the payment of which would 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 giving rise to such refund had not beendeducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had neverbeen paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other informationrelating to its taxes that it deems confidential) to the Borrower or any other Person.104(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of theAdministrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of theCommitments and the repayment, satisfaction or discharge of all other Obligations.(h) For the purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the term “applicable law” includesFATCA.3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority hasasserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans (whether denominated inDollars or an Alternative Currency) whose interest is determined by reference to the Eurocurrency Rate, or to determine or chargeinterest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority ofsuch Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the London or other applicable offshoreinterbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of suchLender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency RateLoans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans, shall be suspended, and (ii) if such notice asserts theillegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to theEurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoidsuch illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, ineach 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 theAdministrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans ofsuch Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the lastday of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, orimmediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts theillegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shallduring the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Ratecomponent thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender todetermine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, as the case may be,the Borrower shall also pay accrued interest on the amount so prepaid or converted.1053.03. Inability to Determine Rates.(a) If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) theAdministrative Agent determines that (x) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in theapplicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan,or (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respectto a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existingor proposed Eurocurrency Rate Loan or the Eurocurrency Rate component of the Base Rate, or (ii) the Required Lenders determinethat for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or anyconversion or continuation thereof does not adequately and fairly reflect the cost to such Lenders of funding such Loan, theAdministrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (A) the obligation of the Lenders to make ormaintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected EurocurrencyRate Loans or Interest Periods), and (B) in the event of a determination described in the preceding sentence with respect to theEurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shallbe suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Uponreceipt of such notice, (1) in the case of Revolving Loans denominated in Dollars, the Borrower may revoke any pending request for aBorrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted suchrequest into a request for a Borrowing of Base Rate Loans in the amount specified therein, and (2) in the event an alternative ratecannot be determined in accordance with clause (b) below, in the case of Revolving Loans denominated in an Alternative Currency,CHF Term A Loans, Euro Term A Loans, Sterling Term A Loans, Yen Term A Loans[ or], Term B-1 Loans denominated in Sterlingor Term B-2 Loans, 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.(b) Notwithstanding the foregoing, in the case of a request for or conversion or continuation of a Eurocurrency Rate Loan inan Alternative Currency as to which the Administrative Agent or the Required Lenders, as applicable, have made the determinationdescribed in clause (a) above (in each case, for the avoidance of doubt, after applying any comparable or successor rate to LIBOR (orother relevant Eurocurrency Rate), if applicable, in accordance with the definition of “Eurocurrency Rate”), (i) the Borrower shall bedeemed to have requested a Eurocurrency Rate Loan or conversion or continuation, as applicable, in such Alternative Currency (the“Impacted Loans”) with the next shortest Interest Period available as to which no such determination under clause (a) above would bemade, and (ii) (x) if no such Interest Period is available, the Administrative Agent and the Borrower, with the agreement of theLenders, may establish an alternative interest106rate that reflects the all-in-cost of funds to the Administrative Agent and the Lenders for funding Loans in the applicable currency andamount, and with the same Interest Period as the Impacted Loans, and (y) if the Administrative Agent, the Borrower and the Lendersare unable to agree on such an alternative rate of interest, the Administrative Agent, with the consent of the Lenders, may establish analternative interest rate that reflects the all-in-cost of funds to the Administrative Agent and the Lenders for funding Loans in theapplicable currency and amount, and with the same Interest Period as the Impacted Loans. Such alternative rate of interest asdetermined in accordance with clause (ii) above shall apply with respect to the Impacted Loans until (A) the Administrative Agentrevokes the notice delivered with respect to the Impacted Loans under clause (a) above, (B) the Required Lenders notify theAdministrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lendersof funding the Impacted Loans (in which case the Required Lenders shall determine an appropriate alternative rate of interest inaccordance with clause (ii)(y) above), or (C) any Lender determines that any Law has made it unlawful, or that any GovernmentalAuthority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whoseinterest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or anyGovernmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides theAdministrative Agent and the Borrower written notice thereof, and in the case of subclause (C), the Impacted Loans shall be repaid asprovided in subsection (a) above.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 requirementagainst assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserverequirement contemplated by Section 3.04(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) ofthe definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, orother 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 thanTaxes) affecting this 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 maintainingany Loan the interest on which is determined by reference107to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/CIssuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue anyLetter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether ofprincipal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender orthe L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the casemay 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 theL/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital orliquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on thecapital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of suchLender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/CIssuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could haveachieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of suchLender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to suchLender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer orsuch Lender’s or the L/C Issuer’s holding company for any such reduction suffered.(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessaryto compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of thisSection and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/CIssuer, as the case may be, the amount shown as due on any such certificate within 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 theforegoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand suchcompensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoingprovisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that suchLender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs orreductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law givingrise108to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the periodof retroactive effect thereof).(e) Reserves on Eurocurrency Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be requiredto maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as“Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costsof such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall beconclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided that the Borrower shallhave received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If aLender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10days from receipt 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 promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by itas a result of:(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than thelast day of the Interest Period 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 Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or(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 an Alternative Currency on its scheduled due date or, in the case of any Loan, any payment thereof in a differentcurrency; 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 arequest by the Borrower pursuant to Section 10.13;including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation orreemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such fundswere obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrativefees 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 tohave funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or otherborrowing in the London or other109applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not suchEurocurrency Rate Loan was in fact so funded.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 anyLending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension inaccordance with the terms of this Agreement. If (i) any Lender requests compensation under Section 3.04, (ii) the Borrower is requiredto pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account ofany Lender or the L/C Issuer pursuant to Section 3.01, or (iii) any Lender gives a notice pursuant to Section 3.02, then such Lender orthe L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loanshereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of suchLender or the L/C Issuer, such designation or assignment (A) would eliminate or reduce the amounts payable pursuant to Sections 3.01or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (B) in eachcase, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would nototherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonablecosts and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to payany Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant toSection 3.01, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance withSection 3.06(a), the Borrower may replace such Lender in accordance with Section 10.13.3.07. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the AggregateCommitments, repayment of all other 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 CreditExtensions hereunder are subject to satisfaction of the following conditions precedent:110(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly byoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated theClosing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form andsubstance reasonably satisfactory to the Administrative Agent and the Lenders:(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lenderand 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 SecurityAgreement (to the 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,covering the 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 effectiveUniform Commercial Code financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party asdebtor, and(D) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge and SecurityAgreement that the Administrative 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 ofeach Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officerthereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which suchLoan Party is a party;(v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party isduly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in eachjurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to theextent that failure to do so could not reasonably be expected to have a Material Adverse Effect;111(vi) a favorable opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the Loan Parties, addressed to the AdministrativeAgent and each Lender 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 andapprovals required in connection with the execution, delivery and performance by such Loan Party and the validity against such LoanParty of the Loan Documents to which it 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 so required;(viii) financial projections and forecasts prepared by management of the Borrower and reasonably satisfactory to theAdministrative Agent, including consolidated balance sheets and statements of income or operations and cash flows of the Borrowerand its Subsidiaries for the five year term of the Facilities;(ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections4.02(a) and (b) have been satisfied; and (B) that there has been no event or circumstance since the date of the Audited FinancialStatements that has had or could be reasonably 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 the calculation of the Consolidated Net Lease Adjusted Leverage Ratio shall be on a pro forma basis after giving effectto (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 Notes Due 2025 and (B) the redemption of the 7.00% Senior Notes Due 2021), signedby 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 expenses under the Existing Credit Agreement and other Existing Loan Documents, and (B) such other secured parties ofrecord shown on any of the financing statements referred to in subclause (iii)(C) above, to the extent such financing statements discloseLiens on the Collateral;(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 theRequired Lenders reasonably may require.112(b) Any fees required to be paid to the Administrative Agent, the Left Lead Arranger or the Lenders on or before the ClosingDate shall have been paid, including, without limitation, any fees to Lenders as shall have been separately agreed upon in writing in theamounts so specified.(c) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent(directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additionalamounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursementsincurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settlingof 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 penultimate paragraph of Section 9.03, for purposes of determiningcompliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to haveconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to orapproved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lenderprior 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 (otherthan a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subjectto the following conditions precedent, provided that, if any of the following conditions precedent cannot be satisfied solely as a resultof the Borrower’s failure to satisfy any of the covenants set forth in Section 7.11, the Required Revolving and Term A Lenders (andthe L/C Issuer, in the case of Letters of Credit) may agree to waive such condition for purposes of a Request for Credit Extension for aRevolving Loan or a Letter of Credit:(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other LoanDocument, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be trueand correct in all material respects on and as of the date of such Credit Extension, except (i) for representations and warranties whichare qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects,and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true andcorrect in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations andwarranties 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; provided that, with respect to a Request for Credit Extension for Term B Loans, onand as113of the Term B Funding Date, only the representations and warranties of the Loan Parties contained in Sections 5.01(a), 5.01(b),5.02(a), 5.02(c), 5.04, 5.14, 5.19, 5.20 and 5.21 and Section 3(b) of the Pledge and Security Agreement shall be required to be] trueand correct in all [material respects (subject to the same qualifiers set forth in clauses (i) and (ii) above)]6.01.(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application ofthe proceeds thereof[; provided that, with respect to a Request for Credit Extension for Term B Loans, the foregoing condition in thisclause (b) shall be limited to no Default or Event of Default under Section 8.01(a), 8.01(g), 8.01(h) or 8.01(i) existing as of the Term BFunding Date].(c) The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension (or, if theCredit Extension requested is a Loan, telephonic notice followed immediately by delivery of a written Loan Notice) in accordance withthe requirements hereof.(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any changein national or international financial, political or economic conditions or currency exchange rates or exchange controls which in thereasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an AlternativeCurrency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make itimpracticable for such Credit Extension to be denominated in the relevant Alternative Currency.Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or acontinuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that theconditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.ARICLE 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, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has allrequisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease itsassets and carry on its business and (ii) with respect to each such Loan Party only,114execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensedand, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or theconduct of its business requires such qualification or license; except (x) in each case referred to in clause (b)(i) or (c), to the extent thatfailure to do so could not reasonably be expected to have a Material Adverse Effect, and (y) in the case referred to in clause (a) withrespect to any Restricted Subsidiary that is not a Loan Party, to the extent that failure to do so could not reasonably be expected to havea Material Adverse Effect.5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each LoanDocument to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and donot and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) except as could not reasonably beexpected to have, either individually or in the aggregate, a Material Adverse Effect, conflict with or result in any breach orcontravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to whichsuch Person is a party or affecting such Person or the properties of such Person or any of its 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 ascould 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, ornotice 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 enforcement against, 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 and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Documentwhen so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that isparty thereto in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating toor affecting the enforcement of creditors’ rights generally and general principles of equity.5.05. Financial Statements; No Material Adverse Effect.(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the periodcovered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition ofEquinix and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance withGAAP consistently applied throughout the period covered thereby, except, with115respect to GAAP application only, as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities,direct or contingent, of Equinix and its Subsidiaries as of the date thereof, including liabilities for material taxes, material commitmentsand Indebtedness.(b) The unaudited consolidated balance sheets of Equinix and its Subsidiaries dated September 30, 2015, and the relatedconsolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) wereprepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly notedtherein, and (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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and tonormal year-end audit adjustments.(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in theaggregate, that has had or could 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, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened orcontemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of itsRestricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any otherLoan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably beexpected 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 ContractualObligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Defaulthas occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any otherLoan Document.5.08. Ownership of Property; Liens. The Borrower and each of its Restricted Subsidiaries has good record and marketabletitle in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except forsuch defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Theproperty of the Borrower and its Restricted Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. The LoanParty Accounts Receivable are owned by a Loan Party free of any title defects, liens, negative pledges or interests of others, exceptthose which have been granted under the Loan Documents or approved by the Administrative Agent in writing.1165.09. Environmental Compliance. The Borrower conducts in the ordinary course of business a review of the effect ofexisting Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on theBorrower and its Restricted Subsidiaries’ respective businesses, operations and properties, and as a result thereof the Borrower hasreasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected tohave a Material Adverse Effect.5.10. Insurance. The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound andreputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and retentions and covering suchrisks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where theBorrower or its Restricted Subsidiaries operate.5.11. Taxes. The Borrower and its Restricted Subsidiaries have filed all Federal and state income and other material taxreturns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and othergovernmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except thosewhich are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have beenprovided in accordance with GAAP or except as could not reasonably be expected, individually or in the aggregate, to have a MaterialAdverse Effect. