Exhibit 10.43

FACILITY AGREEMENT

dated March 10, 2010

among

EQUINIX AUSTRALIA PTY LTD.

EQUINIX HONG KONG LIMITED

EQUINIX SINGAPORE PTE. LTD.

EQUINIX PACIFIC PTE. LTD.

EQUINIX JAPAN K.K.

as Borrowers

DBS BANK LTD.

ING BANK N.V., SINGAPORE BRANCH

THE ROYAL BANK OF SCOTLAND N.V.

GE COMMERCIAL FINANCE (HONG KONG) LTD.

as Joint Mandated Lead Arrangers and as Joint Mandated Bookrunners

THE ORIGINAL LENDERS AS SPECIFIED HEREIN

and

THE ROYAL BANK OF SCOTLAND N.V.

as Facility Agent

9/F, Central Tower

28 Queen’s Road Central

Hong Kong

CONTENTS

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THIS AGREEMENT is dated March 10, 2010 and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“Accession Letter” means a document substantially in the form set out in Schedule 2 (Form of Obligor Accession Letter) to the Intercreditor Agreement.

“Administrative Borrower” means Equinix Singapore.

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“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreed Conversion and Aggregation Method” means the method of aggregating the financial results of the Primary Obligors for the purposes of preparing the financial statements pursuant to Clause 19.1(d) (Financial Statements).

“Agreed Security Principles” means the principles set out in Schedule 21 (Agreed Security Principles).

“Annualized Leverage Ratio” means, at any date of determination, the ratio of (a) the aggregate of Consolidated Indebtedness of the Primary Obligors on such date calculated in accordance with the Agreed Conversion and Aggregation Method to (b) the sum of the Consolidated EBITDA of the Primary Obligors calculated in accordance with the Agreed Conversion and Aggregation Method for the six-month period ending on such date multiplied by two (2).

“Applicable Benchmark Rate” means BBSY, HIBOR, SOR or TIBOR, as the case may be, on the relevant Quotation Day.

“Applicable Margin” means the applicable percentage per annum as determined in accordance with Clause 9.1 (Calculation of Applicable Margin).

“Approved Currency” means, with respect to (i) the Australian Dollar Borrower, Australian Dollars (ii) the HK Dollar Borrower, HK Dollars, (iii) the Singapore Dollar Borrowers, Singapore Dollars and (iv) the Yen Borrower, Yen.

“Approved Currency Equivalent” means at any time as to any amount denominated in US Dollars, the equivalent amount in an Approved Currency calculated by the Facility Agent at such time using the Exchange Rate in effect on the Business Day (in the jurisdiction relevant to the Approved Currency) of determination.

“Asia-Pacific Group” means the Guarantor, its Subsidiaries in an Asia-Pacific Jurisdiction from time to time, and any Holding Company of a Primary Obligor.

“Asia-Pacific Group Structure Chart” means the group structure chart of the Asia-Pacific Group set out in Schedule 17 (Asia-Pacific Group Structure Chart).

“Asia-Pacific Jurisdiction” means any of Australia, Brunei, Cambodia, Hong Kong, India, Indonesia, Japan, Macau, Malaysia, Mongolia, New Zealand, People’s Republic of China, Philippines, Singapore, South Korea, Taiwan, Thailand or Vietnam.

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“Assignment Agreement” means an agreement substantially in the form set out in Schedule 9 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Australian Dollars” or “AUD” means the lawful currency of Australia.

“Australian Dollar Borrower” means, in its capacity as the borrower of Australian Dollar Loans, Equinix Australia.

“Australian Dollar Lender” means each financial institution listed on Schedule 1 (List of Australian Dollar Lenders) (as amended from time to time), as well as any financial institution that has become an “Australian Dollar Lender” hereto, by the execution of an assignment or transfer to an Eligible Assignee in accordance with Clause 23 (Changes to the Lenders), other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an assignment or transfer. For the purposes of this Agreement, “Lender” includes each Australian Dollar Lender unless the context otherwise requires.

“Australian Dollar Loans” means the Tranche A Loans or Tranche B Loans made by the Australian Dollar Lenders to the Australian Dollar Borrower pursuant to the terms hereof.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

“Available Commitment” means with respect to each Lender, in relation to any Approved Currency under a Facility, the Commitment of such Lender under such Approved Currency, if any, under such Facility minus:

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“Available Facility” means, with respect to an Approved Currency under a Facility, the aggregate for the time being of each Lender’s Available Commitment under such Approved Currency and Facility.

“BBSY” means, with respect to any Australian Dollar Loan for any Interest Period, the rate per annum for deposits in Australian Dollars for a period equal to or that most closely approximates the duration of such Interest Period which appears on Reuters screen BBSY (or such other page(s) as may replace that page as determined by the Facility Agent in consultation with the Administrative Borrower) as of 10:15 a.m., Sydney time on the relevant Quotation Day; provided that if such rate does not appear on that page, “BBSY” shall mean the rate expressed as a percentage to be the arithmetic mean (rounded upwards, if necessary, to the nearest four decimal places) as supplied to the Facility Agent at its request quoted by at least two Reference Banks that are leading banks as the rate at which it is offered deposits in Australian Dollars and for the required period in the Australian interbank market at or about 11:00 a.m., Sydney time.

“Break Costs” means the amount (if any) by which:

“Business Acquisition” by a Primary Obligor means:

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“Business Day” means any day other than a Saturday, Sunday or other day on which banks in Sydney, Hong Kong, Singapore or Tokyo are authorized or required by law to close, except that in relation to any day on which a payment is to be made under the Finance Documents by a Primary Obligor, “Business Day” shall mean a day other than a Saturday, Sunday or other day on which banks in the place where payment is to be made are authorized or required by law to close.

“Business Plan” means the business plan of the Primary Obligors (including details as to the proposed Capital Expenditure to be financed with the proceeds of the Tranche B Facility) in the form agreed between the JMLAs and the Administrative Borrower and delivered pursuant to Clause 4.1 (Initial Conditions Precedent).

“Capital Expenditure” means any expenditure or obligation (other than expenditure or obligations which are Business Acquisitions) in respect of expenditure which, in accordance with GAAP, is treated as capital expenditure.

“Casualty Event” means, with respect to a Primary Obligor, any involuntary loss of, damage to or destruction of, or any condemnation or other taking by any person of, an Internet Business Exchange of such Primary Obligor where such damage, destruction, condemnation or taking results, individually or in aggregate with any other such event affecting such Primary Obligor, in a loss of twenty per cent. (20%) or more of the Net Fixed Assets in any financial year of such Primary Obligor at the time of such event (provided that any proceeds received in respect of any such event, and applied to replace or repair the affected assets or property in accordance with Clause 7.3 (Insurance Proceeds) in the same financial year, shall not be included in such loss calculation). “Casualty Event” shall include, but not be limited to, any taking of all or any part of an Internet Business Exchange of such Primary Obligor, in or by condemnation or other eminent domain proceedings required by law, or by reason of the temporary requisition of the use or occupancy of such Internet Business Exchange of such Primary Obligor by any person, civil or military where such condemnation, taking or eminent domain proceeding results, individually or in aggregate with any other such event affecting such Primary Obligor, in a loss of twenty per cent. (20%) or more of the Net Fixed Assets in any financial year of such Primary Obligor at the time of such event (provided that any proceeds received in respect of any such event, and applied to replace or repair the affected assets or property in accordance with Clause 7.3 (Insurance Proceeds) in the same financial year, shall not be included in such loss calculation).

“Change of Control” means any person or group of persons (other than, directly or indirectly, the Guarantor) acting in concert gaining direct or indirect control of another person. For the purposes of this definition:

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“Closing Date” means the date of the Utilisation of the Tranche A Facility.

“Commitment” means the Tranche A Commitment and /or the Tranche B Commitment, as the context requires.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 10 (Form of Compliance Certificate).

“Confidential Information” means all information relating to any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

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in whatever form, and includes information given orally and any document, electronic file, electronic communication or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a form as set out in Schedule 12 (Form of Confidentiality Undertaking) or in any other form agreed between the Administrative Borrower and the Facility Agent.

“Consolidated EBITDA” has the meaning given to it in Clause 20.1 (Definitions).

“Consolidated Indebtedness” has the meaning given to it in Clause 20.1 (Definitions).

“Consolidated Interest Expense” has the meaning given to it in Clause 20.1 (Definitions).

“Debt Purchase Transaction” means in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

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“Disposal” means a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distribution” means any:

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“Eligible Assignee” means (a) any Lender, (b) an Affiliate of any Lender, and (c) another bank or financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets; provided that an “Eligible Assignee” shall not include the Guarantor, any Primary Obligors or any of their Affiliates.

“Embargoed Jurisdiction” means a jurisdiction to which restrictions apply under US Federal law (including without limitation, regulations administered by the Bureau of Industry and Security of the US Department of Commerce, the Directorate of Defense Trade Control of the US Department of State, and the Office of Foreign Assets Control of the US Department of Treasury).

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law in any jurisdiction in which any Primary Obligor conducts business which relates to:

“Environmental Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Primary Obligor conducted on or from the properties owned or used by any Primary Obligor.

“Equinix Asia Pacific” means Equinix Asia Pacific Pte. Ltd., a company organised under the laws of Singapore with company registration number 200210224C.

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“Equinix Australia” means Equinix Australia Pty. Limited ABN 25 092 807 264, an Australian corporation incorporated in the state of New South Wales.

“Equinix Australia Deed of Charge” means the deed of charge dated on or around the Closing Date between Equinix Australia and the Security Agent.

“Equinix Australia Share Mortgage” means the mortgage of shares dated on or around the Closing Date between Equinix Pacific USA and the Security Agent.

“Equinix HK” means Equinix Hong Kong Limited, a company with limited liability incorporated under the laws of Hong Kong with its registered address at Suite 6208, 62/F Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.

“Equinix HK Debenture” means the deed of charge dated on or around the Closing Date between Equinix HK and the Security Agent.

“Equinix HK Share Charge” means the charge of shares dated on or around the Closing Date between Equinix Pacific USA and the Security Agent.

“Equinix Japan” means Equinix Japan K.K., a Japan Kabushiki Kaisha, with company registration number 0107-01-014425.

“Equinix Japan Assignment” means the general assignment dated on or around the Closing Date between Equinix Japan and the lenders party thereto.

“Equinix Japan Share Pledge” means the pledge of shares dated on or around the Closing Date between Equinix Pacific USA, the Security Agent and the lenders party thereto.

“Equinix Pacific” means Equinix Pacific Pte. Ltd., a company organised under the laws of Singapore with company registration number 200001886W.

“Equinix Pacific Debenture” means the debenture dated on or around the Closing Date between Equinix Pacific and the Security Agent.