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a MaterialAdverse Effect. Neither any Loan Party nor any wholly-owned Subsidiary thereof is party to any tax sharing agreement other thantaxing sharing agreements solely among one or more of Equinix and its past or present Affiliates (other than shareholders, directors orofficers).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 orstate laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorabledetermination letter (or may rely on an opinion letter) from the Internal Revenue Service to the effect that the form of such PensionPlan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service tobe exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed bythe Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss ofsuch tax-qualified status.(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by anyGovernmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There hasbeen no non-exempt prohibited117transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected toresult 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 orcircumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) theBorrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each PensionPlan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as ofthe most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of theCode) 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 valuationdate; (iv) none of the Borrower or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums,and there are no premium payments which have become due that are unpaid; (v) none of the Borrower or any ERISA Affiliate hasengaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has beenterminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that couldreasonably 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 [Second]Third Amendment Effective Date (a) the Borrower has noSubsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 and (b) all of the outstanding Equity Interests in eachwholly-owned Subsidiary have been validly issued, are fully paid and nonassessable and are owned by the Borrower or a Subsidiarythereof in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens (other than Liens granted pursuant to the LoanDocuments or otherwise expressly permitted by Section 7.01). As of the [Second]Third Amendment Effective Date, the Borrower hasno equity investments in any other corporation or entity other than (i) investments held in the ordinary course of business in or throughmoney market funds, mutual funds, investment or brokerages accounts and other similar types of investment vehicles and accounts and(ii) those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validlyissued and are fully paid and nonassessable. As of the [Second]Third Amendment Effective Date, (x) the Unrestricted Subsidiaries areset forth on Schedule 6.16, (y) the aggregate Attributable Asset Share of all Unrestricted Subsidiaries does not exceed 10% of theconsolidated total assets of Equinix and its Subsidiaries, and (z) the aggregate Attributable A/R Share of all Unrestricted Subsidiariesdoes 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 businessof purchasing or carrying margin stock (within the meaning118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 CompanyAct of 1940.5.15. Disclosure. No report, financial statement, certificate or other information furnished (whether in writing or orally) by oron behalf of any Loan Party to the Administrative Agent, any Lender or any Secured Party in connection with the transactionscontemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case,as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any materialfact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedthat, (a) with respect any report, financial statement, certificate or other information (i) concerning Telecity Group plc and itsSubsidiaries furnished prior to the consummation of the Telecity Transaction[ or], (ii) concerning Bit-isle Inc. and its Subsidiariesfurnished prior to the consummation of the Bit-isle Transaction or (iii) concerning the assets acquired in the Victory Transactionprior to the consummation of the Victory Transaction, the Borrower, in each case, makes such representation only to the best ofits knowledge and (b) with respect to projected financial information, the Borrower represents only that such information was preparedin 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 materialrespects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except insuch instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriateproceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably beexpected to have a Material Adverse Effect.5.17. Taxpayer Identification Number. Each Loan Party’s true and correct United States taxpayer identification number isset forth on Schedule 10.02.5.18. Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the AdministrativeAgent for the benefit of the Secured Parties a legal, valid and enforceable Lien on all right, title and interest of the respective LoanParties in the Collateral described therein, subject to no other Liens except to the extent permitted by Section 7.01. Except for (a) thefiling of appropriately completed Uniform Commercial Code financing statements in appropriate filing office of the jurisdiction offormation of each Loan Party, (b) the delivery to the Administrative Agent of certificates for certificated pledged Equity Interests,accompanied by undated stock powers duly executed in blank, and (c) in the case of pledged Equity Interests of any ForeignSubsidiary, such filings, registrations, recordations and other actions as may be required119by the Laws of the jurisdiction under which such Foreign Subsidiary is organized, no other action is necessary to perfect the Lienscreated in favor of the Administrative Agent for the benefit of the Secured Parties under the Collateral Documents.5.19. REIT Status. Equinix (a) qualifies as a REIT (without regard to any election requirement relating to the same) and (b)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 anyof its Subsidiaries, any Related Party (a) is an individual or entity currently the subject of any Sanctions or (b) is located, organized orresident in a Designated Jurisdiction. No Loan, nor the proceeds from any Loan, have been used, directly or indirectly, to lend,contribute, provide, or have otherwise been made available to fund, any activity or business in any Designated Jurisdiction or to fundany activity or business of any Person to the extent that Person is located, organized or resident in any Designated Jurisdiction or whois the subject of any Sanctions, or in any other manner that could reasonably be expected to result in any violation of Sanctions by anyparty 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 knowledgeof the Borrower, the Borrower’s and its Subsidiaries’ directors and agents acting within the scope of their relationships with theBorrower or its Subsidiaries, have conducted their businesses in material compliance with applicable Anti-Corruption Laws and haveinstituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws.5.22. EEA Financial Institutions. No Loan Party is an EEA Financial Institution.ARTICLE VI.AFFIRMATIVE COVENANTSSo long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid orunsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forthin Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:6.01. Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to theAdministrative Agent and the Required Lenders:120(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 maybe permitted after filing a single applicable request for extension with the SEC and receiving such extension within such 90 days aftersuch fiscal year end, which later date shall not exceed 120 days after such fiscal year end), the audited and unqualified annualconsolidated financial statements of Equinix, accompanied by a report and opinion thereon of an independent certified publicaccountant 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 asmay be permitted after filing a single applicable request for extension with the SEC and receiving such extension within such 45 daysafter such fiscal quarter end, which later date shall not exceed 75 days after such fiscal quarter end) (but excluding the last fiscal quarterof Equinix’s fiscal year), quarterly company-prepared consolidated financial statements of Equinix, certified and dated by aResponsible 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 filingwith the SEC.6.02. Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonablysatisfactory to the Administrative 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 Certificateof the Borrower, signed by a Responsible Officer of the Borrower, and setting forth, among other things, (i) the information andcomputations (in sufficient detail) to establish compliance with all financial covenants at the end of the period covered by the financialstatements then being furnished, (ii) the Consolidated Net Lease Adjusted Leverage Ratio for purposes of determining the ApplicableMargin, (iii) information regarding the Net Loan Party Accounts Receivable and any Material Domestic Subsidiaries, and (iv) whetherthere existed as of the date of such financial statements and whether there exists as of the date of the certificate, any Default or Event ofDefault under this Agreement and, if any such Default or Event of Default exists, specifying the nature thereof and the action theBorrower 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 fiscalyear of Equinix unless an Event of Default has occurred and is continuing), such other books, records, statements, lists of property andaccounts, budgets, forecasts or reports as to the Borrower 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 orcommunication sent to the stockholders of Equinix, and copies of all121annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with theSEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to theAdministrative Agent pursuant hereto; and(d) promptly, such additional information regarding the business or financial affairs of the Borrower or any wholly-ownedRestricted Subsidiary (and with respect to any non-wholly owned Restricted Subsidiary, such additional information regarding itsbusiness or financial affairs as is reasonably available), or compliance with the terms of the Loan Documents, as the AdministrativeAgent 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 includedin materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been deliveredon the date (i) on which Equinix posts such documents, or provides a link thereto on its website on the Internet at Equinix’s websiteaddress of www.equinix.com (or such other website address Equinix may provide to the Administrative Agent and each Lender inwriting from time to time); provided that: (i) to the extent the Administrative Agent or any Lender is otherwise unable to receive anysuch electronically delivered documents, the Borrower shall, upon request by the Administrative Agent or such Lender, deliver papercopies of such documents to such Person until a written request to cease delivering paper copies is given by such Person, and (ii) theBorrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documentsor 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 toabove, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender fordelivery, and each Lender shall be solely responsible 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 LeadArranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided byor 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 “PublicLender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or theirAffiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-relatedactivities with respect to such Persons’ securities. The Borrower and each other Loan Party hereby agrees that (w) all BorrowerMaterials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,shall mean that the word “PUBLIC” shall122appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to haveauthorized the Administrative Agent, the Left Lead Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as notcontaining any material non-public information with respect to the Borrower or its securities for purposes of United States Federal andstate securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as setforth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of thePlatform designated “Public Side Information;” and (z) the Administrative Agent and the Left Lead Arranger shall be entitled to treatthe Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated“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 aMaterial Adverse Effect: (i) any breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or anySubsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and anyGovernmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting theBorrower or any Subsidiary, including pursuant to any applicable Environmental Laws;(c) any change in the Borrower’s name, legal structure, place of business, or chief executive office if the Borrower has morethan 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 determinationby the Borrower referred to 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 settingforth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respectthereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any otherLoan Document that have been breached.6.04. Payment of Obligations. Pay and discharge, and cause each Restricted Subsidiary to pay and discharge (a) all materialtax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested ingood faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained bythe Borrower; and (b) all lawful claims which, if unpaid, would by law become a123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 MaterialAdverse Effect).6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its and its RestrictedSubsidiaries’ legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in the case of aRestricted Subsidiary that is not a Loan Party, to the extent that failure to do so could not reasonably be expected to have a MaterialAdverse Effect or (ii) in a transaction permitted by Sections 7.04 or 7.05; (b) take all reasonable action to maintain all of its and itsRestricted Subsidiaries’ rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct 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 or renewall of its and its Subsidiaries’ registered patents, trademarks, trade names and service marks, the non-preservation of which couldreasonably be expected to have a Material Adverse Effect.6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its and its Restricted Subsidiaries’ materialproperties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tearexcepted, and (b) make all necessary repairs thereto and 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 have a Material Adverse Effect.6.07. Maintenance of Insurance. Maintain insurance as is customary and usual for the business of the Borrower and eachRestricted Subsidiary.6.08. Compliance with Laws. Comply with the Laws (including any fictitious or trade name statute), regulations, and ordersof any government body with authority over the Borrower’s or any Restricted Subsidiary’s business, except where the failure tocomply could not reasonably be expected to have a Material Adverse Effect. The Lenders shall have no obligation to make anyadvance to the Borrower except in compliance with all applicable laws and regulations and the Borrower shall fully cooperate with theLenders and the Administrative Agent in complying with all such applicable laws and regulations.6.09. Books and Records. Maintain adequate books and records, in which full, true and correct entries in conformity withGAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrowerand 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 respectiveagents to inspect the Borrower’s and Guarantors’ properties and examine and audit their financial records at any reasonable time;provided, however, that (a) unless an Event of Default has occurred and is continuing, no more than two such inspections,examinations124and audits may be made the Administrative Agent and the Lenders (acting collectively) per fiscal year of the Borrower, (b) when anEvent of Default exists, the Administrative Agent, any Lender, or any of their respective agents may do any of the foregoing (as wellas make copies of books and records) at the expense of the Borrower at any reasonable time, and (c) without limiting any of theforegoing, the Borrower shall have the right (if it so elects) to have a representative of the Borrower be present during any discussionswith auditors and accountants. If the properties, books or records of the Borrower are in the possession of a third party, the Borrowerauthorizes that third party to permit the Administrative Agent or its agents to have access to perform inspections or audits and torespond to the Administrative Agent’s requests for information 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 the Borrower and its Subsidiaries, 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 tomeet at least the minimum funding standards under ERISA with respect to each and every Pension Plan; file each annual reportrequired to be filed pursuant to ERISA in connection with each Plan for each year; and notify the Administrative Agent within 10 daysof the occurrence of any Reportable Event that might constitute grounds for termination of any Pension Plan by the PBGC or for theappointment by the appropriate United States District Court of a trustee to administer any Pension Plan.6.13. Protection of Negative Pledge. Take such action as the Administrative Agent may reasonably request (including actingat the direction of the Required Lenders) to protect and enforce the negative pledge in Section 7.12 (including, without limitation,taking such action as is necessary to remove any Lien, encumbrance or negative pledge on the Loan Party Accounts Receivable,except for any Lien, encumbrance or negative pledge that may be granted in favor of the Administrative Agent and the Lenders inconnection with this Agreement or any of the other Loan Documents), and, pursuant to Section 10.04, reimburse it for related costs itincurs to protect and enforce such negative pledge.6.14. Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any one or more Persons (x)constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) or (y) that is a Subsidiary that is not already aGuarantor hereunder Guarantees any Indebtedness under any Senior Notes Indenture or any other public or privately-placed debtsecurities issued by the Borrower, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person(s) tobecome Guarantor(s) hereunder and grant a first priority perfected security interest in its assets of a type constituting Collateral so thatafter giving effect thereto, the125Net Loan Party Accounts Receivable shall constitute at least 90% of all net accounts receivable of Equinix and its DomesticSubsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts), in each case, by (a) executing anddelivering to the Administrative Agent a Joinder Agreement and/or such other documents as the Administrative Agent shall deemappropriate for such purpose, and (b) delivering to the Administrative Agent documents of the types referred 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, the legality, 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 theAdministrative Agent; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, if any suchPerson constitutes a Material Domestic Subsidiary (other than a Foreign Subsidiary Holdco) solely as a result of it having beenacquired through an Acquisition occurring after the Closing Date and does not otherwise Guarantee Indebtedness under any SeniorNotes Indenture or any other public or privately-placed debt securities issued by the Borrower, then such Person shall not be requiredto 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 aGuarantor hereunder in accordance with the preceding provisions of this Section 6.14. In addition, Equinix may, from time to time,elect to cause any Domestic Subsidiary to become a Guarantor in accordance with the preceding clauses (a) and (b) of this Section6.14. Each Loan Party agrees to take all actions necessary to promptly pledge to the Administrative Agent for the benefit of theSecured Parties all Equity Interests owned by it of each Guarantor joined pursuant to this Section 6.14, including without limitation thedelivery of all certificates representing such Equity Interests, accompanied by undated stock powers duly executed in blank, andeffecting any necessary or advisable amendments to the Pledge and Security Agreement and/or the Schedules thereto to evidence suchpledge.6.15. Cooperation; Further Assurances. Take any action reasonably requested by the Administrative Agent or any Lenderto carry out the intent of this Agreement, including, without limitation, to execute, acknowledge, deliver, record, file, and register anyand all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through theAdministrative Agent, may reasonably require from time to time in order 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 by any of the Collateral Documents, (b)perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to becreated thereunder and (c) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the SecuredParties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under anyother instrument126executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and causeeach of its Subsidiaries to do so.6.16. Designation of Unrestricted Subsidiaries. The Borrower may, from time to time, designate one or more Subsidiariesas “Unrestricted Subsidiaries” by giving written notice to the Administrative Agent; provided, however, that (a) in no event may theBorrower designate any Subsidiary as an Unrestricted Subsidiary if, at the time of and immediately after giving effect to suchdesignation, either (i) the Attributable Asset Share of Equinix in all Unrestricted Subsidiaries exceeds 10% of the consolidated totalassets of Equinix and its Subsidiaries (based on the most recent consolidated balance sheet of Equinix and its Subsidiaries delivered tothe Administrative Agent and the Lenders under Section 6.01(a) or (b), or (ii) the Attributable A/R Share of Equinix in all UnrestrictedSubsidiaries 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) noSubsidiary (i) that is or is required to become a Guarantor under Section 6.14, (ii) that is not and is not required to become a Guarantorunder Section 6.14 but is or is required become a pledgor of the Equity Interests of a Pledged Subsidiary (a “Pledgor Subsidiary”)under any Loan Document, or (iii) whose Equity Interests are or are required to be pledged on or after the Closing Date (a “PledgedSubsidiary”) in favor of the Administrative Agent under any Loan Document, as the case may be, may be an Unrestricted