“Equinix Pacific Share Charge” means the charge of shares dated on or around the Closing Date between Equinix Singapore Holdings and the Security Agent.

“Equinix Pacific USA” means Equinix Pacific, Inc, a Delaware Corporation, with company registration number 99-0343311.

“Equinix Singapore” means Equinix Singapore Pte. Ltd., a company organised under the laws of Singapore with company registration number 200000041Z.

“Equinix Singapore Debenture” means the debenture dated on or around the Closing Date between Equinix Singapore and the Security Agent.

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“Equinix Singapore Holdings” means Equinix Singapore Holdings Pte. Ltd., a company organised under the laws of Singapore with company registration number 200210471C.

“Equinix Singapore Share Charge” means the charge of shares dated on or around the Closing Date between Equinix Singapore Holdings and the Security Agent.

“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).

“Exchange Rate” means the prevailing spot rate of exchange specified by the Facility Agent for the purpose of conversion of one currency to another, at or around 11:00 a.m. Sydney, Hong Kong, Singapore or Tokyo time in the case of a conversion involving Australian Dollars, HK Dollars, Singapore Dollars or Yen, respectively, on the date on which any such conversion of currency is to be made under this Agreement and taking into account any costs of such conversion.

“Existing Indebtedness” means the Financial Indebtedness described in Schedule 13 (Existing Indebtedness).

“Existing L/C Facilities” means the letter of credit and bank guarantee facilities as set out in Schedule 19 (Existing L/C Facilities) (including any refinancing or extension of such facilities provided that the aggregate principal amount of such facilities shall not at any time exceed US$3,000,000 (or the Approved Currency Equivalent)).

“Existing Security” means the Security described in Schedule 11 (Existing Security).

“Facility” means the Tranche A Facility and/or the Tranche B Facility as the context requires.

“Facility Office” means, with respect to an Approved Currency, the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement with respect to such Approved Currency.

“Fee Letter” means any letter or letters between the JMLAs and the Borrowers (or the Facility Agent, Security Agent and the Borrowers) setting out any of the fees referred to in Clause 12 (Fees).

“Finance Document” means this Agreement, any Fee Letter, any Accession Letter, the US Guarantee, the Security Documents, any Qualifying Hedging Agreement and any other document designated as such by the Facility Agent and the Administrative Borrower.

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“Finance Party” means the Facility Agent, the Security Agent, a JMLA, a Lender and a counterparty providing a Permitted Treasury Transaction to a Borrower under a Qualifying Hedging Agreement.

“Financial Indebtedness” means any indebtedness for or in respect of:

“Further Indebtedness Request” means a notice substantially in the form set out in Schedule 16 (Further Indebtedness Request).

“GAAP” means, in respect of any financial statements of:

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“Group” means the Guarantor and its Subsidiaries from time to time.

“Guarantor” means Equinix Inc., a Delaware corporation, the parent company of the Borrowers.

“Hedging Agreement” means any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates, basis risk or commodity prices, either generally or under specific contingencies in respect of a Permitted Treasury Transaction.

“HIBOR” means, with respect to any HK Dollar Loan for any Interest Period, the rate per annum for deposits in HK Dollars for a period equal to or that most closely approximates the duration of such Interest Period which appears on Reuters page “HIBOR=R”(or such other page(s) as may replace that page as determined by the Facility Agent in consultation with the Administrative Borrower) as of 11:00 a.m., Hong Kong time on the relevant Quotation Day; provided that if such rate does not appear on that page, “HIBOR” shall mean the rate expressed as a percentage to be the arithmetic mean (rounded upwards, if necessary, to the nearest four decimal places) as supplied to the Facility Agent at its request quoted by at least two Reference Banks that are leading banks as the rate at which it is offered deposits in HK Dollars and for the required period in the Hong Kong interbank market at or about 11:00 a.m., Hong Kong time.

“HK Dollar Borrower” means, in its capacity as the borrower of HK Dollar Loans, Equinix Hong Kong.

“HK Dollar Lender” means each financial institution listed in Schedule 2 (List of HK Dollar Lenders) (as amended from time to time), as well as any financial institution that has become a “HK Dollar Lender” by the execution of an assignment or transfer to an Eligible Assignee in accordance with Clause 23 (Changes to the Lenders), other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an assignment or transfer. For the purposes of this Agreement, “Lender” includes each HK Dollar Lender unless the context otherwise requires.

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“HK Dollar Loans” means the Tranche A Loans or Tranche B Loans made by the HK Dollar Lenders to the HK Dollar Borrower pursuant to the terms hereof.

“HK Dollars” or “HKD” means the lawful currency of Hong Kong.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Information Memorandum” means the document in the form approved by the Borrowers concerning the Guarantor and the Asia-Pacific Group which, at the Borrowers’ request and on their behalf, was prepared in relation to this transaction and distributed by the JMLAs to selected financial institutions in connection with the syndication of the Facility.

“Insurance Policies” means those insurance policies listed in Schedule 15 (Insurance Policies) and all renewals and extensions thereof.

“Insurance Proceeds” means the proceeds of any physical loss or damage insurance policy.

“Intercreditor Agreement” means the intercreditor agreement dated on or around the Closing Date and made between, among others, the Original Lenders, the Guarantor, the Borrowers, the Facility Agent and the Security Agent substantially in the form set out in Schedule 20 (Form of Intercreditor Agreement).

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).

“Internet Business Exchange” means an internet business exchange co-location facility and business exchange owned or operated by any Primary Obligor and its ancillary administrative or other support services or any facility that as a result of technological changes is substantially equivalent, or a technological successor, to any of the foregoing.

“Investment” by a person means any (a) loan, advance or other extension of credit, or (b) any equity investment or capital contribution (by means of transfer of cash or other property)

“LTM Leverage Ratio” means, at any date of determination, the ratio of (a) the aggregate of Consolidated Indebtedness of the Primary Obligors on such date, calculated in accordance with the Agreed Conversion and Aggregation Method to (b) the sum of the Consolidated EBITDA of the Primary Obligors, calculated in accordance with the Agreed Conversion and Aggregation Method for the twelve (12) month period ending on such date.

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“Leases” means any and all leases, subleases, tenancies, options, rental agreements, occupancy agreements, and any other agreements (including all amendments, extensions, replacements, renewals, and/or modifications thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property, including without limitation, any Site Leases.

“Lender” means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Loan” means a Tranche A Loan, a Tranche B Loan, an Australian Dollar Loan, a HK Dollar Loan, a Singapore Dollar Loan and/or a Yen Loan, as the context requires.

“Majority Lenders” means:

“Management Fees” means, without prejudice to Clause 21.26 (Management Fees), any management or similar fees (whether in the form of cash, cash equivalents, shares or other property) paid by the Primary Obligors in respect of management services being any reimbursement for liabilities or amounts incurred by the provider of such services on behalf, or for the benefit, of the Primary Obligors.

“Material Adverse Effect” means a material adverse effect on:

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“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“Net Fixed Assets” means at any time, with respect to a Primary Obligor the aggregate net book value of such Primary Obligor’s fixed assets, in each case as determined in accordance with GAAP and by reference to the most recent financial statements for such Primary Obligor delivered under Clause 19.1(a) or (b) (Financial Statements).

“New Lender” has the meaning given to it in Clause 23.1 (Assignments and Transfers by the Lenders).

“New Primary Obligor” has the meaning given to it in Clause 24.2 (New Primary Obligors).

“Non-Trading Group Company” means a member of the Asia-Pacific Group which does not trade or incur (for itself or as agent for any person) any liabilities or commitments (actual or contingent, present or future) and does not own, legally or beneficially, any material assets (including, without limitation, indebtedness owed to it).

“Obligations” means (a) the obligations of each Primary Obligor from time to time arising under or in respect of the due and punctual payment of (i) the

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principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of each Primary Obligor under this Agreement and the other Finance Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of each Primary Obligor under or pursuant to this Agreement and the other Finance Documents.

“Obligor” means a Borrower, the Guarantor, a New Primary Obligor, Equinix Pacific USA and Equinix Singapore Holdings, and for the purposes of Clause 22 (Events of Default), “Obligor” shall also mean Equinix Asia Pacific.

“Original Financial Statements” means:

“Party” means a party to this Agreement.

“Permitted Business Acquisition” means a Business Acquisition by a Primary Obligor satisfying the following conditions:

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“Permitted Disposal” means a Disposal:

“Permitted Financial Indebtedness” means any Financial Indebtedness:

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“Permitted Guarantee” means:

“Permitted Investment” means:

“Permitted Joint Venture” means the establishment or incorporation of a joint venture entity with the prior written consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed), it being understood and agreed that any actual or potential business competition between such joint venture entity and the Primary Obligors is a basis on which such consent may be withheld.

“Permitted Loan” means

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“Permitted Share Transaction” means a private sale or issuance of Shares that (i) does not cause the occurrence of a Change of Control, and (ii) are pledged to the Security Agent to secure the Obligations.

“Permitted Treasury Transaction” means:

“Primary Obligors” means the Borrowers and any New Primary Obligors.

“Primary Obligor Guarantee” means the guarantee substantially in the form set out in Schedule 18 (Primary Obligor Guarantee).

“Pro Forma Basis” means, for purposes of calculating any financial term or item set forth in Section 20.1 (Definitions) or compliance with any financial covenant or ratio set forth in this Agreement, in each case with respect to any Test Period:

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and “Target Company” and “Target Business” shall have the meaning given to such terms in the definition of “Permitted Business Acquisition”.

“Pro Rata Basis” means with respect to a repayment or prepayment of any Loan, or cancellation of any Commitment, the making of such repayment or prepayment or application of such cancellation against outstanding Loans or Available Commitments of all Lenders (unless otherwise specified, under both Facilities and all Approved Currencies) on a pro rata basis based on the following with respect to the outstanding Loans (if any) or Available Commitment (if any) of a Lender under a Facility in an Approved Currency:

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“Purchase Consideration” means, in respect of a Business Acquisition, the consideration for such Business Acquisition, which shall include, without limitation (a) the amount of cash consideration (including the fair market value of any consideration in kind or shares), (b) the amount of associated costs and expenses, and (c) the amount of assumed Financial Indebtedness and other assumed actual or contingent liability, in each case with respect to such Business Acquisition.

“Qualifying Existing Jurisdiction” means any of Australia, Hong Kong, Singapore and Japan.

“Qualifying Hedging Agreement” means a Hedging Agreement entered into by a Borrower with a Qualifying Hedge Counterparty.

“Qualifying Hedge Counterparty” means a counterparty to a Hedging Agreement that is, at the time of entry into a Hedging Agreement, a JMLA or a Lender.

“Qualifying Jurisdiction” means any jurisdiction:

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined, three (3) Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one (1) day, the Quotation Day will be the last of those days).

“Real Property” has the meaning given to it in Clause 18.15 (Properties).