Subsidiary.As of the Closing Date, the Unrestricted Subsidiaries are set forth on Schedule 6.16. Any Subsidiary which has been designated as anUnrestricted Subsidiary pursuant to this Section 6.16 may, at any time thereafter, be redesignated as a Restricted Subsidiary by theBorrower; provided, however, that a Subsidiary that has been redesignated as a Restricted Subsidiary as provided in this sentence maynot thereafter be designated or redesignated as an Unrestricted Subsidiary.6.17. Certain Post-Closing Matters. As promptly as practicable after the Closing Date, but in any event within (a) 90 daysafter the Closing Date, complete all actions, and deliver such documentation (subject to clause (b) below) to the Administrative Agent(including all such foreign-law governed share pledge agreements, certificates, instruments and legal opinions), reasonably required bythe Administrative Agent in order to effect, establish, maintain and/or perfect the Administrative Agent’s security interest and liens inthe 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 necessaryregistration 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 conduct its affairs and the affairs of its Subsidiaries ina manner so as to continue to qualify as a REIT for U.S. federal income tax purposes.1276.19. Anti-Corruption Laws and Sanctions Laws. Conduct its businesses in material compliance with applicable Anti-Corruption Laws, and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws andapplicable Sanctions by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents.ARICLE VII.NEGATIVE COVENANTSSo long as any Lender shall have any Commitment hereunder, any Loan (other than, with respect to Section 7.11, any Term BLoan) or other Obligation hereunder (other than, with respect to Section 7.11, any obligations with respect to [the]any Term BFacility) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permitany 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 nowowned 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 appropriateproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person inaccordance with GAAP;(d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other likeLiens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contestedin good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on thebooks 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 inconnection with the importation of goods;(f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insuranceand other social security legislation, 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 cashand cash equivalents; provided that such cash and cash equivalents are not dedicated cash collateral in favor of such depositoryinstitution and are not128otherwise intended to provide collateral security (other than for customary account commissions, fees and reimbursable expensesrelating solely to deposit accounts, and for returned items);(h) normal and customary rights of setoff and similar Liens arising under bona fide interest rate or currency hedgingagreements, which are not for speculative 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, suretyand appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;(k) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, arenot substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materiallyinterfere with the ordinary conduct of the business of 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 obligationsfor fixed or capital assets (including the costs of construction, improvement or rehabilitation of such fixed or capital assets); providedthat (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (ii) theIndebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on thedate of acquisition, or the cost of construction, improvement or rehabilitation of such fixed or capital assets, as applicable;(n) leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Borrower or anySubsidiary;(o) Liens existing on property or assets of any Person at the time such Person becomes a Subsidiary or such property or assetsare acquired, but only, in any such case, (i) if such Lien was not created in contemplation of such Person becoming a Subsidiary orsuch property or assets being acquired, and (ii) so long as such Lien does not encumber any assets other than the property subject tosuch Lien at the time such Person becomes a Subsidiary or such property or assets are acquired;(p) any renewals, replacements or extensions of the Liens described in clauses (b), (m) or (o) above, provided that (i) theproperty covered thereby is not expanded, and (ii) the amount secured or benefited thereby is not increased;129(q) Liens on JV Interests held by a Loan Party or a Subsidiary in JV Entities securing the obligations of such Loan Party orSubsidiary to honor put rights and put options in favor of joint venture partners with respect to the JV Interests held by joint venturepartners in such JV Entities, provided that such Liens shall attach only to the JV Interests held by such Loan Party or a DomesticSubsidiary 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 otherdocumentary credits not issued 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);(u) Liens granted by (i) any Subsidiary of the Borrower that is not a Loan Party or Pledged Subsidiary in favor of anyRestricted Subsidiary or the Borrower or (ii) any Guarantor or Pledged Subsidiary in favor of the Borrower or any Guarantor;(v) Liens resulting from escrow or deposits of cash required to satisfy “funds certain” or good faith deposit requirements inconnection with the Transactions; provided that the aggregate amount of such escrows and deposits of cash secured by such Liensshall not exceed $2,000,000,000 in the aggregate at any time and (ii) the applicable Liens shall terminate upon the earliest of (x) theconsummation of the applicable Transaction (and such dollar limitation shall be reduced by the applicable amount) and (y) the date ofthe termination or abandonment of such Transaction; and(w) Liens not otherwise permitted by this Section 7.01 (which do not materially interfere with the respective businesses of theBorrower or any Subsidiary and do not attach to (i) 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 of any such Lien, the aggregate of all obligations of the Borrowerand its Restricted Subsidiaries secured by any Liens not otherwise permitted hereby, together with the aggregate book value of allTransfers consummated in accordance with the carve-out set forth in clause (n) of Section 7.05 in the then current fiscal year, does notexceed [10]15% of Adjusted Consolidated Total Assets; provided that the aggregate outstanding amount of all obligations of theBorrower and its Restricted Subsidiaries secured by such Liens does not exceed 10% of Adjusted Consolidated Total Assets.7.02. Investments. Make any Investments that are Acquisitions, other than Permitted Acquisitions; or make any other materialInvestments outside of the ordinary course of business, except to the extent that no Default shall have occurred and be continuing at thetime of such Investment or would result therefrom.1307.03. Indebtedness. Create, incur, assume or otherwise become directly or indirectly liable for any Indebtedness, except tothe extent that no Default shall have occurred and be continuing at the time of, or would result from, the Borrower or such RestrictedSubsidiary creating, incurring, assuming or otherwise becoming directly or indirectly liable for such Indebtedness.7.04. Fundamental Changes.(a) Enter into any consolidation, merger, or other combination, except so long as no Event of Default has occurred and iscontinuing or would result therefrom:(i) any Loan Party may consolidate, merge or combine with any other Loan Party (provided that if any such Loan Party isEquinix, Equinix shall be the surviving entity),(ii) any Loan Party may consolidate, merge or combine with any Subsidiary that is not a Loan Party if such Loan Party is thesurviving entity,(iii) any Subsidiary that is not a Loan Party may consolidate, merge or combine with any Subsidiary that is not a Loan Party,and(iv) any Loan Party or Subsidiary may consolidate, merge or combine with any Person in connection with a PermittedAcquisition or a transaction permitted by Section 7.05, so long as (1) in the case of a consolidation, merger or combination of a LoanParty with another Person, such Person expressly assumes all Obligations of such Loan Party and grants liens on its assets constitutingCollateral (in each case pursuant to documentation satisfactory to the Administrative Agent) if such Person is the surviving entity, and(2) if Equinix is a party to such Permitted Acquisition or transaction permitted by Section 7.05, Equinix shall be the surviving entity; or(b) liquidate or dissolve any Loan Party’s business or any Domestic Subsidiary’s business except as may be permitted bySection 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 forEquinix).7.05. Maintenance of Assets; Dispositions. Sell, assign, lease, transfer or otherwise Dispose of (collectively, “Transfer”) anypart of the business or assets 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 or (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) the Borrower, or (2) any other wholly-owned Subsidiary that is a Guarantor;(b) Transfers (including any disposition that is in the nature of a liquidation or dissolution) by any Subsidiary that is not aLoan Party to the Borrower or any Subsidiary;131(c) Transfers (including (except in the case of Equinix) any disposition that is in the nature of a liquidation or dissolution) bythe Borrower of any Subsidiary other than a Guarantor, not involving a disposition of Collateral, which do not constitute a Change ofControl;(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 inthe ordinary course of business;(f) sales of inventory to customers in the ordinary course of business;(g) Transfers of cash, cash equivalents and marketable securities in the ordinary course of business, including, withoutlimitation, to a Subsidiary;(h) sales or discounts of accounts receivable without recourse in the ordinary course of business (and excluding accountsreceivable which have been fully reserved or written off) in connection with accounts receivable that are more than 90 days past due,provided that such sales and discounts, in the aggregate, shall not exceed 5% of the aggregate gross accounts receivables of the LoanParties 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 oruseful in the conduct of business;(k) Transfers of assets subject to a casualty or event of loss covered by insurance following the receipt of insurance proceedswith respect to such casualty or event of loss;(l) Transfers constituting Liens permitted under Section 7.01 (except under clause (w) thereof) and Investments or RestrictedPayments that are not prohibited by this Agreement;(m) Sale-Leaseback Transactions, so long as the aggregate amount of proceeds of all such Sale-Leaseback Transactionsconsummated following the Closing Date does not exceed $350,000,000;(n) other Transfers not otherwise permitted by this Section 7.05, so long as the aggregate book value of assets so Transferredin any fiscal year of Equinix under this clause (n), together with the aggregate outstanding amount of all obligations of the Borrowerand its Restricted Subsidiaries secured at the time of such Transfer by Liens created in accordance with the carve-out set forth in clause(w) of Section 7.01, does not exceed [10]15% of Adjusted Consolidated Total Assets; [and]provided that the aggregate outstandingamount of all obligations of the Borrower and its132Restricted Subsidiaries secured at the time of such Transfer by Liens created in accordance with the carve-out set forth inclause (w) of Section 7.01 does not exceed 10% of Adjusted Consolidated Total Assets;(o) Transfers of assets which Transfers are required by Governmental Authorities for their approval of the consummation ofthe Telecity Transaction;(p) Transfers of assets which Transfers are required by Governmental Authorities for their approval of theconsummation of the Project Victory Transaction; and(q) the Borrower may Transfer its Equity Interests in EQIX (Global Holdings) to NY3, so long as (i) NY3 is convertedto a Delaware corporation prior to such Transfer and (ii) upon such conversion, the Borrower shall (x) grant to theAdministrative Agent, for the benefit of the Secured Parties, a continuing security interest in 66% of its Equity Interests inNY3 to secure the Obligations and (y) deliver to the Administrative Agent (A) an updated Schedule II to the Pledge andSecurity Agreement reflecting the foregoing reorganization and (B) all certificates and instruments representing such pledgedEquity Interests, in each case in accordance with the Pledge and Security Agreement, it being understood that immediatelybefore the Transfer of the Equity Interests of EQIX (Global Holdings) to NY3 (but subject to the completion of the actionsdescribed in clauses (i) and (ii) above), the Administrative Agent will, at the Borrower’s expense, execute and deliver to theBorrower such documents as the Borrower may reasonably request to evidence the release of the Equity Interests of EQIX(Global Holdings) from the security interest granted to the Administrative Agent under the Pledge and Security Agreementand any other Collateral Documents;provided, however, that (x) notwithstanding the foregoing clauses (a) through ([o]q), inclusive, in no event shall any Loan Party makeany Transfers of any of the Loan Party Accounts Receivable, except to the extent permitted in clause (h) above and (y) such Transfersthat constitute Asset Sales shall be subject, as applicable, to the prepayment requirements set forth in Section 2.04(c). 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 Subsidiaryof the Borrower;(b) dividends or distributions payable solely in Equity Interests (other than Equity Interests that are mandatorily redeemable orredeemable at the option of the holder thereof on any date that is earlier than 91 days after the Term B-2 Maturity Date in effect at thetime of the declaration or making of such dividend or distribution);133(c) cash payments (i) for repurchases by the Borrower of common stock of the Borrower from officers, directors andemployees of the Borrower or any of its Subsidiaries or their authorized representatives upon the death, disability or termination ofemployment of such employees or termination of their seat on the board of the Borrower, and (ii) in lieu of the issuance of fractionalshares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests ofthe 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 EquityInterests represent a portion of 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 SubordinatedNotes (the “Convertible Subordinated Notes Indentures”)) upon conversion of the Convertible Subordinated Notes in accordance withthe terms of the Convertible Subordinated Notes Indentures and (ii) unless (x) an Event of Default described in Section 8.01(a) hasoccurred and is continuing or (y) a Payment Blockage Period (as defined in the Convertible Subordinated Notes Indentures) is ineffect, make (A) regularly scheduled payments of cash interest and, to the extent not prohibited hereunder, mandatory principalpayments on the Convertible Subordinated Notes, in each case, in accordance with the terms thereof, and (B) cash Restricted Paymentsin 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) [reserved];(g) so long as (i)(A) Equinix believes in good faith that it qualifies as a REIT, (B) Equinix has not publicly disclosed anintention to no longer be treated as a REIT, and (C) no resolution shall have been adopted by Equinix’s board of directors abandoningor otherwise contradicting its intent to elect to be treated as a REIT, or (ii) Equinix is a REIT, Equinix may make cash dividends anddistributions to its shareholders notwithstanding that any Default may have occurred and be continuing (x) provided such cashdividends and distributions do not exceed in the aggregate for any period of four consecutive fiscal quarters of Equinix for whichfinancial statements have been delivered to the Administrative Agent under Section 6.01(a) or (b) (or if shorter, the period fromDecember 31, 2014 to the last day of the fiscal quarter for which such financial statements have been delivered), 95% of Funds FromOperations for such period or (y) in such greater amount as may be required for Equinix to continue to be qualified as a REIT or toavoid the imposition of income or excise taxes on Equinix; and134(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 not otherwise 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 theBorrower and its Subsidiaries 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 notin the ordinary course of business, other than (a) on fair and reasonable terms substantially as favorable to the Borrower or suchRestricted Subsidiary, as the case may be, as would be obtainable 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 an Affiliate, (b) transactions expressly permitted bySection 7.04(a), Section 7.05(a), Section 7.05(b), or, in the case of transactions with Subsidiaries only, Section 7.05(g), (c) transactionssolely among Loan Parties, or (d) other individual transactions that do not involve amounts in excess of $15,000,000 per transaction orseries of related transactions.7.09. Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other LoanDocument) that (a) limits the ability (i) of any Material Domestic Subsidiary or Pledged Subsidiary to make Restricted Payments to theBorrower, any Pledgor Subsidiary or any Guarantor or to otherwise transfer property to the Borrower, any Pledgor Subsidiary or anyGuarantor, (ii) of any Material Domestic Subsidiary or any Pledgor Subsidiary to Guarantee the Indebtedness of the Borrower or anyGuarantor or (iii) of the Borrower, any Pledgor Subsidiary or any Material Domestic Subsidiary to create, incur, assume or suffer toexist Liens on property of such Person; provided, however, that, so long as the following do not violate Section 7.12, (A) none of theforegoing shall apply to restrictions and conditions imposed by applicable Laws (which (taken as a whole) could not reasonably beexpected to have a Material Adverse Effect), (B) none of the foregoing shall apply to customary restrictions and conditions containedin agreements relating to the sale of the assets or Equity Interests permitted under Section 7.05 pending such sale, provided suchrestrictions and conditions apply only to the Person whose assets or Equity Interests are to be sold, (C) clauses (i) and (iii) shall notapply to restrictions or conditions imposed on specific assets which are the subject of any leases (including Capital Leases) or tocustomary provisions in leases (including Capital Leases) and other contracts restricting the assignment of such leases and othercontracts, (D) clauses (ii) and (iii) shall not apply to the restrictions contained in the Senior Notes Indentures (as such restrictions are ineffect on the Second Amendment Effective Date), (E) clauses (ii) and (iii) shall not apply to customary restrictions contained in thedocumentation relating to financings permitted hereunder, provided that such restrictions shall not restrict (x) any Loan Party’s orMaterial Domestic Subsidiary’s ability to grant Liens in favor of the Administrative Agent and Secured Parties (or the AdministrativeAgent and Secured Party’s135ability to enforce such Liens) under or in connection with the Loan Documents or (y) any Loan Party’s or Material DomesticSubsidiary’s ability to guarantee the Obligations and (F) such clause (i) shall not apply to restrictions imposed on Equinix Japan K.K.and its Subsidiaries contained in the documentation relating to the financing of the Bit-isle Transaction (and any subsequentrefinancings thereof) provided that any such restrictions shall not limit the ability of any such Persons, so long as no default or event ofdefault has occurred under such financing, to make Restricted Payments in an amount equal to at least 50% of consolidated net incometo the Borrower or to such person’s Parent, a wholly owned Subsidiary of the Borrower; or (b) requires the grant of a Lien to secure anobligation 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 Second Amendment Effective Date).7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately,incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit toothers for the purpose of purchasing or carrying margin stock or to refund indebtedness 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 anyfiscal quarter of Equinix to be less than 1.50 to 1.00.(b) Consolidated Net Lease Adjusted Leverage Ratio. Permit the Consolidated Net Lease Adjusted Leverage Ratio as of theend of any fiscal quarter of Equinix to exceed 6.00 to 1.00.The provisions of this Section 7.11 are for the benefit of the Term A Lenders, the Revolving Lenders and the L/C Issuer only, exceptas otherwise provided in Section 8.01(b).7.12. Negative Pledge. (a) Except as permitted by clause (h) of Section 7.05 or as otherwise expressly pre-approved by theAdministrative Agent (at the direction of the Required Lenders) in writing after the date hereof, allow any Person or entity to, sell,transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of the Loan Party Accounts Receivable (orattempt or contract to do so, or otherwise allow, create, permit or suffer any of the foregoing to exist) (for the avoidance of doubt, LoanParty Accounts Receivable do not include any accounts owned by any non-Guarantor Subsidiaries of Equinix), or (b) enter into orsuffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or sufferto exist any Lien or other encumbrance upon any of the Loan Party Accounts Receivable in order to hereafter secure any of itsObligations, 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 Second Amendment Effective Date), (iii) customary restrictions on the assignment136of leases, licenses and other agreements, and (iv) customary restrictions and conditions contained in any agreement relating to anydisposition 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 scheduledmaturity thereof in any manner, or make any payment in violation of any subordination terms of, any portion of (a) the 5.375% SeniorNotes Due 2022, (b) the 5.750% Senior Notes Due 2025, (c) the 4.875% Senior Notes Due 2020, (d) the 5.375% Senior Notes Due2023, (e) except in connection with a Special Mandatory Redemption Event, the 5.875% Senior Notes Due 2026, (f) except to theextent provided in Section 7.06(e), any Convertible Subordinated Notes or other Indebtedness that is subordinated to the Obligations,or (g) any other long-term public or privately placed debt securities, 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 hasoccurred and is continuing or would result therefrom, and (ii) after giving effect thereto, the sum of (x) the unrestricted cash, cashequivalents, freely tradable and liquid short term-investments and freely tradable and liquid long-term investments of Equinix and itsSubsidiaries on a consolidated basis plus (y) the amount by which the Aggregate Revolving Commitments exceeds the TotalRevolving 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 makeavailable such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Personthat, at the time of the use of such proceeds, is the subject of Sanctions or is located, organized or resident in any DesignatedJurisdiction, or in any other manner that could reasonably be expected to result in a violation of Sanctions by any party to thisAgreement 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 wouldmaterially breach any Anti-Corruption Laws or cause any party to this Agreement or any other Loan Document (including anySecured 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) theownership of Equity Interests and Indebtedness of one or more Foreign Subsidiaries or Foreign Subsidiary Holdcos, (b) maintaining itscorporate or company existence, (c) participating in tax, accounting and other administrative activities as part of a consolidated groupof companies, (d) execution and delivery of any Loan Documents to which it is a party and acknowledgement of any Loan Documentsin connection with the pledge of its equity to secure the Secured Obligations and (e) activities incidental to the foregoing.7.17. Requests for Credit Extensions. Make any Request for Credit Extension pursuant to Section 4.02 at any timethat a Default or Event of Default exists, or the Borrower137requires a waiver in connection with the potential failure to comply with a provision of a Loan Document that could result ina Default or Event of Default, unless such Default or Event of Default has been waived, or such waiver is approved, by theRequired Revolving Lenders.