“Reference Banks” means each of DBS, ING and RBS.

“Relevant Interbank Market” means, with respect to (i) Australian Dollars, the Sydney interbank market; (ii) HK dollars, the Hong Kong interbank market; (iii) Singapore Dollars, the Singapore interbank market; and (iv) Yen, the Tokyo interbank market.

“Repeating Representations” means each of the representations set out in Clause 18 (Representations) other than Clause 18.8 (Deduction of tax), Clause 18.9 (No filing or stamp taxes), Clause 18.11(b) (No Misleading Information), Clause 18.11(c) (No Misleading Information), Clause 18.12(a) (Financial Statements), Clause 18.12(b) (Financial Statements), Clause 18.15(b) (Properties), Clause 18.20 (Environmental laws), Clause 18.24(a) (Ranking), Clause 18.26 (Tranche A) and Clause 18.28 (Asia-Pacific Group Structure Chart).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

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“Secured Property” means all the assets which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Documents” means (a) the Equinix Australia Deed of Charge, (b) the Equinix Australia Share Mortgage, (c) the Equinix HK Debenture, (d) the Equinix HK Share Charge, (e) the Equinix Singapore Debenture, (f) the Equinix Singapore Share Charge, (g) the Equinix Pacific Debenture, (h) the Equinix Pacific Share Charge, (i) the Equinix Japan Assignment, (j) the Equinix Japan Share Pledge, (k) the Intercreditor Agreement and (l) (i) each other security document or pledge agreement or guarantee delivered in accordance with applicable law to grant a security interest in any property as security for the Obligations, and all financing statements or instruments of perfection, in each case as required by this Agreement, the Security Documents, (ii) any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Documents and any guarantee under applicable law with respect to the Obligations, and (iii) any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest on any property as security for the Obligations.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 6 (Requests) given in accordance with Clause 10 (Interest Periods).

“Shareholder” means the Guarantor and any of its Subsidiaries or Affiliates (other than any Primary Obligor).

“Shareholder Bridge Loan” means a loan made by or on behalf of the Shareholders to any Primary Obligor on or after the Signing Date, but no later than the day immediately prior to the initial Utilisation Date.

“Shareholder Loans” means (a) any loan, advance or other extension of credit made by or on behalf of the Shareholders to any Primary Obligor and which is unsecured and subordinated in right of payment and upon liquidation to the amounts payable to the Finance Parties under the Finance Documents in accordance with the Intercreditor Agreement, whether made before, on, or after the Signing Date, and (b) any Shareholder Bridge Loan.

“Shares” means the issued shares of any class of the capital of a Primary Obligor.

“Signing Date” means the date of execution of this Agreement by all Parties.

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“Singapore” means the Republic of Singapore.

“Singapore Dollar Borrowers” means, in their capacity as the borrowers of the Singapore Dollar Loans, Equinix Singapore and Equinix Pacific.

“Singapore Dollar Lenders” means each financial institution listed in Schedule 3 (List of Singapore Dollar Lenders) (as amended from time to time), as well as any financial institution that has become a “Singapore Dollar Lender” hereto by the execution of an assignment or transfer to an Eligible Assignee in accordance with Clause 23 (Changes to the Lenders), other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an assignment or transfer. For the purposes of this Agreement, “Lender” includes each Singapore Dollar Lender unless the contract otherwise requires.

“Singapore Dollar Loans” means the Tranche A Loans or Tranche B Loans made by the Singapore Dollar Lenders to the Singapore Dollar Borrowers pursuant to the terms hereof.

“Singapore Dollars” or “SGD” means the lawful money of Singapore.

“Site Lease” means a Lease in respect of an Internet Business Exchange.

“SOR” means with respect to any Singapore Dollar Loan for any Interest Period, the rate per annum for deposits in Singapore Dollars for a period equal to or that most closely approximates the duration of such Interest Period which appears on Reuters page ABSIRFIX01 (or such other page(s) as may replace that page as determined by the Facility Agent in consultation with the Administrative Borrower) as of 11:00 a.m., Singapore time on the relevant Quotation Day; provided that if such rate does not appear on that page, “SOR” shall mean the rate expressed as a percentage to be the arithmetic mean (rounded upwards, if necessary, to the nearest four decimal places) as supplied to the Facility Agent at its request quoted by at least two Reference Banks that are leading banks as the rate at which it is offered deposits in Singapore Dollars and for the required period in the Singapore interbank market at or about 11:00 a.m., Singapore time.

“Specified Time” means:

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“Subsidiary” means in relation to a company or a corporation, a company or a corporation:

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of a majority of its board of directors or equivalent body.

“Syndication Closing Date” means the earlier of (a) the date that the JMLAs confirm that primary syndication of the Facility has closed, and (b) 30 June 2010.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Termination Date” means the date falling sixty (60) Months from the Signing Date.

“Test Period” means, for any determination under this Agreement, the period of four consecutive financial quarters of a Primary Obligor ending on each of March 31, June 30, September 30 or December 31.