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 thecurrency required hereunder, any amount of principal of any Loan or any L/C Obligation, or any interest on any Loan or on any L/CObligation, or (ii) within three Business Days after the same becomes due, any fee due hereunder or any other amount payablehereunder 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 ofSection 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, anyfinancial covenant set forth in Section 7.11; provided, that a breach of Section 7.11 shall not constitute an Event of Default with respectto [the]any Term B Facility unless and until the Administrative Agent shall have declared all amounts outstanding under the RevolvingFacility and the Term A Facility, respectively, to be due and payable and all outstanding Revolving Commitments to be terminated, ineach case in accordance with this Agreement as a result of such breach, and such declaration has not been rescinded (any such Eventof Default with respect to Section 7.11, a “Financial Covenant Event of Default”)); 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 in any Loan Document on its part to be performed or observed and such failure continues for 30 days after theearlier of (i) a Responsible Officer of a Loan Party obtaining knowledge of such failure and (ii) the Administrative Agent or a Lendernotifying 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 otherdocument required by or delivered in connection with this Agreement (after giving effect to any applicable grace periods) or any suchdocument is no longer in effect, or any Guarantor purports to revoke or disavow a guaranty, including the Multiparty Guaranty, of anyof the Obligations; or(e) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made byor on behalf of the Borrower or any other Loan Party138herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleadingin any material respect when made or deemed made; or(f) Cross-Default. (i) Any default occurs under any agreement of the Borrower or its Subsidiaries (other than any agreemententered into by any Unrestricted Subsidiary with respect to Indebtedness of such Unrestricted Subsidiary for which there is no recourseto the Borrower or any Restricted Subsidiary) that permits the counterparty to such agreement to declare to be due and payable prior tothe stated maturity thereof an obligation of the Borrower or any of its Subsidiaries of $50,000,000 or more, individually or in theaggregate for any or all such entities; or (ii) the Borrower or any Subsidiary thereof (x) fails to observe or perform any other agreementor condition relating to any such obligation or contained in any instrument or agreement evidencing, 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 holders of such obligation or thebeneficiary or beneficiaries of such obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)to cause, with the giving of notice if required, such obligation to be demanded or to become due or to be repurchased, prepaid,defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such obligation to be made,prior to its stated maturity, or such obligation to become payable or cash collateral in respect thereof to be demanded, unless, in the caseof clause (f)(ii)(y), the Borrower would not be prohibited from prepaying such Indebtedness under Section 7.13, disregarding for thispurpose any Default that would otherwise arise under this Section 8.01(f)(ii)(y); or (iii) there occurs under any Swap Contract (otherthan a Swap Contract entered into by an Unrestricted Subsidiary for which there is no recourse to the Borrower or any RestrictedSubsidiary) an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such SwapContract 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 sodefined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is $50,000,000or more; or(g) Insolvency Proceedings. Any Loan Party or any Material Subsidiary institutes or consents to the institution of anyproceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or any proceeding under any DebtorRelief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person andcontinues undismissed or unstayed for 60 calendar days, or an order for relief is 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 MaterialSubsidiary’s business, or the business is terminated; or(i) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Material Subsidiary becomes unable or admits in writing itsinability or fails generally to pay its debts as they become139due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of theproperty of any such Person and is not released, vacated or fully bonded within 45 days after its issue or levy; or(j) Judgments. (i) Any judgments or arbitration awards are entered against the Borrower or any Subsidiary thereof (other than,solely with respect to judgments or awards as to which there is no claim or recourse against the Borrower or any Restricted Subsidiary,any Unrestricted Subsidiary) in an aggregate amount of $50,000,000 or more, and there is a period of 45 consecutive days duringwhich either such judgments or arbitration awards remain unpaid or unsatisfied or a stay of enforcement of such judgments, by reasonof a pending appeal, is not in effect; or (ii) any one or more non-monetary final judgments are entered against the Borrower or anySubsidiary thereof that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, andthere 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 couldreasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or thePBGC in an aggregate amount of $50,000,000 or more, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after theexpiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 ofERISA 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 thisAgreement or any other Loan Documents, or part thereof, is invalid, or a court of competent jurisdiction invalidates any part of thisAgreement or any other Loan Document; or(m) Change of Control. A Change of Control occurs.8.02. Remedies Upon Event of Default.(a) If any Event of Default other than a Financial Covenant Event of Default occurs and is continuing, the AdministrativeAgent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:(i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensionsto be terminated, whereupon such commitments and obligations shall be terminated;140(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all otheramounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment,demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and Guarantors;(iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amountthereof); and(iv) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/CIssuer under the Loan Documents;provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party underthe Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to makeL/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and otheramounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/CObligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or anyLender.(b) If any Financial Covenant Event of Default but no other Event of Default shall have occurred and be continuing, theAdministrative Agent shall, at the request of, or may, with the consent of, the Required Revolving and Term A Lenders take any of theactions specified under Sections 8.02(a)(i) through (iv) above, but solely with respect to the Revolving Facility and the Term A Facility(subject to Section 8.02(c) below).(c) If any Financial Covenant Event of Default but no other Event of Default shall have occurred and be continuing and theAdministrative Agent shall have declared all amounts outstanding under the Revolving Facility and the Term A Facility to be due andpayable and all outstanding Revolving Commitments to be terminated, in each case in accordance with this Agreement as a result ofsuch Financial Covenant Event of Default, and such declaration has not been rescinded, then the Administrative Agent shall, at therequest of, or may, with the consent of, the Required Term B Lenders, (i) declare the unpaid principal amount of all outstanding TermB Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other LoanDocument in each case to the Term B Lenders to be immediately due and payable, without presentment, demand, protest or othernotice of any kind, all of which are hereby expressly waived by the Borrower and Guarantors and (ii) exercise, on behalf of itself andthe Lenders, all rights and remedies available to it and the Lenders under the Loan Documents.8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans haveautomatically become immediately due and payable and the L/C Obligations have automatically been required to be CashCollateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall, subject tothe provisions141of Sections 2.14 and 2.15, and, in the case of any proceeds of Collateral owned by the Borrower, the Borrower Collateral Limit, beapplied 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 and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable tothe Administrative Agent in its capacity as such;Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other thanprincipal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements ofcounsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to therespective amounts described in this clause Second payable to them;Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and intereston the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and theL/C Issuer in proportion to the respective amounts 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 inproportion to the respective 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 Obligationscomprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowerpursuant to Sections 2.03 and 2.14;Sixth, to payment of the portion of Secured Obligations then owing under Secured Hedge Agreements and Secured CashManagement 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 asotherwise required by Law.Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuantto clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on depositas Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to theother Secured Obligations, in the order set forth above.Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured HedgeAgreements shall be excluded from the application described above if the Administrative Agent has not received a Secured PartyDesignation Notice, together with such142supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, asthe case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplatedby the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the AdministrativeAgent 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 receivedfrom such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties topreserve the allocation to Secured Obligations otherwise 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 asthe Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actionson its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together withsuch actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of theAdministrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a thirdparty beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other LoanDocuments (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or otherimplied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of marketcustom, and is intended to create or reflect only 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 ofthe Lenders (including, to the extent applicable, in its capacities as a Hedge Bank and a Cash Management Bank) and the L/C Issuerhereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposesof acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the SecuredObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the AdministrativeAgent, 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 CollateralDocuments, or for exercising143any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of thisArticle IX and Article X (including Section 10.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateralagent” 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 powersin its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person servingas the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend moneyto, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of businesswith the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder andwithout 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 setforth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generalityof 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 iscontinuing;(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rightsand powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise asdirected in writing by the Required Lenders (or such other number or percentage of the Appropriate Lenders as shall be expresslyprovided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any actionthat, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any LoanDocument 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 anyDebtor 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 beliable for the failure to disclose, any information relating to the Borrower or any of their Affiliates that is communicated to or obtainedby the Person serving as the Administrative Agent 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 theRequired Lenders (or such other number or percentage of the144Appropriate 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 absence of its own gross negligence or willful misconduct asdetermined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed notto have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent bythe 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, warrantyor representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, reportor other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of anyof the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument ordocument, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of itemsexpressly required to be delivered to the Administrative Agent.The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitoror enforce, compliance with the provisions of this Agreement relating to Disqualified Lenders. Without limiting the generality of theforegoing, the Administrative Agent shall not ​(x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participantor prospective Lender or Participant is a Disqualified ​Lender or (y) have any liability with respect to or arising out of any assignment orparticipation of Loans, or disclosure of confidential information, to any ​Disqualified Lender.9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur anyliability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including anyelectronic message, Internet or intranet website posting or other distribution), including, without limitation, any representation orwarranty contained therein, believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made bythe proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to themaking of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to thesatisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender orthe L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior tothe making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who maybe counsel for the Borrower),145independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordancewith 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 andpowers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the AdministrativeAgent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers byor through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to theRelated Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with thesyndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall notbe responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determinesin a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selectionof such sub-agents.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 such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appointa successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the UnitedStates. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the RequiredLenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of theLenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not asuccessor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation EffectiveDate.(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, theRequired Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove suchPerson as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been soappointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed bythe Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with suchnotice on the Removal Effective Date.146(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removedAdministrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except thatin the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the LoanDocuments, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successorAdministrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removedAdministrative Agent, all payments, communications and determinations provided to be made by, to or through the AdministrativeAgent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint asuccessor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agenthereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (orremoved) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or otheramounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, asapplicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder orunder the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by theBorrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed betweenthe Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under theother Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring orremoved Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be takenby any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that ithas, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and basedon such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into thisAgreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon theAdministrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall fromtime to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,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 anybookrunner, syndication agent or documentation agents listed on the cover page hereof shall have any rights, privileges, powers, dutiesor responsibilities under this147Agreement or any of the other Loan Documents, except (a) in the case of any such Person, in its capacity, as applicable, as theAdministrative Agent, a Lender or the L/C Issuer hereunder and (b) in the case of the Joint Lead Arrangers, as set forth in the FeeLetters.9.09. Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding underany Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whetherthe principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise andirrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, byintervention 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/CObligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary oradvisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for thereasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and theirrespective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections2.03(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 herebyauthorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to theAdministrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the AdministrativeAgent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 10.04.Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopton behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the SecuredObligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of anyLender 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 ofthe Required Lenders, to (a) credit bid and in such manner purchase (either directly or through one or more acquisition vehicles) all orany portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including148under Section 363 of the Bankruptcy Code or any similar Laws in any other jurisdictions to which a Loan Party is subject, or (b) creditbid and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at anyother sale or foreclosure conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial actionor otherwise) in accordance with applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owedto the Secured Parties shall be entitled to be, and shall be, credit bid ratably, after giving effect to the priorities outlined in the waterfallof payment in Section 8.03 above (with Secured Obligations with respect to contingent or unliquidated claims (excluding L/CObligations and other contingent or unliquidated claims of a fixed or readily determinable amount) being disregarded for suchpurpose), and the Secured Parties whose Secured Obligations are credit bid shall be entitled to receive interests (ratably based upon theproportion of their Secured Obligations credit bid in relation to the aggregate amount of Secured Obligations so credit bid) in the assetor assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase).Except as provided above and otherwise expressly provided for herein or in the other Collateral Documents, the Administrative Agentwill not execute and deliver a release of any Lien on any Collateral. Upon request by the Administrative Agent or the Borrower at anytime, the Secured Parties will confirm in writing the Administrative Agent’s authority to release any such Liens on particular types oritems 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 capacitiesas a Cash Management Bank and a Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option andin its discretion:(a) to release any Lien on any property (including on any Equity Securities of Subsidiaries) granted to or held by theAdministrative Agent under any Loan Document (i) upon the Facility Termination Date, (ii) that is sold, transferred or otherwisedisposed of or to be sold, transferred or otherwise disposed of as part of or in connection with any sale, transfer or other dispositionpermitted hereunder or under any other Loan Document, (iii) consisting of an instrument, if the Indebtedness evidenced thereby hasbeen paid in full, (iv) consisting of Real Property Lease Accounts or of the Equity Interests in Real Estate Holding Subsidiaries, ifrequested 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 Lienon such Equity Interests in favor of the Administrative Agent is not permitted thereunder (but, for the avoidance of doubt, no Lien onsuch Equity Interests shall be granted in favor of the provider of such Indebtedness), or (v) if approved, authorized or ratified in writingby the Required Lenders (or all Lenders to the extent required under Section 10.01) in accordance with Section 10.01; and149(b) to release any Guarantor from its obligations under the Multiparty Guaranty if such Person ceases to be a Subsidiary as aresult of a transaction permitted under the Loan Documents.Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the AdministrativeAgent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from itsobligations under the Multiparty Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, theAdministrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such LoanParty may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted underthe 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 warrantyregarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lienthereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible orliable to the Lenders for any failure to monitor or maintain any portion of the Collateral.9.11. Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forthherein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Multiparty Guarantyor any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or toconsent to, direct or object to any action hereunder or under any other Loan Document 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 theprovisions hereof or of the Multiparty Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case,only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary,the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made withrespect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to theextent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of suchSecured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable CashManagement Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, orthat 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.150ARTICLE X.MISCELLANEOUS10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, andno consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by theRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent,and each such waiver or consent shall be effective only in the specific instance 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 consent of such Lender;(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees orother amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of eachLender 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) ofthe second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without thewritten consent of each Lender directly affected thereby; provided, however, that (i) only the consent of the Required Lenders shall benecessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Feesat the Default Rate and (ii) only the consent of the Required Revolving and Term A Lenders shall be necessary to amend any financialcovenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest onany Loan or L/C Borrowing or to reduce any fee payable hereunder;(e) change (i) Sections 2.12 or 8.03 in a manner that would alter the pro rata sharing of payments required thereby without thewritten consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loansamong the Facilities from the application thereof set forth in the applicable provisions of Section 2.04(c) or 2.05(b), respectively, in anymanner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is theRevolving Facility, the Required Revolving Lenders, (y) if such Facility is the Term A Facility, the Required Term A Lenders, and (z)if such Facility is the Term B Facility, the Required Term B Lenders;151(f) (i) change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereofspecifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make anydetermination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(f)), without thewritten consent of each Lender or (ii) the definition of “Required Revolving and Term A Lenders”, “Required Revolving Lenders”,“Required Term A Lenders”, or “Required Term B Lenders” without the written consent of each Lender under the applicableFacilities or Facility;(g) (i) amend Section 1.06 or the definition of “Alternative Currency” other than to eliminate currencies available to be utilizedas Alternative Currencies without the written consent of each Lender, or (ii) amend the first parenthetical appearing in definition of“Interest Period” other than to eliminate such parenthetical or any period set forth in such parenthetical without the written consent ofeach Lender; or(h) release all or substantially all of the Collateral or all or substantially all of the value of the Multiparty Guaranty without thewritten consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section [9.10]9.10 (in whichcase such release may be made by the Administrative Agent acting alone);Notwithstanding anything to the contrary in this Section 10.01 or in any other provision of this Agreement or any other LoanDocument:(i) the Borrower and the Required Revolving and Term A Lenders may, without the consent of any other Lender, amendSection 7.11 (or any defined term used therein or in the definitions of such defined terms) or waive or grant a forbearance with respectto a Default or Event of Default resulting from a breach of any provision of such Section;(ii) 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 issuedor to be issued by it;(iii) the definition of “Letter of Credit Sublimit” may be amended with only the consent of the Borrower, the AdministrativeAgent, the L/C Issuer and the Required Revolving Lenders;(iv) this Agreement may be amended as contemplated by clause (ii) of Section 2.13(e) in connection with the addition of anew term loan tranche with the consent of only the Administrative Agent, the Lenders providing such Term Loan and the Borrower;152(v) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to theLenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;(vi) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the partiesthereto;(vii) the Administrative Agent and the Borrower may amend any Loan Document to (1) cure any ambiguity, omission,mistake, defect or inconsistency, in each case, of a technical nature or (2) make any change that would add or make more restrictiveany covenant of the Loan Parties or provide an additional right or benefit to the Lenders or the L/C Issuer, so long as, in each case, (x)such changes shall not be adverse to the Lenders or the L/C Issuer, (y) the Lenders and the L/C Issuer shall have received at least five(5) Business Days’ prior written notice thereof and (z) the Administrative Agent shall not have received, within five (5) Business Daysfollowing the date of such notice to the Lenders, written notice from (I) the Required Lenders stating that the Required Lenders objectto such amendment or (II) if affected by such amendment, L/C Issuer stating that it objects to such amendment;(viii) this Agreement may be amended by an Extension Amendment or a Refinancing Amendment as contemplated by and inaccordance with Section 2.16 or Section 2.17 with the consent of only the Borrower, the Administrative Agent, the L/C Issuer (to theextent the terms of this Section 10.01 would require the L/C Issuer for the amendments effected in such Extension Amendment) andeach (1) Extending Lender, in the case of an Extension Amendment, or (2) each applicable Credit Agreement Refinancing FacilityLender, in the case of a Refinancing Amendment;(ix) only the written consent of the Administrative Agent shall be required for purposes of amending, waiving or otherwisemodifying Section 6.17 or Schedule 6.17;(x) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (andany amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected withthe consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender maynot be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consentof all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shallrequire the consent of such Defaulting Lender; and(xi) any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension,loan modification or similar transaction permitted153by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent andsuch 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 in subsection (b) below), all notices and other communications provided for herein shall be in writing and shallbe delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all noticesand other communications expressly permitted hereunder to be given 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 mail address 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 itsAdministrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on itsAdministrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to theBorrower).Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemedto have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of businesson 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 bedelivered or furnished by electronic communication (including e‑mail, FpML messaging, and Internet or intranet websites) pursuant toprocedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/CIssuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable ofreceiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its respectivediscretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to proceduresapproved 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 bedeemed received upon the sender’s receipt of an acknowledgement154from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other writtenacknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon thedeemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice orcommunication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, emailor other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall bedeemed to have been sent at the opening of business on the next business day for the recipient.(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (ASDEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALSOR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OROMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, ISMADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In noevent 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 in tort, contractor otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through theplatform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses,claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment tohave resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall anyAgent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental,consequential or punitive damages (as opposed to direct or actual damages).(d) Change of Address, Etc. The Borrower, the Administrative Agent and the L/C Issuer may change its respective address,facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lendermay change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, theAdministrative Agent and the L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time toensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number andelectronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions 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”155or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, inaccordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securitiesLaws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of thePlatform and that may contain material non-public information with respect to the Borrower or its securities for purposes of UnitedStates Federal or state securities laws.(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lendersshall be entitled to rely and act upon any notices (including telephonic notices, Loan Notices and Letter of Credit Applications)purportedly given by or on behalf of the Borrower or any Guarantor even if (i) such notices were not made in a manner specifiedherein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, asunderstood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/CIssuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance bysuch Person on each notice purportedly given by or on behalf of the Borrower or any Guarantor. All telephonic notices to and othertelephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the partieshereto hereby consents to such recording.10.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the AdministrativeAgent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any otherLoan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilegehereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive ofany 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 andremedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and allactions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, theAdministrative 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 itsbenefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer fromexercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other LoanDocuments, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.12), or (d)any Lender from filing156proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Partyunder any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunderand under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the AdministrativeAgent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso andsubject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it andas authorized by the Required Lenders.10.04. Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out‑of‑pocket expenses incurred by the AdministrativeAgent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), inconnection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery andadministration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereofor thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out‑of‑pocketexpenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or anydemand 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), inconnection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including allsuch out-of-pocket expenses incurred during any workout, restructuring or 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 (andany sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Personbeing called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities,penalties and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by anyIndemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, inconnection 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 orthereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and anysub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including157in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceedstherefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presentedin connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence orrelease of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or anyEnvironmental Liability related in any way to 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 athird party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that suchindemnity 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 gross negligence orwillful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against suchIndemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower orsuch other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court ofcompetent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxesother than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.(c) Reimbursement by Lenders. To the extent that the Borrower or any other Loan Party for any reason fails to indefeasiblypay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agentthereof), the L/C Issuer or any Related Party of any of the 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 may be, such Lender’s pro rata share (determined as of thetime that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total CreditExposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), suchpayment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that theapplicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified loss,claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or anysuch sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for theAdministrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders underthis 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 otherLoan Party shall not assert, and each hereby waives, and acknowledges that no other Person shall have, any claim against anyIndemnitee, on any theory of158liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connectionwith, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactionscontemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to insubsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materialsdistributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmissionsystems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other thanfor direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final andnonappealable 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 ofthe Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and therepayment, satisfaction or discharge of all the other 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 madeto the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises itsright of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to befraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/CIssuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding underany Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to besatisfied 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 (withoutduplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of suchdemand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in theapplicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the precedingsentence shall survive the payment in full of the Obligations and the termination of this Agreement.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 theparties hereto and their respective successors and assigns159permitted hereby, except that neither the Borrower nor any Guarantor may assign or otherwise transfer any of its rights or obligationshereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwisetransfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of thisSection, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge orassignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment ortransfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer uponany Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided insubsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the AdministrativeAgent, the L/C Issuer and the 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 andobligations under this Agreement (including all or a portion of its Commitment under any Facility and the Loans (including forpurposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that, in each case with respect toany 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 andthe Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or anApproved Fund, no minimum amount need be assigned; and(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Revolving Commitmentsand/or the Term B-2 Commitments [(which for this purpose includes Loans outstanding thereunder) ]under the applicable Facility or[,if the Commitment under such Facility is not then in effect,] the principal outstanding balance of the applicable Term Loans of theassigning Lender under [such]the applicable Facility subject to each such assignment, determined as of the date the Assignment andAssumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignmentand Assumption, as of the Trade Date, shall not be less than $5,000,000 (or, solely with respect to [the]a Term B Facility, $1,000,000),unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwiseconsents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to membersof an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an EligibleAssignee and members of its Assignee Group) will160be treated as a single assignment 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 assigningLender’s rights and 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) anEvent of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of aLender or an Approved Fund; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shallobject thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; andprovided further, that the Borrower’s consent shall not be required during the primary syndication of [the]a Term B Facility;(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required ifsuch assignment 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 anyassignment of Revolving Loans or Revolving Commitments.(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent anAssignment and Assumption, which, if such assignment relates to [the]a Term B Facility, shall include a representation by the assigneethat it is not a Disqualified Lender, together with a processing and recordation fee in the amount of $3,500; provided, however, that theAdministrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Theassignee, if it is not a Lender, shall deliver to the Administrative 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’sAffiliates or Subsidiaries except as provided in Section 10.06(h), (B) to any Defaulting Lender or any of its Subsidiaries, or any Personwho, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a naturalperson or (D) solely with respect to [the]a Term B Facility, subject to Section 10.06(g), to any Disqualified Lender.161(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lenderhereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the partiesto the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distributionthereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or othercompensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata shareof Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor herebyirrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the AdministrativeAgent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro ratashare of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing,in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicableLaw without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a DefaultingLender for all purposes of 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 theeffective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to theextent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released fromits obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rightsand obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits ofSections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment;provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender willconstitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Uponrequest, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lenderof rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreementas a sale by such Lender of a participation in such rights and 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 beingsolely for tax purposes), shall maintain and update at the Administrative Agent’s Office a copy of each Assignment and Assumptiondelivered to it (or the equivalent thereof in electronic form) 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 the Loans and L/C Obligations owing to, each Lender pursuantto the terms hereof from time to time (the162“Register”). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the AdministrativeAgent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lenderhereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shallmaintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time uponreasonable prior notice.(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the AdministrativeAgent, sell participations to any Person (other than (w) a natural person, (x) a Defaulting Lender, (y) solely in respect of [the]a Term BFacility, unless the Borrower has consented thereto, a Disqualified Lender, or (z) the Borrower or any of the Borrower’s Affiliates orSubsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all ora portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i)such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the otherparties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuershall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under thisAgreement; provided further, that the written agreement or instrument pursuant to which a Lender sells a participation in respect of[the]a Term B Facility shall include a representation by the Participant that it is not a Disqualified Lender (unless otherwise agreed bythe Borrower). For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regardto the existence of any participation.Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retainthe sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to anyamendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borroweragrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender andhad acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation requiredunder Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and hadacquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject tothe provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section and (B) shall not be entitled toreceive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired theapplicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment163results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells aparticipation agrees, at the Borrower’s request and expense, to use commercially reasonable efforts to cooperate with the Borrower toeffectuate 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 aregister on which it enters the name and address of each Participant to which that Lender has sold a participation and the principalamounts (and stated interest) of each such Participant’s interest in the Commitments, Loans, L/C Obligations or other obligations underthis Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of theParticipant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in anyCommitments, Loans, L/C Obligations or its other obligations under any Loan Document) except to the extent that such disclosure isnecessary to establish that such Commitment, Loan, L/C Obligation or other obligation is in registered form under Section 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 ofthis Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity asAdministrative Agent) shall have no responsibility 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 underthis Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secureobligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release suchLender from any of its obligations hereunder or substitute any such pledgee 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 containedherein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of Americamay, upon 30 days’ notice to the Borrower and the Revolving Lenders, resign as L/C Issuer. In the event of any such resignation asL/C Issuer, the Borrower shall be entitled to appoint from among the Revolving Lenders a successor L/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/C Issuer.If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder withrespect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respectthereto (including the right to require the Revolving Lenders to make Base Rate Revolving Loans or fund risk participations inUnreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C164Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/CIssuer, and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the timeof such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank ofAmerica with respect to such Letters of Credit.(g) Disqualified Lenders.(i) Solely in respect of [the]a Term B Facility, no assignment or, to the extent the DQ List has been posted on the Platform forall Lenders, sale of a participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade EffectiveDate”) on which the assigning Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights andobligations under this Agreement to such Person unless the Borrower has consented to such assignment or participation to such entity,as otherwise contemplated by this Section 10.06, in which case such Person will not be considered a Disqualified Lender for thepurpose of such assignment or participation. For the avoidance of doubt, with respect to any assignee or participant that becomes aDisqualified Lender after the applicable Trade Effective Date (including as a result of the delivery of an updated DQ List pursuant tothe definition of “Disqualified Lender”), (x) such assignee shall not retroactively be disqualified from being a Lender or participant and(y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in suchassignee no longer being considered a Disqualified Lender. Administrative Agent and each assignor of a Term B Loan or Term B-2Commitments hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignmentand Assumption that such assignee is not a Disqualified Lender. Any assignment with respect to [the]a Term B Facility to aDisqualified Lender in violation of this clause (g)(i) shall not be void, but the other provisions of this clause (g) shall apply.(ii) If any assignment is made in respect of [the]a Term B Facility to any Disqualified Lender without the Borrower’s priorwritten consent in violation of clause (i) above or if any Person becomes a Disqualified Lender after the applicable Trade EffectiveDate, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Lender and the AdministrativeAgent, (x) terminate any Term B-2 Commitment of such Disqualified Lender, if applicable, and repay all obligations of the Borrowerowing to such Disqualified Lender, such amount to equal the principal amount thereof plus accrued interest, accrued fees and all otheramounts (other than principal amounts) payable to it hereunder and under the other Loan Documents; provided that, such repaymentmay not be made with proceeds of the Loans provided hereunder, and/or (y) require such Disqualified Lender to assign and delegate,without recourse (in accordance with and subject to the restrictions and conditions contained in this Section 10.06), all of its interest,rights and obligations under this Agreement and the other Loan Documents to one or more Eligible Assignees that shall assume suchobligations at the lesser of (A) the principal amount thereof and165(B) the amount that such Disqualified Lender paid to acquire such interests, rights and obligations, in each case plus accrued interest,accrued fees and all other amounts (other than principal amounts) payable to it hereunder and the other Loan Documents; provided that(x) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b)(iv) and (y) suchassignment does not conflict with applicable Laws.(iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Lenders, solely in respect of[the]each Term B Facility, (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by theBorrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and theAdministrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to orfinancial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver ormodification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake anyaction (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Lender will be deemedto have consented in the same proportion as the Lenders that are not Disqualified Lenders consented to such matter, and (y) forpurposes of voting on any on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “BankruptcyPlan”), each Disqualified Lender party hereto hereby agrees (1) not to vote on such Bankruptcy Plan, (2) if such Disqualified Lenderdoes vote on such Bankruptcy Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be ingood faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code of the United States (or any similar provisionin any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted orrejected such Bankruptcy Plan in accordance with Section 1126(c) of the Bankruptcy Code of the United States (or any similarprovision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by any bankruptcy court(or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).(iv) The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to(x) post the DQ List on the Platform, including that portion of the Platform that is designated for “public side” Lenders or (y) providethe DQ List to each Lender requesting the same.(h) Assignments to the Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 or any otherprovision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would exist after giving effectthereto, each Term B Lender shall have the right at any time to sell, assign or transfer all or a portion of its applicable Term B Loans tothe Borrower on a non-pro rata basis, subject to the following limitations:166(i) Such sale, assignment or transfer shall be pursuant to either (1) one or more modified Dutch auctions conducted by theBorrower (each, an “Auction”) to repurchase all or any portion of the Term B Loans; provided that (x) notice of and the option toparticipate in the Auction shall be provided to all applicable Term B Lenders, which notice shall contain language identifying theBorrower as the purchaser, assignee or transferee, as applicable, and (y) the Auction shall be conducted pursuant to such procedures asthe Auction Manager may establish, which are consistent with this Section 10.06(h) and the Auction Procedures and are otherwisereasonably acceptable to the Borrower and the Auction Manager or (2) Permitted Open Market Purchases.(ii) The Borrower shall neither obtain nor have any rights as a Term B Lender hereunder or under the other Loan Documentsby virtue of such assignment.(iii) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(h), (x) the Borrower shall not use theproceeds of any Revolving Loan to repurchase such Term B Loans and (y) the assigning Term B Lender and the Borrower shallexecute and deliver to the Administrative Agent and, if the repurchase is made pursuant to an Auction, the Auction Manager, anAssignment and Assumption with respect to such repurchase.(iv) Following a repurchase by the Borrower pursuant to this Section 10.06(h), (1) the Term B Loans so repurchased shall,immediately and without further action by any Person, be deemed canceled and no longer outstanding (and may not be resold by theBorrower) for all purposes of this Agreement and all other Loan Documents, including, but not limited to (x) the making of, or theapplication of, any payments to the applicable Term B Lenders under this Agreement or any other Loan Document (it beingunderstood that the remaining outstanding Term B Loans not so repurchased shall continue to be subject to the amortization provisionsset forth in Section 2.06(c) or Section 2.06(d), as applicable, (y) the making of any request, demand, authorization, direction, notice,consent or waiver under this Agreement or any other Loan Document or (z) the determination of the Required Lenders or the RequiredTerm B Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document and (2) the remainingscheduled amortization payments relating to the Term B Loans so repurchased shall be ratably reduced on account of such repurchase(but, for the avoidance of doubt, any repurchase of Term B Loans by the Borrower in accordance with this Section 10.06(h) shall notresult in a reduction of the amounts payable under Section 2.06(c) or Section 2.06(d), as applicable, with respect to Term B Loansthat have not been so repurchased). In connection with any Term B Loans repurchased and canceled pursuant to this Section 10.06(h),the Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation.10.07. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/CIssuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to itsAffiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of167the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requestedby any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatoryauthority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations orby any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunderor under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or theenforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of thisSection, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations underthis Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(c) or (ii) any actual or prospective party (or itsRelated Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and itsobligations, this Agreement or payments hereunder, (g) with the consent of the Borrower, (h) on a confidential basis to (i) any ratingagency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP ServiceBureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers withrespect to the credit facilities provided hereunder, or (i) to the extent such Information (x) becomes publicly available other than as aresult of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of theirrespective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information”means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of theirrespective 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 theBorrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. AnyPerson required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with itsobligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as suchPerson would accord to its own confidential information.Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include materialnon-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance proceduresregarding the use of material non-public information and (c) it will handle such material non-public information in accordance withapplicable Law, including United States Federal and state securities 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 oftheir respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to setoff and apply any and all168deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (inwhatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of theBorrower or any other Loan Party against any and all of the obligations of the Borrower and the other Loan Parties now or hereafterexisting under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not suchLender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although suchobligations of the Borrower or Loan Parties may be contingent or unmatured or are owed to a branch or office of such Lender or theL/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that, in the event thatany Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to theAdministrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall besegregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, theL/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describingin reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rightsof each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (includingother rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees tonotify the Borrower or other relevant Loan Party and the Administrative Agent promptly after any such setoff and application,provided that the failure to give such notice shall not affect the validity of such setoff and application.10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interestpaid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted byapplicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds theMaximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to theBorrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceedsthe Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal asan 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 Obligationshereunder.10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different partieshereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute asingle contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subjectmatter hereof and supersede any and all previous agreements and understandings, oral or written,169relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have beenexecuted by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when takentogether, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of thisAgreement by facsimile or other electronic imaging means shall be effective as delivery of an original executed counterpart of thisAgreement.10.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any otherLoan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive theexecution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the AdministrativeAgent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf andnotwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of anyCredit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaidor 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 orunenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other LoanDocuments shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that theenforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, asdetermined in good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be ineffect 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 topay any additional amount to 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 a Non-Extending Lender, or (iv) any Lender has refused or failed, within a reasonable period oftime (as determined by Administrative Agent in its reasonable discretion) from first receiving a written request therefor fromAdministrative Agent, to provide its written approval of any amendment, consent or waiver in respect of any matter related to thisAgreement or the other Loan Documents requiring that all Lenders or all affected Lenders will have given written approval of suchrequested amendment, consent or waiver pursuant to Section 10.01 and in such instance Lenders sufficient to constitute RequiredLenders have already provided such written approval170pursuant to Section 10.01, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the AdministrativeAgent, require such 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 3.01and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume suchobligations (which assignee may be another Lender, if a Lender accepts such assignment), 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/CAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents(including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest andfees) 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 bemade pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;(d) such assignment does not conflict with applicable Laws;(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 applicable assignee shall have consented to the applicable amendment, waiver or consent; and(f) in the case of an assignment from a Non-Extending Lender, such assignment shall not be effective until the applicableExisting Maturity Date in accordance with Section 2.16(d).A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by suchLender or otherwise, the circumstances 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 INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLYAND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION ORPROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR INTORT171OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATEDPARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTOR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OFTHE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OFTHE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OFTHE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCHCOURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDINGMAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THATA FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAYBE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDEDBY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHTTHAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRINGANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINSTTHE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.(c) WAIVER OF VENUE. THE BORROWER AND EACH GUARANTOR IRREVOCABLY ANDUNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTIONTHAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURTREFERRED TO IN SUBSECTION (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENTFORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESSIN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECTTHE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BYAPPLICABLE LAW.10.15. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR172INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT ORTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT ORANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHERPERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THISAGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.10.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower andeach other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and otherservices regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-lengthcommercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and theAdministrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other LoanParties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) theBorrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of thetransactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Joint Lead Arranger andeach Lender is and has been acting solely as a principal and, except as expressly 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 other Loan Party or any of their respectiveAffiliates, or any other Person and (B) neither the Administrative Agent nor any Lender or Joint Lead Arranger has any obligation tothe Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby exceptthose obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint LeadArrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differfrom those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any Lenderor Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of theirrespective Affiliates. Each of the Borrower and the other Loan Parties agrees that it will not claim that any of 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.17310.17. Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,”“signature,” and words of like import in or related to any document to be signed in connection with this Agreement and thetransactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications,Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms andcontract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each ofwhich shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-basedrecordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal ElectronicSignatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similarstate laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrarythe Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expresslyagreed to by the Administrative Agent pursuant to procedures approved by it.10.18. USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (foritself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information thatidentifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allowsuch 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-money laundering rules and regulations, including the Act.10.19. Multiparty Guaranty.(a) Multiparty Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as aguaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at statedmaturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the SecuredObligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to theSecured Parties, arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any SecuredHedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs,attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof).Notwithstanding the foregoing, the liability of each Guarantor individually174with respect to this Multiparty Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render itsobligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions ofany applicable state law. The Administrative Agent’s books and records showing the amount of the Secured Obligations shall beadmissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose ofestablishing the amount of the Secured Obligations. This Multiparty Guaranty shall not be affected by the genuineness, validity,regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by theexistence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relatingto the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under thisMultiparty Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any wayrelating 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 change the time for payment or the terms of the Secured Obligations or any partthereof; (ii) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment ofthis Multiparty Guaranty or any Secured Obligations; (iii) apply such security and direct the order or manner of sale thereof as theAdministrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (iv) release or substitute one or moreof any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, eachGuarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of suchGuarantor under this Multiparty Guaranty or which, 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 theBorrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) ofthe liability of the Borrower; (ii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensomethan those of the Borrower; (iii) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (iv) any right toproceed against the Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in thepower 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 orafforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffsand counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests,notices of protest, notices of dishonor and all other notices or demands175of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Multiparty Guaranty orof the existence, creation or incurrence of new or additional Secured Obligations. Each Guarantor waives any rights and defenses thatare 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 assurety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may bebrought against each Guarantor to enforce this Multiparty Guaranty whether or not the Borrower or any other person or entity is joinedas a party.(e) Subrogation. No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similarrights with respect to any payments it makes under this Multiparty Guaranty until all of the Secured Obligations and any amountspayable under this Multiparty Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities areterminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust forthe benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations,whether matured or unmatured.(f) Termination; Reinstatement. This Multiparty Guaranty is a continuing and irrevocable guaranty of all Secured Obligationsnow or hereafter existing and shall remain in full force and effect until the Facility Termination Date (whereupon the Guarantors’obligations under this Multiparty Guaranty shall terminate, other than contingent indemnification obligations and subject to thefollowing sentences). Notwithstanding the foregoing, this Multiparty Guaranty shall continue in full force and effect or be revived, asthe case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises itsright of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof issubsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement enteredinto by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with anyproceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred andwhether or not the Secured Parties are in possession of or have released this Multiparty Guaranty and regardless of any priorrevocation, rescission, termination or reduction. The obligations of each Guarantor under this subsection shall survive termination ofthis Multiparty Guaranty.(g) Stay of Acceleration. If acceleration of the time for payment of any of the Secured Obligations is stayed, in connectionwith any case commenced by or against a Guarantor or the176Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly andseverally, 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 adequatemeans of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business andoperations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has anyduty, 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 waiving any duty on the part of the SecuredParties 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 thisAgreement and the other Loan Documents and agrees that (i) the Borrower may execute such documents on behalf of such Guarantoras the Borrower deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such documentexecuted on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lender to the Borrower shall bedeemed delivered to each Guarantor and (iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, anydocument, 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, eachGuarantor shall have contribution 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 thesecurity interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any SwapObligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other supportto each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to timeto honor all of its obligations under this Multiparty Guaranty and the other Loan Documents in respect of such Swap Obligation (but,in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECPGuarantor’s obligations and undertakings under this Section 10.19(k) voidable under applicable law relating to fraudulent conveyanceor fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under thisSection 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 ExchangeAct.17710.20. Designation as Senior Debt. All Obligations shall be “Designated Senior Indebtedness” for purposes of, and asdefined in, each of (i) that certain indenture dated as of June 12, 2009, between Equinix, as issuer, and U.S. Bank NationalAssociation, as trustee, and all supplemental indentures thereto, and (ii) any future subordinated indentures or similar instruments issuedby 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 duehereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which inaccordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency onthe Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum duefrom it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgmentin a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicableprovisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receiptby the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, theAdministrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase theAgreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sumoriginally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as aseparate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case maybe, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to theAdministrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to returnthe amount of any excess to the Borrower (or to any 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 obligationsand indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to anyobligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from suchSubordinating 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 Event of Default has occurred and iscontinuing (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 SecuredParties and the proceeds thereof shall be paid over to the Administrative Agent for the benefit of the Secured Parties on account of theSecured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under thisAgreement. Without limitation of the foregoing, so long as no Default or Event of178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 any Loan Party receives any payment of any intercompany obligations and Indebtedness at a time when such paymentis prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith overand delivered, upon written request, to the Administrative Agent.10.23. Parallel Debt (Dutch Collateral Documents). To grant the collateral security pursuant to the Collateral Documentsgoverned by Dutch law to the Administrative Agent, each Loan Party irrevocably and unconditionally undertakes (and to the extentnecessary undertakes in advance (bij voorbaat)) to pay to the Administrative Agent amounts equal to any amounts owing from time totime by such Loan Party to any Secured Party under any Loan Document as and when those amounts are due. Each Loan Party andthe Administrative Agent and the other Secured Parties acknowledge that the obligations of each Loan Party under this Section 10.23are several and are separate and independent (eigen zelfstandige verplichtingen) from, and shall not in any way limit or affect, thecorresponding 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”) belimited or affected in any way by its Corresponding Debt provided that: (a) the Parallel Debt of each Loan Party shall be decreased tothe extent that its Corresponding Debt has been irrevocably paid or (in the case of guarantee obligations) discharged; (b) theCorresponding Debt of each Loan Party shall be decreased to the extent that its Parallel Debt has been irrevocably paid or (in the caseof guarantee obligations) discharged; and (c) the amount of the Parallel Debt of each Loan Party shall at all times be equal to theamount of its Corresponding Debt. For the purpose of this Section 10.23, the Administrative Agent acts in its own name and on behalfof itself and not as agent, representative or trustee of any other Secured Party, and its claims in respect of each Parallel Debt shall notbe held in trust. The collateral security granted under the Dutch law Collateral Documents to the Administrative Agent to secure eachParallel Debt is granted to the Administrative Agent in its capacity as sole creditor of each Parallel Debt. All monies received orrecovered by the Administrative Agent pursuant to this Section 10.23, and all amounts received or recovered by the AdministrativeAgent from or by the enforcement of any collateral security granted to secure each Parallel Debt, shall be applied in accordance withSection 8.03. Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 10.23or under any other provision of the Loan Documents), each Loan Party acknowledges that: (x) nothing in this Section 10.23 shallimpose any obligation on the Administrative 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 the case may be, pursuant to other terms of this Agreement; and (y) for the purpose ofany vote taken under any Loan Document, the Administrative Agent shall not be regarded as having any participation or179commitment other than those which it has in its capacity as a Lender or L/C Issuer, as the case may be. For the avoidance 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 todo so by the Administrative Agent or the collateral security is enforced by the Administrative Agent.10.24. Waiver of Certain Notices Under the Existing Credit Agreement. Immediately prior to giving effect to thisAgreement, the Existing Administrative Agent and each Lender that is a “Lender” under and as defined in the Existing CreditAgreement hereby agree to waive the requirements set forth in (i) Sections 2.06(a) and (b) of the Existing Credit Agreement requiringthe Borrower to provide an Optional Prepayment Notice (as defined in the Existing Credit Agreement) not less than three BusinessDays prior to the date of prepayment of Eurocurrency Rate Revolving Loans or Term Loans (each as defined in the Existing CreditAgreement), 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 oftermination of the Aggregate Revolving Commitments (as defined in the Existing Credit Agreement).10.25. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender orL/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary inany Loan Document or in any other agreement, arrangement or understanding among any such parties, each party heretoacknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any LoanDocument, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAResolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilitiesarising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and(b) the effects of any Bail-In Action on any such liability, including, if applicable:(i) a reduction in full or in part or cancellation of any such liability;(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAFinancial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred onit, and that such shares or other instruments of ownership will be accepted by it in lieu of any180rights with respect to any such liability under this Agreement or any other Loan Document; or(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversionpowers of any EEA Resolution Authority.[Rest of page intentionally left blank; signature pages follow.]181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:____________________________________Name:__________________________________Title:___________________________________GUARANTORS:EQUINIX LLCBy:____________________________________Name:__________________________________Title:___________________________________ SWITCH & DATA LLCBy:____________________________________Name:__________________________________Title:___________________________________BANK OF AMERICA, N.A., as Administrative AgentBy: Name: Title: BANK OF AMERICA, N.A., as Existing Administrative AgentBy: Name: Title: BANK OF AMERICA, N.A., as a Lender and L/C IssuerBy: Name: Title: [OTHER LENDER], as a LenderBy: Name: Title: Exhibit BSchedule 2.01 (Term B-2 Commitments and Applicable Percentages)TERM B-2 COMMITMENTS1 LenderTerm B-2 Commitment (€)Applicable Percentage of Term B-2Commitments (%)Bank of America, N.A.€[●]100.000000000%Total€[●]100.000000000%_____________________________________1 To be completed by the Administrative Agent on the Term B-2 Effective Date with the same amount of the Term B-2 Commitment.Exhibit C 5.13 (Subsidiaries; Other Equity Investments)(See Attached)SCHEDULE 5.13SUBSIDIARIES; OTHERS EQUITY INVESTMENTSPart (a)EntityOwnership AMERICAS 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 LLCEquinix Professional Services, Inc.*Wholly owned by Equinix (US) Enterprises, Inc.CHI 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 LLC Equinix 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 Equinix, Inc.Equinix Do Brasil Participacoes Ltda.100% owned by Equinix South America Holdings, LLCEquinix do Brasil Soluções deTecnologia em Informática S.A.Wholly owned by Equinix Do Brasil Participacoes Ltda.Equinix do Brasil TelecomunicaçõesLtda.Wholly owned by Equinix do Brasil Soluções de Tecnologia em InformáticaS.A.EPS Enterprises, Inc.100% owned by Equinix Professional Services, Inc.EntityOwnership ASIA PACIFIC Equinix Hong Kong LtdWholly 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 LtdWholly owned by Equinix Hong Kong LtdEquinix Asia Pacific Pte LtdWholly owned by Equinix Pacific LLCEquinix Singapore Holdings Pte LtdWholly owned by Equinix Asia Pacific Pte LtdEquinix Singapore Pte LtdWholly owned by Equinix Singapore Holdings Pte LtdEquinix Information Technologies Hong Kong LimitedWholly 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 LtdEquinix (Hong Kong) Enterprises LimitedWholly owned by Equinix Hong Kong LtdEquinix (Australia) Enterprises Pty LimitedWholly owned by Equinix Australia Pty LimitedEquinix (Singapore) Enterprises Pte. Ltd.Wholly owned by Equinix Singapore Pte. Ltd.Equinix (China) Investment Co., Ltd.Wholly owned by Equinix Hong Kong LtdEJAE2 G.K.95% owned by Equinix (Japan) Enterprises K.K.5% owned by Equinix Pacific LLCQAON G.K.Wholly owned by EJAE2 G.K.Bit-Isle Equinix, Inc.98.207 by Equinix Japan K.K.1.793% owned by Equinix Pacific LLCBit-Surf Inc.Wholly owned by Bit-Isle Equinix, Inc.siteROCK K.K.Wholly owned by Bit-Isle Equinix, Inc.Equinix Asia Pacific Holdings Pte. Ltd.Wholly owned by Equinix Pacific LLC EMEA 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 Group LtdWholly owned by Equinix (EMEA) Holdings B.V.Equinix (UK) LtdWholly owned by Equinix (EMEA) Holdings B.V.Equinix (UK) Enterprises LtdWholly owned by Equinix (UK) LtdEquinix (Services) LtdWholly owned by Equinix (EMEA) Holdings B.V.Equinix (Netherlands) Holdings BVWholly owned by Equinix (EMEA) Holdings B.V.EntityOwnershipEquinix (London) LTD.Wholly owned by Equinix (Netherlands) Holdings BVEquinix Middle East FZ-LLCWholly owned by Equinix (Netherlands) Holdings BVEquinix (Real Estate) B.V.Wholly owned by Equinix (Netherlands) Holdings BVEquinix Netherlands BVWholly owned by Equinix (Netherlands) Holdings BVEquinix (Netherlands) Enterprises BVWholly owned by Equinix Netherlands BVVirtu Secure Webservices B.V.Wholly owned by Equinix Netherlands BVEquinix (Real Estate) GmbH94% owned by Equinix (Netherlands) Holdings BV6% owned by Equinix, Inc.Upminster GmbH94% owned by Equinix (Netherlands) Holdings BV6% owned by Equinix, Inc.Equinix (Germany) GmbHWholly owned by Upminster GmbHancotel HK LtdWholly owned by Equinix (Germany) GmbHancotel UK LtdWholly owned by Equinix (Germany) GmbHEquinix (Germany) Enterprises GmbHWholly owned by Equinix (Germany) GmbHEquinix (Switzerland) GmbHWholly owned by Equinix (Netherlands) Holdings BVEquinix (Switzerland) Enterprises GmbHWholly owned by Equinix (Switzerland) GmbHEquinix (France) SASWholly owned by Equinix Equinix (EMEA) Holdings B.V.Equinix (France) Enterprises SASWholly owned by Equinix (France) SASEquinix (Real Estate) Holdings SCWholly owned by Equinix (France) SASEquinix (Real Estate) SCIWholly owned by (Real Estate) Holdings SCTelecityGroup France SAWholly owned by Equinix (France) SASEquinix Italia S.r.l.Wholly owned by Equinix (EMEA) Holdings B.V.Equinix Corporation LtdWholly owned by Equinix (EMEA) Holdings B.V.Equinix Investments LtdWholly owned by Equinix Corporation LtdInterconnect Exchange Europe SLWholly owned by Equinix Investments LtdEquinix (EMEA) Acquisition Enterprises B.V.Wholly owned by EQIX (Global Holdings) C.V.Equinix (UK) Acquisition Enterprises LimitedWholly owned by Equinix (EMEA) Acquisition Enterprises B.V.Equinix (EMEA) Holdings B.V.Wholly owned by Equinix (Luxembourg) Investments S.a.r.l.Equinix (Spain), S.L.Wholly owned by Equinix (Netherlands) Holdings B.V.Equinix (Ireland) Holdings LTDWholly owned by Equinix (Netherlands) Holdings B.V.Equinix (Ireland) LTDWholly owned by Equinix (Ireland) Holdings LTDEquinix (Ireland) Enterprises LTDWholly owned by Equinix (Ireland) LTDEquinix (Sweden) ABWholly owned by Equinix (EMEA) B.V.Equinix (Sweden) Enterprises ABWholly owned by (Sweden) ABTelecity Group LimitedEquinix (UK) Acquisition Enterprises LimitedTelecityGroup Investments Ltd.Wholly owned by Telecity Group LimitedTelecityGroup International Ltd.Wholly owned by TelecityGroup Investments Ltd.Equinix Turkey Internet Hizmetleri Anonim SirketWholly owned by TelecityGroup International Ltd.EntityOwnershipEquinix Turkey Enterprises Ýnternet HizmetleriAnonim SirketiWholly owned by Equinix Turkey Internet Hizmetleri Anonim SirketEquinix (Poland) Sp. Z o.o.Wholly owned by TelecityGroup International Ltd.TelecityGroup UK Ltd.Wholly owned by TelecityGroup International Ltd.Equinix (Bulgaria) Data Centers EADWholly owned by TelecityGroup International Ltd.TelecityGroup Holdings Ltd.Wholly owned by TelecityGroup International Ltd.Equinix (Finland) OyWholly owned by TelecityGroup Holdings Ltd.TelecityGroup Italia SpAWholly owned by TelecityGroup Holdings Ltd.TelecityGroup Spain S.A.Wholly owned by TelecityGroup Holdings Ltd.Telecity UK Ltd.Wholly owned by TelecityGroup Holdings Ltd.TelecityGroup Germany GmbHWholly owned by Telecity UK Ltd.Newincco 992 LtdWholly owned by TelecityGroup Investments Ltd.Internet Facilitators Holdings Ltd.Wholly owned by TelecityGroup Investments Ltd.Internet Facilitators Ltd.Wholly owned by Internet Facilitators Holdings Ltd.TelecityGroup Europe (1) Cooperatief W.AWholly owned by TelecityGroup Investments Ltd.TelecityGroup Europe (2) B.V.Wholly owned by TelecityGroup Europe (1) Cooperatief W.A*Denotes Domestic SubsidiaryPart (b)Moran Road Partners, LLC is 25% owned by Equinix LLC.Open Hub Med Società Consortile a responsabilità limitata is 12.5% owned by TelecityGroup Italia SpAExhibit DExhibit C-6 – Form of Term B-2 Note(See Attached)EXHIBIT C-6FORM OF Term B-2 Note€[______________][____________], 20__FOR VALUE RECEIVED, the undersigned ( the “Borrower”), hereby promises to pay to _____________________ orregistered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount ofthe Term B-2 Loan made by the Lender to the Borrower in Euro under that certain Credit Agreement, dated as of December 17, 2014(as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms definedtherein being used herein as therein defined), among the Borrower, the Guarantors from time to time party thereto, the Lenders andother 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 B-2 Loan made by the Lender from the dateof such Term B-2 Loan 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 interest shall be made to the Administrative Agent for the account of the Lender in Euro in immediatelyavailable funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shallbear interest, 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 annum rate set forth in the Agreement.This Term B-2 Note is one of the Term B-2 Notes referred to in the Agreement, is entitled to the benefits thereof and may beprepaid in whole or in part subject to the terms and conditions provided therein. This Term B-2 Note is also entitled to the benefits ofthe Multiparty Guaranty and the Collateral Documents. Upon the occurrence and continuation of one or more of the Events of Defaultspecified in the Agreement (and subject to the terms of Section 8.01(b) of the Agreement), all amounts then remaining unpaid on thisTerm B-2 Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term B-2Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary courseof business. The Lender may also attach schedules to this Term B-2 Note and endorse thereon the date, amount and maturity of itsTerm B-2 Loan and payments with respect thereto.The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice ofprotest, demand, dishonor and non-payment of this Term B-2 Note.[Signatures follow]THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK.EQUINIX, INC.By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETODateType of Loan MadeAmount of LoanMadeEnd of InterestPeriodAmount of Principalor Interest PaidThis DateOutstandingPrincipal BalanceThis DateNotation Made By Exhibit EExhibit D – Form of Compliance Certificate(See Attached)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 otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein astherein defined), among Equinix, Inc., as borrower (the “Borrower” or “Equinix”), the Guarantors from time to time party thereto, theLenders from time to time party thereto, the L/C Issuer, and Bank of America, N.A., as Administrative Agent. Capitalized terms usedand 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 to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, andthat:[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 thefiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified publicaccountant 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 fiscalquarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results ofoperations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subjectonly 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 madeunder his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during theaccounting period covered by such financial statements.3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of theundersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligationsunder the Loan Documents, and[select one:][to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant andcondition of the Loan Documents 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 orobserved and the following 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 containedin Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnishedat any time under or in connection with the 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 qualified by the inclusion of a materiality standard, which representations andwarranties 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, and except that for purposes of thisCompliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shallbe deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of theAgreement, 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 specificexceptions] ]5. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as ofthe date of this Compliance Certificate.6. The total amount of Net Loan Party Accounts Receivable as of _______________, 20___ (the “A/R Measurement Date”)is $__________________. Such amount constitutes at least 90% of all net accounts receivable of Equinix and its DomesticSubsidiaries (after intercompany eliminations and excluding Real Property Lease Accounts)[, except for accounts receivable owned by[_________], which is a Person constituting a Material Domestic Subsidiary solely a result of it having been acquired through anAcquisition occurring after the Closing Date but no earlier than nine months prior to the A/R Measurement Date.] 1. The Loan Partiesare 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 isas follows: (a) for Equinix, $_________________, (b) for OpCo, $_______________, (c) for Switch & Data LLC,$_________________, (d) for Equinix (US) Enterprises, Inc. $_________________, [and (e) for [other Loan Party],$________________, etc.]. The following Persons are Material Domestic Subsidiaries:______________________________.8. Since the Closing Date, no Loan Party has changed its legal name, jurisdiction of organization, organization type,organizational identification number, taxpayer identification number, principal place of business or chief executive office[, except aspreviously disclosed to (and, if applicable, as authorized by) the Administrative Agent in writing on _____________ pursuant to theLoan Documents].9. Attached hereto are the following updated Schedules to the Pledge and Security Agreement (if applicable) (capitalizedterms used in this Section 9 and not otherwise defined in the Agreement have the meanings set forth in the Pledge and SecurityAgreement):•Instruments included in the Collateral with an outstanding or stated amount, individually, in excess of $1,000,000 or, inthe aggregate, in excess of $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 orin the aggregate in excess of $10,000,000?Yes ___ (include updated Schedule V)No ___•New or additional certificates or instruments representing Pledged Equity (i.e., Equity Interests issued by theGuarantors, any other Pledged Domestic Subsidiaries or the Pledged Foreign Subsidiaries (including any ForeignSubsidiary Holdcos))?Yes ___ (include updated Schedule I or II, as applicable)No _________________________________1 Include bracketed text, if necessary.•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, asaccount debtor, owes (as of the last day of the fiscal quarter covered by this Compliance Certificate) a monetaryobligation to any Loan Party under any Accounts constituting Material Accounts (i.e., 5% of net domestic accountsreceivable of the Loan Parties (after intercompany eliminations and excluding Real Property 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 electronicmail 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 inaccordance with GAAP, consistently applied from one period to the next. In the event of a conflict between the Agreement and thisSchedule, the terms of the Agreement shall govern.A. Section 7.11(a) - CONSOLIDATED FIXED CHARGE COVERAGE RATIOA.1.Consolidated Net Income (previous 2 fiscal quarters ending on Statement Date)2 $_____________A.2.Equinix’s consolidated interest expense (previous 2 fiscal quarters ending on Statement Date; to theextent deducted in calculating Line A.1)$_____________A.3.Equinix’s consolidated income tax expense (previous 2 fiscal quarters ending on Statement Date; tothe extent deducted in calculating Line A.1)$_____________A.4.Equinix’s consolidated depreciation expense (previous 2 fiscal quarters ending on Statement Date; tothe extent deducted in calculating Line A.1)$_____________A.5.Equinix’s consolidated amortization expense (previous 2 fiscal quarters ending on Statement Date;to the extent deducted in calculating Line A.1)$_____________A.6.Equinix’s consolidated non-cash stock based compensation expense (previous 2 fiscal quartersending on Statement Date; to the extent deducted in calculating Line A.1)$_____________A.7.Consolidated EBITDA (the sum of Lines A.1 through A.6, multiplied by 2)3 $_____________A.8.Equinix’s consolidated rent expense (previous 2 fiscal quarters ending on Statement Date; to theextent deducted in calculating Line A.1)$_____________A.9Consolidated EBITDAR (the sum of (i) the sum of Lines A.1 through A.6 plus (ii) Line A.8multiplied by 2)$_____________A.10.Equinix’s consolidated current maturity of long-term debt for next 12 months (but excluding (i) anyConvertible Subordinated Notes, (ii) the current portion of the Revolving Facility, (iii) the finalinstallment of the Term Loans, (iv) the 4.875% Senior Notes Due 2020, (v) the 5.375% Senior NotesDue 2022, (vi) the 5.375% Senior Notes Due 2023, (vii) the 5.750% Senior Notes Due 2025 and (viii)the 5.875% Senior Notes Due 2026)$_____________A.11.Equinix’s consolidated principal portion of the current maturity of Capital Lease obligations for next12 months$_____________A.12.Line A.2 multiplied by 2 (consolidated interest expense, annualized)$_____________A.13.Line A.8 multiplied by 2 (consolidated rent expense, annualized)$_____________A.14.Consolidated Fixed Charges (sum of Lines A.10 through A.13)$_____________A.15.Consolidated Fixed Charge Coverage Ratio (Line A.9 divided by Line A.14)_____ : 1.00______________________________2 FOOTNOTE REGARDING CERTAIN EXPENSE ITEMS: For purposes of calculating Consolidated EBITDA, 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 unamortized transaction costs, fees, original issue or underwriting discounts andexpenses as a result of the redemption, refinancing, refunding, prepayment or exchange of, or modification to the terms of, any Indebtedness, to the extent notprohibited by the Agreement) not to exceed $150,000,000 in the aggregate in any fiscal year of Equinix, (b) one-time costs, fees, original issue orunderwriting discounts, premiums, expenses, charges and losses incurred in connection with any actual or proposed (1) issuance of Indebtedness or EquitySecurities, (2) redemptions, refinancings, refundings, prepayments or exchanges of, or modifications to the terms of, any Indebtedness, (3) restructurings of ormodifications 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 and the entryby 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, (d) any net loss from disposed, abandoned or discontinued operations or product lines but only to the extentsuch losses do not exceed five percent (5%) of Consolidated EBITDA (calculated before giving effect to this clause (d)) in the aggregate for the MeasurementPeriod and (e) costs and expenses of Equinix and its Subsidiaries associated with the REIT Conversion (including, without limitation, planning and advisorycosts related to the foregoing) but only to the extent such costs and expenses do not exceed $200,000,000 in the aggregate. Attached as Schedule 1-A heretois a detailed calculation of such Consolidated Net Income showing an accounting of the foregoing expense items (described in clauses (a) through (e),inclusive), if any, as part of such Consolidated Net Income amount.3 FOOTNOTE REGARDING PERMITTED ACQUISITIONS: For purposes of calculating Consolidated EBITDA or Consolidated EBITDAR, asapplicable, for any period in which a Permitted Acquisition has been consummated, Consolidated EBITDA or Consolidated EBITDAR, as applicable, shallbe adjusted to include, without duplication, (a) the historical EBITDA or EBITDAR, as applicable, of the Person acquired in such Permitted Acquisition forthe applicable Measurement Period on a pro forma basis as if such Permitted Acquisition had been consummated on the first day of the applicableMeasurement Period, as the EBITDA or EBITDAR, as applicable, of such acquired Person is reflected in its historical audited financial statements for the mostrecently ended fiscal year, and management prepared unaudited statements for any periods following the end of such fiscal year, and (b) expected costsavings (without duplication of actual cost savings or other charges or expenses that are otherwise added back in calculating Consolidated EBITDA orConsolidated EBITDAR, as applicable) and synergies to the extent (x) such cost savings and synergies would be permitted to be reflected in pro formafinancial information complying with the requirements of GAAP and Article 11 of Regulation S-X under the Securities Act of 1933, or (y) such cost savingsor synergies 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 (b) shall not exceed fifteen percent (15%) ofConsolidated EBITDA or Consolidated EBITDAR, as applicable (calculated before giving effect to this clause (b)) in the aggregate for the MeasurementPeriod. In the event that there are only unaudited financial statements or no financial statements available for such acquired Person, then the pro formaadjustments described in clause (a) above shall be made based on such unaudited financial statements or reasonable estimates as may be agreed between theBorrower and the Administrative Agent. [If applicable: Attached as Schedule 1-B hereto is additional detail regarding [the pro forma adjustments underclause (a) above] [,] [and] [the cost savings or synergies under clause (b)(x) above, together with a certificate of a Responsible Officer certifying that such costsavings and synergies meet the requirements set forth in such clause] [and] [the cost savings or synergies under clause (b)(y) above, together with a certificateof a Responsible Officer certifying that such cost savings and synergies meet the requirements set forth in such clause] to Consolidated EBITDA orConsolidated EBITDAR, as applicable, in connection with the following Permitted Acquisition: __________________________________________,which was consummated on _______________.]B. Section 7.11(b) and “Applicable Margin” - CONSOLIDATED NET LEASE ADJUSTED LEVERAGE RATIOB.1.Consolidated Funded Indebtedness at Statement Date4$_____________B.2.Line A.13 (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 Section7.01 of the Agreement) and unrestricted cash, cash equivalents, freely tradable and liquid short term-investments, and freely tradable and liquid long-term investments of Equinix and its Subsidiaries atStatement Date$_____________B.5.Consolidated Net Lease Adjusted Indebtedness at Statement Date (Line B.1 plus Line B.3, thenminus Line B.4)$_____________B.6.Consolidated EBITDAR (Line A.9)$_____________B.7.Consolidated Net Lease Adjusted Leverage Ratio (Line B.5 divided by Line B.6)_____ : 1.00______________________________4 FOOTNOTE REGARDING REDEMPTION OF CERTAIN DEBT SECURITIES: “Consolidated Funded Indebtedness” shall not include, as of any dateof determination, the outstanding principal amount of any debt securities issued by Equinix to the extent that (i) as of such date, Equinix shall have delivered(or the indenture trustee under the applicable indenture shall have delivered on Equinix’s behalf) to the holders of such debt securities an irrevocable noticeof redemption with respect to all of such debt securities and shall have deposited funds with the indenture trustee or into an escrow account in an amountrequired to effect such redemption, unless any portion of such debt securities shall not in fact be redeemed within 35 days of such notice of redemption anddeposit of funds or (ii) the proceeds of such debt securities are held by the trustee of the related indenture and have not been released to Equinix or aredeposited into an escrow account pending the closing of an acquisition or the redemption of other debt securities solely until such proceeds are released, itbeing understood that any such proceeds shall not be included in the calculation of clause (iii) of the definition of Consolidated Net Lease AdjustedIndebtedness.To be completed solely in connection with an increase in Commitments in accordance with Section 2.13(e)(i)(C) of the CreditAgreementC. Section 2.13(e) - CONSOLIDATED SENIOR SECURED LEVERAGE RATIOC.1.Consolidated Funded Indebtedness that is secured by a Lien (including, without limitation, theObligations and Attributable Indebtedness in respect of Capital Leases) at Statement Date$_____________C.2.Consolidated EBITDA (Line A.7)$_____________C.3.Consolidated Senior Secured Leverage Ratio (Line C.1 divided by Line C.2)_____ : 1.00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 synergies meetthe requirements in clause (b)(x) or clause (b)(y), as applicable, in the definition of Consolidated EBITDAR or Consolidated EBITDA, as applicable.Exhibit 12.1EQUINIX, INC.Computation of Ratio of Earnings to Fixed Charges(in thousands, except ratio data) Years ended December 31, 2012 2013 2014 2015 2016 Earnings: Income from continuing operations beforeincome taxes$188,622 $112,279 $84,733 $210,998 $159,859 Fixed charges: Interest expense200,328 248,792 270,553 299,055 392,156 Amortization of capitalized interest3,851 4,858 5,536 6,277 6,840 Interest factor on operating leases34,001 33,811 31,617 30,464 42,181 Subtotal$238,180 $287,461 $307,706 $335,796 $441,177 Total earnings$426,802 $399,740 $392,439 $546,794 $601,036 Fixed charges: Interest expense200,328 248,792 270,553 299,055 392,156 Capitalized interest30,643 10,608 19,004 10,943 13,338 Interest factor operating leases34,001 33,811 31,617 30,464 42,181 Total fixed charges$264,972 $293,211 $321,174 $340,462 $447,675 Ratio of earnings to fixed charges1.6x1.4x1.2x1.6x1.3xExhibit 21.1Subsidiaries of Equinix, Inc.NameJurisdictionEquinix LLCDelaware, U.S.Equinix (US) Enterprises, Inc.Delaware, U.S.Equinix Professional Services, Inc.Delaware, U.S.Equinix South America Holdings, LLCDelaware, U.S.Equinix RP II LLCDelaware, U.S.CHI 3, LLCDelaware, U.S.Equinix (EMEA) Management, Inc.Delaware, U.S.SV1, LLCDelaware, U.S.LA4, LLCDelaware, U.S.NY2 Hartz Way LLCDelaware, U.S.Equinix Pacific LLCDelaware, U.S.CHI 3 Procurement, LLCIllinois, U.S.Equinix Asia Pacific Pte LtdSingaporeEquinix Singapore Holdings Pte LtdSingaporeEquinix Singapore Pte LtdSingaporeEquinix (Singapore) Enterprises Pte. Ltd.SingaporeEquinix Asia Pacific Holdings Pte. Ltd.SingaporeEquinix (Japan) Enterprises K.K.JapanEJAE2 G.K.JapanQAON G.KJapanEquinix Japan KK (in Kanji)JapanBit-Isle Equinix, Inc.JapanBit-Surf Inc.JapansiteRock K.K.JapanEquinix Australia Pty LimitedAustraliaEquinix (Australia) Enterprises Pty LimitedAustraliaEquinix Hong Kong LimitedHong KongEquinix (Hong Kong) Enterprises LimitedHong KongEquinix Information Technologies Hong Kong LimitedHong KongEquinix Information Technology (Shanghai) Co Ltd.People’s Republic of ChinaEquinix YP Information Technology (Shanghai) Co Ltd.People’s Republic of ChinaEquinix (China) Investment Co., Ltd.ChinaEquinix Group LimitedUnited KingdomEquinix (UK) LimitedUnited KingdomEquinix (Services) LimitedUnited KingdomEquinix Corporation LimitedUnited KingdomEquinix Investments LimitedUnited KingdomEquinix (London) LimitedUnited KingdomEquinix (UK) Enterprises LtdUnited KingdomEquinix (Real Estate) GmbHGermanyEquinix (Germany) GmbHGermanyUpminster GmbHGermanyEquinix (Germany) Enterprises GmbHGermanyEquinix (France) SASFranceEquinix (France) Enterprises SASFranceInterconnect Exchange Europe SLSpainEquinix (Switzerland) GmbHSwitzerlandEquinix (Switzerland) Enterprises GmbHSwitzerlandEquinix (Netherlands) Holdings BVThe NetherlandsEQIX (Global Holdings) C.V.The NetherlandsEquinix (EMEA) B.V.The NetherlandsEquinix (EMEA) Acquisition Enterprises B.V.The NetherlandsEquinix (UK) Acquisition Enterprises LimitedUnited KingdomEquinix (Netherlands) B.V.The NetherlandsVirtu Secure Web Services B.V.The NetherlandsEquinix (Real Estate) B.V.The NetherlandsEquinix (Spain), S.L.SpainEquinix (Netherlands) Enterprises B.V.The NetherlandsEquinix (Luxembourg) Holdings S.à r.l.LuxembourgEquinix (Luxembourg) Investments S.à r.l.LuxembourgEquinix (EMEA) Holdings B.V.The NetherlandsEquinix Middle East FZ-LLCUnited Arab EmiratesEquinix Italia S.r.LItalyancotel UK LtdUnited Kingdomancotel Hong Kong LimitedHong KongEquinix do Brasil Soluções de Tecnologia em Informática S.A.BrazilEquinix do Brasil Telecomunicações Ltda.BrazilEquinix Do Brasil Participacoes Ltda.BrazilMoran Road Partners, LLCDelaware, U.S.Switch & Data LLCDelaware, U.S.Switch & Data Facilities Company LLCDelaware, U.S.Switch and Data Operating Company LLCDelaware, U.S.Equinix Canada Ltd.CanadaEquinix (Canada) Enterprises Ltd.CanadaSwitch and Data CA Nine LLCDelaware, U.S.Switch & Data MA One LLCDelaware, U.S.Switch And Data NJ Two LLCDelaware, U.S.Switch & Data/NY Facilities Company, LLCDelaware, U.S.Switch and Data VA Four LLCDelaware, U.S.Switch & Data WA One LLCDelaware, U.S.EPS Enterprises, Inc.Delaware, U.S.Telecity Group LimitedUnited KingdomTelecityGroup Investments Ltd.United KingdomTelecityGroup International Ltd.United KingdomNewincco 992 Ltd.United KingdomInternet Facilitators Holdings Ltd.United KingdomTelecityGroup Europe (1) Cooperatief W.A.The NetherlandsEquinix Turkey Enterprises Internet Hixmetleri Anonim SirketiTurkeyEquinix (Poland) Sp. Z.o.o.PolandTelecityGroup UK Ltd.United KingdomEquinix (Bulgaria) Data Centers EADBulgariaTelecityGroup Holdings Ltd.United KingdomInternet Facilitators Ltd.United KingdomTelecityGroup Europe (2) B.V.The NetherlandsEquinix Turkey Internet Hizmetleri Anonim SirketiTurkeyEquinix (Finland) OYFinlandV-Media OyFinlandTelecityGroup Italia SpA.ItalyTelecityGroup France SAFranceEquinix (Sweden) ABSwedenTelecityGroup Spain S.A.SpainEquinix (Ireland) Holdings LTDIrelandTelecity UK Ltd.United KingdomOpen Hub Med Societa Consortile a responsabilita limitataItalyEquinix (Ireland) LTDIrelandTelecityGroup Germany GmbHGermanyEquinix (Ireland) Enterprises LTDIrelandEquinix (Real Estate) Holdings SCFranceEquinix (Real Estate) SCIFranceEquinix Sweden Enterprises ABSwedenExhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S‑3 (No. 333-200294) and Form S-8 (No. 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) of our report dated February 27, 2017 relating to the financial statements, financialstatement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K./s/ PricewaterhouseCoopers LLPSan Jose, CaliforniaFebruary 27, 2017Exhibit 31.1CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, 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 thefinancial condition, 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 inExchange Act 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 theregistrant and 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 of thedisclosure 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: February 27, 2017/s/ Stephen M. SmithStephen M. SmithChief Executive Officer and PresidentExhibit 31.2CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, 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 thefinancial condition, 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 inExchange Act 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 theregistrant and 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 of thedisclosure 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: February 27, 2017/s/ Keith D. TaylorKeith D. TaylorChief Financial OfficerExhibit 32.1CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31,2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen M. Smith, Chief ExecutiveOfficer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Actof 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 ofthe Company. /s/ Stephen M. SmithStephen M. Smith Chief Executive Officer and PresidentFebruary 27, 2017GDSVF&H\#454195v1 Exhibit 32.2CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Equinix, Inc. (the “Company”) on Form 10-K for the period ending December 31,2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith D. Taylor, Chief FinancialOfficer 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 ofthe Company. /s/ Keith D. TaylorKeith D. Taylor Chief Financial Officer February 27, 2017GDSVF&H\#454347v1 

Continue reading text version or see original annual report in PDF format above