“TIBOR” means with respect to any Yen Loan for any Interest Period (a) the interest rate offered for Yen deposits for a period equal to or that most closely approximates the applicable Interest Period which appears on the screen display designated as “Reuters Screen TIBM” under the caption “Average of 10 Banks” on the Reuters Service (or such other screen display or service as may replace it for the purpose of displaying Tokyo interbank offered rates of prime banks for Yen deposits as determined by the Facility Agent in consultation with the Administrative Borrower) at or about 11:00 am (Tokyo time) on the relevant Quotation Day or (b) if no such interest rate is available on the Reuters Service (or such replacement), the interest rate offered for Yen deposits for a period equal to or that most closely approximates the applicable Interest Period which appears on the screen display designated as “Euro-Yen TIBOR” on page 23070 of the

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Telerate Service published by the Japanese Bankers Association (or such other screen display or service as may replace it for the purpose of displaying Tokyo interbank offered rates of prime banks for Yen deposits) at or about 11:00 am (Tokyo time) on the relevant Interest Rate Setting Date.

“Total Commitments” means the aggregate of the Commitments.

“Tranche A Commitment” means, with respect to:

“Tranche A Facility” means the term loan facility made available under this Agreement as described in Clause 2.1(a) (The Facilities).

“Tranche A Loan” means a loan made or to be made under the Tranche A Facility or the principal amount outstanding for the time being of that loan.

“Tranche B Commitment” means, with respect to:

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“Tranche B Facility” means the term loan facility made available under this Agreement as described in Clause 2.1(b) (The Facilities).

“Tranche B Loan” means a loan made or to be made under the Tranche B Facility or the principal amount outstanding for the time being of that loan.

“Transaction Security” means the Security created or expressed to be created in favour of the Lenders or the Security Agent pursuant to the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Administrative Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“United States” means the United States of America.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US Dollar Equivalent” means at any time (a) as to any amount denominated in US Dollars, the amount thereof at such time, and (b) as to any amount denominated in any other currency, the equivalent amount in US Dollars calculated by the Facility Agent at such time using the Exchange Rate in effect on the Business Day of determination.

“US Dollars” or “US$” means the lawful money of the United States of America.

“US Guarantee” means the New York law guarantee entered into between the Guarantor, the Facility Agent and the Security Agent dated on or about the Closing Date.

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“Utilisation” means a utilisation of a Facility (or any part thereof).

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I of Schedule 6 (Requests).

“Voluntary Accession” has the meaning given to it in Clause 24.2 (New Primary Obligors).

“Yen” or “¥” means the lawful money of Japan.

“Yen Borrower” means, in its capacity as the borrower of the Yen Loans, Equinix Japan.

“Yen Lenders” means each financial institution listed on Schedule 4 (List of Yen Lenders) (as amended from time to time), as well as any financial institution that has become a “Yen Lender” hereto by the execution of an assignment or transfer to an Eligible Assignee in accordance with Clause 23 (Changes to the Lenders), other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an assignment or transfer. For the purposes of this Agreement, “Lender” includes each Yen Lender unless the contract otherwise requires.

“Yen Loans” means the Tranche A Loans made by the Yen Lenders to the Yen Borrower pursuant to the terms hereof.

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SECTION 2

THE FACILITIES

Subject to the terms of this Agreement:

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Notwithstanding anything to the contrary contained elsewhere in this Agreement, it is understood and agreed by the various parties to this Agreement that:

Without prejudice or limitation to the obligations set forth in Clause 2.2 (Obligations and Representations), each Primary Obligor agrees to, and agrees to be bound by, the obligations set forth in Schedule 18 (Primary Obligor Guarantee).

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No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

No Borrower may deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part I of Schedule 5 (Conditions precedent) in form and substance reasonably satisfactory to the Facility Agent. The Facility Agent shall notify the Administrative Borrower and the Lenders promptly upon being so satisfied.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

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SECTION 3

UTILISATION

A Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time three (3) Business Days before the proposed Utilisation Date.

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The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period provided that the Tranche B Commitment with respect to each Approved Currency shall be cancelled following the expiry of the Availability Period of the Tranche A Facility if the Tranche A Facility has not been drawn in full by such time.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

All principal repayments shall be made in the same currency as the currency in which the Loan being repaid is denominated.

No Borrower may reborrow any part of the Facility which is repaid.

Upon the Disposal (or execution by one or more Primary Obligors of a binding contract for the purposes of a Disposal) of all or substantially all of the assets comprising the Internet Business Exchanges of the Primary Obligors, the Facility Agent shall, by not less than five (5) days’ notice to the Administrative Borrower, cancel the Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

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Any other amounts that are received by the Finance Parties pursuant to the Intercreditor Agreement as part of a transaction involving the prepayment of any other Financial Indebtedness shall be applied by the Borrowers in prepayment of the Loans in accordance with, and subject to, clause 11 (Application of Proceeds) of the Intercreditor Agreement, and on the Pro Rata Basis.

Upon the occurrence of a Change of Control with respect to any Primary Obligor:

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After the Signing Date, if it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

The Borrowers may, if they give the Facility Agent not less than ten (10) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being an integral multiple of the Approved Currency Equivalent of US$250,000 and not less than the Approved Currency Equivalent of US$1,000,000) of the Available Facility. Any cancellation under this Clause 8.2 shall reduce the Commitments of the Lenders on the Pro Rata Basis.

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SECTION 5

COSTS OF UTILISATION

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

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Each Borrower shall pay accrued interest on a Loan on the last day of each Interest Period.

The Facility Agent shall promptly notify the Lenders and the Administrative Borrower of the determination of a rate of interest under this Agreement.

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If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

If two or more Interest Periods:

those Loans will, unless that Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

Subject to Clause 11.2 (Market disruption), if the Applicable Benchmark Rate is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the relevant Quotation Day, the Applicable Benchmark Rate shall be determined on the basis of the quotations of the remaining Reference Banks.

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The Borrowers shall pay to the Facility Agent for the account of each Lender an upfront fee in the amount and at the times agreed in the relevant Fee Letter.

The Borrowers shall pay to the Facility Agent and the Security Agent (each for its own account) an agency fee in the amount and at the times agreed in the relevant Fee Letter.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

“Associate” has the meaning given to it in Section 128F(9) of the Tax Act.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

“Offshore Associate” means an Associate:

which does not become a Lender and receive payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme.

“Tax Act” means the Income Tax Assessment Act 1936 (Australia).

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means an increased payment made by a Primary Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

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If a Primary Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Primary Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by the Primary Obligor.

The Primary Obligors shall (a) pay and, (b) within five (5) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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Each JMLA undertakes, represents and warrants to the Borrowers as follows:

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Each Lender represents and warrants to the Borrowers that if it received an invitation under Clause 13.7(a)(i) (JMLA representations, warranties and undertakings), at the time it received the invitation, it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.

Each JMLA and each Lender will provide to the Australian Dollar Borrower when reasonably requested by the Australian Dollar Borrower any factual information in its possession or which it is reasonably able to provide to assist the Australian Dollar Borrower to demonstrate (based upon tax advice received by the Australian Dollar Borrower) that Section 128F of the Tax Act has been satisfied where to do so will not in a JMLA’s or Lender’s reasonable opinion breach any law or regulation or any duty of confidence.

If, for any reason, the requirements of Section 128F of the Tax Act have not been satisfied in relation to interest payable on Loans (except to an Offshore Associate of the Australian Dollar Borrower), then on request by the Facility Agent, a JMLA or the Australian Dollar Borrower, each party shall co-operate and take steps reasonably requested with a view to satisfying those requirements:

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which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

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that Primary Obligor shall as an independent obligation, within five (5) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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The Borrowers shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

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The Borrowers shall promptly on demand pay the JMLAs and the Facility Agent, upon presentation of all relevant invoices, the amount of all out of pocket costs and expenses (including legal, travel, accommodation, printing, signing, syndication and listing fees, costs and expenses) reasonably incurred by any of them in connection with the due diligence, negotiation, preparation, printing, execution, delivery and syndication of:

If (a) a Borrower requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 28.11 (Change of currency), the Borrowers shall, subject to presentation of all relevant invoices, within five (5) Business Days of demand, reimburse the Facility Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility Agent in responding to, evaluating, negotiating or complying with that request or requirement.

The Borrowers shall, within three (3) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

The obligations expressed to be assumed by it in each Finance Document are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4.1 (Initial conditions precedent) or Clause 24 (Changes to the Obligors), legal, valid, binding and enforceable obligations.

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

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All Authorisations required:

have been obtained or effected and are in full force and effect (save, in the case of sub-clause (c), where the failure to obtain effect or keep in full force and effect such Authorisations could not reasonably be expected to have a Material Adverse Effect).

in each case subject to any general principles of law, qualifications or limitations in any legal opinion to be delivered pursuant to Clause 4.1 (Initial conditions precedent) or Clause 24.2 (New Primary Obligors).

No corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 22.7 (Insolvency proceedings) has been taken or, to the best of its knowledge and belief (after due and careful enquiries), threatened in relation to an Obligor, and none of the circumstances described in Clause 22.6 (Insolvency) applies to an Obligor.

Subject to Clause 13 (Tax Gross up and indemnities), no Primary Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document, other than Equinix Singapore and Equinix Pacific which in each case, under the laws of the Republic of Singapore in force on the Signing Date, will be required to make a deduction or withholding for or on account of tax from any payment of, or in the nature of, interest, commission, fees or other payments where such payment is derived or deemed from Singapore for the purpose of the Income Tax Act, Chapter 134 of Singapore (the “Income Tax Act”) , if made to any Lender not resident in Singapore within the meaning of the Income Tax Act in connection with any Financial Indebtedness under the Finance Documents, at the rate set out in the Income Tax Act as reduced by any applicable exemptions, waivers or double-tax treaties.

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Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, save for any such filing or registration requirement or any such Tax or fee payable specifically referred to in any legal opinion delivered in accordance with Clause 4.1 (Initial conditions precedent) and which will be made or paid promptly after the date of the relevant Finance Document or in accordance with the provisions of the relevant Finance Document.

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Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it.

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Any Site Leases to which it is a party are in full force and effect, it has not received notice of violation or termination thereof, and neither it nor any of its counterparties thereunder are in breach of any of their material obligations thereunder.

It has not received any notice of, and has no knowledge of, the occurrence or pendency or contemplation of any Casualty Event.

It:

All Insurance Policies maintained by it and the Guarantor are in full force and effect, all premiums have been duly paid, and it has not received notice of violation or cancellation or material change in coverage thereof.

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Other than (i) for the period from the Signing Date to the first Utilisation Date, with respect to the agreements evidencing the Existing Indebtedness and, (ii) any agreement documenting the Financial Indebtedness permitted under paragraph (i) of the definition of “Permitted Financial Indebtedness”, there is no agreement that prohibits, restricts or imposes any condition upon its ability to:

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Any of its shares which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights and its constitutional documents do not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security (subject, in the case of Equinix Japan, to a board resolution being passed to this effect). There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Primary Obligor (including any option or right of pre-emption or conversion).

Upon Utilisation of the Tranche A Loans all Existing Indebtedness will be repaid in full, and all Existing Security will be released.

Any Financial Indebtedness under this Agreement shall at all times rank at least pari passu with any Permitted Financial Indebtedness that is incurred.

The Asia-Pacific Group Structure Chart is true, complete and accurate in all material respects and shows the following information:

Other than (a) making payments and incurring liabilities with respect to Management Fees, Shareholder Loans and/or employee related costs incurred in the ordinary course of trade, (b) the employment of individuals in the ordinary course of trade, and (c) entering into certain contracts for the benefit of itself and the Primary Obligors or in connection with the foregoing, each of Equinix Pacific

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USA, Equinix Singapore Holdings and Equinix Asia Pacific are, and will remain as Non-Trading Group Companies and have acted only, and will act only as a Holding Company of another member of the Asia-Pacific Group.

The Repeating Representations are deemed to be made by each Primary Obligor by reference to the facts and circumstances then existing on:

The undertakings in this Clause 19 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

The Administrative Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

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Each set of financial statements delivered by the Administrative Borrower pursuant to Clause 19.1 (Financial statements) shall be certified by an authorised director of the relevant Obligor as (a) fairly representing its financial condition as at the date as at which those financial statements were drawn up, and (b) as having been prepared using GAAP consistently applied and, in respect of the financial statements described in Clause 19.1(c) and (d) above the Agreed Conversion and Aggregation Method.

The Administrative Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

Each Primary Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

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The Administrative Borrower shall supply to the Facility Agent, on each anniversary of the Signing Date, an updated (as applicable) Schedule 14 (Real Property), certified by an authorised director of the Administrative Borrower.

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If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Administrative Borrower accordingly and the relevant Primary Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the relevant Primary Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

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If any Primary Obligor notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Primary Obligors under this Agreement after the date of that notice shall be supplied in paper form.

obliges the Facility Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Primary Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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The undertakings in this Clause 20 (Financial Covenants) remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

“Cash Flow” means, with respect to a Primary Obligor for any period, Consolidated EBITDA for such Primary Obligor and for such period:

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and so that no amount shall be added (or deducted) more than once, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” means, with respect to a Primary Obligor for any period, the profit or loss from operations (with respect to such Primary Obligor, calculation of “consolidated profit or loss from operations” includes all cash expenses (but excluding any upfront fees or upfront financing costs) relating to the business of such Primary Obligor and after deduction of Management Fees paid by such Primary Obligor) plus depreciation, amortization, accretion, non-cash stock-based compensation expense, non-cash restructuring charges, and such other cash restructuring charges as agreed by the Facility Agent in writing, in each case for such period and for such Primary Obligor, determined on a consolidated basis in accordance with GAAP.

“Consolidated Indebtedness” means, with respect to a Primary Obligor at any time, the amount of all Financial Indebtedness of such Primary Obligor, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to a Primary Obligor for any period, the aggregate amount of all of the following insofar as they are

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payable by such Primary Obligor (in the case of commissions and fees), or accrue in respect of indebtedness of such Primary Obligor (in any other case), during such period:

determined on a consolidated basis in accordance with GAAP.

“Current Assets” means, with respect to a Primary Obligor at any time, the amount of trading stock, trade and other debtors and prepayments of such Primary Obligor (but excluding cash at bank and prepaid interest) maturing within twelve months from the relevant testing date.

“Current Liabilities” means, with respect to a Primary Obligor at any time, the amount of all liabilities (including trade creditors, accruals, trading provisions, other creditors and deferred income and payments received in advance) of such Primary Obligor falling due within twelve months from the relevant testing date but excluding Financial Indebtedness of such Primary Obligor (and any interest on that Financial Indebtedness) falling due within such period and excluding amounts due in respect of dividends or taxation.

“Debt Service” means, with respect to a Primary Obligor for any period, the consolidated amount of:

and so that no amount shall be included more than once, determined on a consolidated basis in accordance with GAAP.

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“Exceptional Items” means, with respect to a Primary Obligor, exceptional, one off, non-recurring or extraordinary items and any material items of an unusual or non-recurring nature which represent gains or losses including those arising on:

“Finance Charges” means, with respect to a Primary Obligor for any period, the amount of all accrued interest, commission, fees, discounts, prepayment fees, premiums or charges in respect of any Financial Indebtedness of (but excluding Financial Indebtedness under any Treasury Transaction) such Primary Obligor (if applicable) whether paid, payable or capitalised by such Primary Obligor in respect of such period excluding any upfront fees or costs, determined on a consolidated basis in accordance with GAAP.

“Relevant Proceeds” means, with respect to a Primary Obligor for any period, proceeds from any Disposals, any incurrence of Financial Indebtedness or Insurance Proceeds which have been mandatorily prepaid in accordance with this Agreement over such period.

“Total Equity” means with respect to a Primary Obligor at any time, the aggregate of:

determined on a consolidated basis in accordance with GAAP.

“Working Capital” means, on any date, in respect of any Primary Obligor, Current Assets less Current Liabilities, determined on a consolidated basis in accordance with GAAP.

The Primary Obligors will ensure that:

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Compliance by the Primary Obligors with the financial covenants set forth in this Clause 20 (Financial Covenants) shall be tested quarterly on each of March 31, June 30, September 30 and December 31, and on an aggregate basis (with respect to the Primary Obligors), with the exception of Clause 20.2(e) (Financial Covenants) which shall be tested half-yearly on each of June 30 and December 31.

Unless otherwise specifically provided for herein:

The undertakings in this Clause 21 remain in force from the Signing Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Each Primary Obligor shall promptly:

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any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

Each Primary Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply could reasonably be expected to have a Material Adverse Effect.